Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37454 | |
Entity Registrant Name | CSW INDUSTRIALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2266942 | |
Entity Address, Address Line One | 5420 Lyndon B. Johnson Freeway, SuiteĀ 500 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75240 | |
City Area Code | 214 | |
Local Phone Number | 884-3777 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CSWI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,796,248 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001624794 | |
Current Fiscal Year End Date | --03-31 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 155,585 | $ 104,940 | $ 316,850 | $ 195,904 |
Cost of revenues | (92,534) | (56,204) | (185,201) | (104,416) |
Gross profit | 63,051 | 48,736 | 131,649 | 91,488 |
Selling, general and administrative expenses | (37,159) | (26,556) | (77,284) | (53,056) |
Operating income | 25,892 | 22,180 | 54,365 | 38,432 |
Interest expense, net | (1,430) | (284) | (2,967) | (602) |
Other expense, net | (133) | (360) | (305) | (667) |
Income before income taxes | 24,329 | 21,536 | 51,093 | 37,163 |
Provision for income taxes | (6,121) | (5,182) | (12,522) | (8,851) |
Net income | 18,208 | 16,354 | 38,571 | 28,312 |
Less: Income attributable to redeemable noncontrolling interest | (212) | 0 | (527) | 0 |
Net income attributable to CSW Industrials, Inc. | $ 17,996 | $ 16,354 | $ 38,044 | $ 28,312 |
Net income per share attributable to CSW Industrials, Inc. | ||||
Basic (USD per share) | $ 1.14 | $ 1.11 | $ 2.42 | $ 1.92 |
Diluted (USD per share) | $ 1.14 | $ 1.10 | $ 2.41 | $ 1.91 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 18,208 | $ 16,354 | $ 38,571 | $ 28,312 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (531) | 1,052 | (42) | 2,390 |
Cash flow hedging activity, net of taxes of $(23), $(16), $6 and $(1), respectively | 87 | 60 | (22) | 5 |
Pension and other postretirement effects, net of taxes of $(7), $(1), $(9) and zero, respectively | 25 | 4 | 32 | 0 |
Other comprehensive income (loss) | (419) | 1,116 | (32) | 2,395 |
Comprehensive income | 17,789 | 17,470 | 38,539 | 30,707 |
Less: Comprehensive income attributable to redeemable noncontrolling interest | (212) | 0 | (527) | 0 |
Comprehensive income attributable to CSW Industrials, Inc. | $ 17,577 | $ 17,470 | $ 38,012 | $ 30,707 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Cash flow hedging activity, taxes | $ (23) | $ (16) | $ 6 | $ (1) |
Pension and other postretirement effect, taxes | $ (7) | $ (1) | $ (9) | $ 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,329 | $ 10,088 |
Accounts receivable, net of allowance for expected credit losses of $1,106 and $915, respectively | 107,660 | 96,695 |
Inventories, net | 110,761 | 98,086 |
Prepaid expenses and other current assets | 9,122 | 9,684 |
Total current assets | 244,872 | 214,553 |
Property, plant and equipment, net of accumulated depreciation of $76,007 and $72,944, respectively | 80,956 | 82,554 |
Goodwill | 218,158 | 218,795 |
Intangible assets, net | 280,847 | 283,060 |
Other assets | 78,189 | 75,995 |
Total assets | 903,022 | 874,957 |
Current liabilities: | ||
Accounts payable | 37,785 | 32,444 |
Accrued and other current liabilities | 47,368 | 49,743 |
Current portion of long-term debt | 561 | 561 |
Total current liabilities | 85,714 | 82,748 |
Long-term debt | 213,495 | 241,776 |
Retirement benefits payable | 1,670 | 1,695 |
Other long-term liabilities | 138,278 | 136,725 |
Total liabilities | 439,157 | 462,944 |
Commitments and contingencies (See Note 14) | ||
Redeemable noncontrolling interest | 14,918 | 0 |
Equity: | ||
Common shares, $0.01 par value | 161 | 161 |
Preferred shares, $0.01 par value | 0 | 0 |
Additional paid-in capital | 108,604 | 104,689 |
Treasury shares, at cost (494 and 511 shares, respectively) | (34,313) | (34,075) |
Retained earnings | 380,523 | 347,234 |
Accumulated other comprehensive loss | (6,028) | (5,996) |
Total equity | 448,947 | 412,013 |
Total liabilities, redeemable noncontrolling interest and equity | $ 903,022 | $ 874,957 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for expected credit losses | $ 1,106 | $ 915 |
Property, plant and equipment, accumulated depreciation | $ 76,007 | $ 72,944 |
Common shares, par value (USD per share) | $ 0.01 | $ 0.01 |
Common shares, authorized (shares) | 50,000,000 | 50,000,000 |
Common shares, issued (shares) | 16,270,000 | 16,162,000 |
Preferred shares, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (shares) | 10,000,000 | 10,000,000 |
Preferred shares, issued (shares) | 0 | 0 |
Treasury shares, at cost (shares) | 494,000 | 511,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Parent |
Balance at beginning of period at Mar. 31, 2020 | $ 159 | $ (75,377) | $ 48,327 | $ 315,078 | $ (11,446) | $ 276,741 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 1,328 | 1,328 | |||||
Stock activity under stock plans | 1 | (1,670) | (1) | (1,670) | |||
Repurchase of common shares | (7,291) | (7,291) | |||||
Reissuance of treasury shares | 3,131 | 516 | 3,647 | ||||
Net income | 11,960 | 11,960 | |||||
Dividends | 12 | (1,996) | (1,984) | ||||
Other comprehensive income (loss) | 1,279 | 1,279 | |||||
Balance at end of period at Jun. 30, 2020 | 160 | (81,207) | 50,182 | 325,042 | (10,167) | 284,010 | |
Balance at beginning of period at Mar. 31, 2020 | 159 | (75,377) | 48,327 | 315,078 | (11,446) | 276,741 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | $ 28,312 | ||||||
Other comprehensive income (loss) | 2,395 | ||||||
Balance at end of period at Sep. 30, 2020 | 160 | (79,401) | 50,936 | 339,397 | (9,051) | 302,041 | |
Balance at beginning of period at Jun. 30, 2020 | 160 | (81,207) | 50,182 | 325,042 | (10,167) | 284,010 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 1,222 | 1,222 | |||||
Stock activity under stock plans | (6) | (6) | |||||
Reissuance of treasury shares | 1,812 | (479) | 0 | 1,333 | |||
Net income | 16,354 | 16,354 | 16,354 | ||||
Dividends | 11 | (1,999) | (1,988) | ||||
Other comprehensive income (loss) | 1,116 | 1,116 | 1,116 | ||||
Balance at end of period at Sep. 30, 2020 | 160 | (79,401) | 50,936 | 339,397 | (9,051) | 302,041 | |
Balance at beginning of period at Mar. 31, 2021 | 412,013 | 161 | (34,075) | 104,689 | 347,234 | (5,996) | 412,013 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 1,888 | 1,888 | |||||
Stock activity under stock plans | (3,168) | (1) | (3,169) | ||||
Reissuance of treasury shares | 1,375 | 936 | 2,311 | ||||
Net income | 20,048 | 20,048 | |||||
Dividends | 19 | (2,377) | (2,358) | ||||
Other comprehensive income (loss) | 387 | 387 | |||||
Balance at end of period at Jun. 30, 2021 | 161 | (35,868) | 107,531 | 364,905 | (5,609) | 431,120 | |
Balance at beginning of period at Mar. 31, 2021 | 412,013 | 161 | (34,075) | 104,689 | 347,234 | (5,996) | 412,013 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 38,571 | ||||||
Other comprehensive income (loss) | (32) | ||||||
Balance at end of period at Sep. 30, 2021 | 448,947 | 161 | (34,313) | 108,604 | 380,523 | (6,028) | 448,947 |
Balance at beginning of period at Jun. 30, 2021 | 161 | (35,868) | 107,531 | 364,905 | (5,609) | 431,120 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation | 2,049 | 2,049 | |||||
Stock activity under stock plans | (13) | (13) | |||||
Reissuance of treasury shares | 1,568 | (994) | 574 | ||||
Net income | 18,208 | 17,996 | 17,996 | ||||
Dividends | 18 | (2,378) | (2,360) | ||||
Other comprehensive income (loss) | (419) | (419) | (419) | ||||
Balance at end of period at Sep. 30, 2021 | $ 448,947 | $ 161 | $ (34,313) | $ 108,604 | $ 380,523 | $ (6,028) | $ 448,947 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 38,571 | $ 28,312 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 6,021 | 3,776 |
Amortization of intangible and other assets | 14,507 | 3,454 |
Provision for inventory reserves | 331 | 953 |
Provision for doubtful accounts | 847 | 274 |
Share-based and other executive compensation | 3,936 | 2,550 |
Net gain on disposals of property, plant and equipment | 1 | (13) |
Net pension benefit | 64 | 81 |
Net deferred taxes | (61) | 111 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12,576) | 5,028 |
Inventories | (16,777) | 880 |
Prepaid expenses and other current assets | 568 | (2,380) |
Other assets | 503 | (165) |
Accounts payable and other current liabilities | 6,339 | 1,989 |
Retirement benefits payable and other liabilities | 501 | (67) |
Net cash provided by operating activities | 42,775 | 44,783 |
Cash flows from investing activities: | ||
Capital expenditures | (4,941) | (4,357) |
Proceeds from sale of assets | 8 | 6 |
Proceeds from acquisitions true-up | 1,381 | 0 |
Net cash used in investing activities | (3,552) | (4,351) |
Cash flows from financing activities: | ||
Borrowings on line of credit | 22,000 | 10,000 |
Repayments of line of credit and term loan | (50,281) | (10,281) |
Payments of deferred loan costs | (2,327) | 0 |
Purchase of treasury shares | (3,181) | (9,352) |
Proceeds from stock option activity | 530 | 1,331 |
Proceeds from acquisition of redeemable noncontrolling interest shareholder | 6,293 | 0 |
Dividends | (4,718) | (3,972) |
Net cash used in financing activities | (31,684) | (12,274) |
Effect of exchange rate changes on cash and equivalents | (298) | 803 |
Net change in cash and cash equivalents | 7,241 | 28,961 |
Cash and cash equivalents, beginning of period | 10,088 | 18,338 |
Cash and cash equivalents, end of period | $ 17,329 | $ 47,299 |
ORGANIZATION AND OPERATIONS AND
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES | ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES CSW Industrials, Inc. (āCSWI,ā āwe,ā āourā or āusā) is a growth-oriented, diversified industrial company with a strategic focus on providing niche, value-added products in the end markets we serve. Our broad portfolio of leading products provides performance optimizing and life safety solutions to our customers. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration (āHVAC/Rā), grilles, registers and diffusers, engineered building products and high-performance specialty lubricants and sealants. Drawing on our innovative and proven technologies, we seek to deliver solutions primarily to our professional end-use customers that place a premium on superior performance and reliability. Our diverse product portfolio includes more than 100 highly respected industrial brands including No. 5Ā®, KOPR-KOTEĀ®, Kats CoatingsĀ®, Safe-T-SwitchĀ®, Air SentryĀ®, DeaconĀ®, Leak FreezeĀ®, GrecoĀ® and TRUaireĀ® . Our products are well-known in the specific industries we serve and have a reputation for high quality and reliability. Markets that we serve include HVAC/R, architecturally-specified building products, plumbing, energy, rail, mining and general industrial markets. The COVID-19 pandemic and its resulting impacts had an overall negative impact on our financial results in the three and six months ended September 30, 2020. During the three and six months ended September 30, 2021, the direct impact of the COVID-19 pandemic on our consolidated operating results was limited, in all material respects, to our operations in Vietnam. In early August 2021, the Vietnamese government mandated numerous restrictions in an effort to mitigate the spread of COVID-19, including closures of non-essential businesses, limitations on movements of individuals, and the imposition of other highly-restrictive measures for businesses, like ours, that continued operations in compliance with the restrictions. In addition, the indirect impacts of the COVID-19 pandemic have resulted in material and freight cost inflation and supply chain disruptions, driven by numerous factors including countermeasures taken by U.S. federal, state and/or local governments and the Federal Reserve, labor supply shortages, and recovering demand. We expect supply chain challenges, material and freight cost inflation and freight delays to continue in the near-term, and we are addressing these impacts through focused vendor management and by continuing and increasing the pricing initiatives that began in the three months ended March 31, 2021. While the COVID-19 pandemic and its indirect effects have contributed to increased demand in certain parts of our business, including the HVAC/R end market, we expect customer demand levels and our overall results of operations and financial condition to have some level of volatility through the duration of the pandemic when compared to pre-pandemic periods. Despite strong demand in certain of our end markets and signs of recovery in others, we cannot reasonably estimate the magnitude or length of the pandemicās direct and indirect adverse impact, including its ultimate impact on our business or financial condition, due to continued uncertainty regarding (1) the duration and severity of the COVID-19 pandemic and (2) the continued potential for short and long-term impacts on our facilities and employees, customer demand and supply chain. Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (āQuarterly Reportā), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (āU.S.ā) generally accepted accounting principles (āGAAPā). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWIās financial position as of September 30, 2021, and the results of operations for the three and six-month periods ended September 30, 2021 and 2020. All adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWIās Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the āAnnual Reportā). Whitmore Joint Venture On April 1, 2021, Whitmore Manufacturing, LLC (āWhitmoreā), a wholly-owned subsidiary of CSWI, completed the formation of the previously announced joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS products (āShellā), a wholly-owned subsidiary of Shell Oil Company that comprises Shellās U.S. lubricants business. The formation was consummated through a transaction in which Whitmore sold to Shell a 50% interest in a wholly-owned subsidiary (containing certain existing operating assets) in exchange for consideration of $13.4 million from Shell in the form of cash and intangible assets. The Whitmore JV is deemed to be a variable interest entity ("VIE") and the Company is the primary beneficiary of this VIE, primarily due to Whitmore having the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. The Whitmore JV has been consolidated into the operations of the Company and its activity has been included in our Specialized Reliability Solutions segment since the formation date. Refer to Note 3 for further information on the Whitmore JV. Segment Realignment Beginning with the quarter ended June 30, 2021, we revised our segment structure to align with how our chief operating decision maker (who was determined to be our Chief Executive Officer) views our business, assesses performance and allocates resources to our business components. This segment structure revision became effective on April 1, 2021, and followed the completion of various strategic transactions including the acquisition of T.A. Industries, Inc. and the formation of the Whitmore JV. Refer to accounting policies below for detailed descriptions of our three business segments. As a result of the business segment revision, reclassification of certain prior year financial information has been made to conform with the current period's presentation. None of the changes impact the Company's previously reported consolidated net revenue, operating income, net income or net income per share. Refer to Note 18 for additional information on the Company's segment realignments. Accounting Policies We have consistently applied the accounting policies described in our Annual Report in preparing these condensed consolidated financial statements. Updates and supplements to those accounting policies associated with the segment realignment and formation of the Whitmore JV are discussed below: Segments - As discussed above, we conduct our operations through three business segments based on how we manage the business. Our Chief Executive Officer views our business, assesses performance and allocates resources using financial information generated and reported at the reportable segment level. We evaluate segment performance and allocate resources based on each reportable segment's operating income. Our reportable segments are as follows: 1. Contractor Solutions , which manufactures and supplies products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for professional tradespeople. This segment is comprised primarily of our RectorSeal and TRUaire operating companies. 2. Engineered Building Solutions , which provides primarily code-driven products focused on life safety that are engineered to provide aesthetically-pleasing solutions for the construction, refurbishment and modernization of commercial, institutional, and multi-family residential buildings. This segment is comprised primarily of our Balco, Greco and Smoke Guard operating companies. 3. Specialized Reliability Solutions , which provides products for increasing the reliability, performance and lifespan of industrial assets and solving equipment maintenance challenges. This segment is comprised primarily of our Whitmore operating company and the Whitmore JV. Variable Interest Entities - We evaluate whether an entity is a variable interest entity (āVIEā) and determine if the primary beneficiary status is appropriate on a quarterly basis. We consolidate a VIE for which we are the primary beneficiary. When assessing the determination of the primary beneficiary, we consider all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIEās economic performance, the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. Through this evaluation, we determined that the Whitmore JV is a VIE and the Company is the primary beneficiary of this VIE, primarily due to the Whitmore having the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. Redeemable Noncontrolling Interests - Noncontrolling interests with redemption features that are not solely within our control are considered redeemable noncontrolling interests. Our redeemable noncontrolling interest relates to Shell's 50% equity interest in the Whitmore JV and is classified in temporary equity that is reported between liabilities and shareholders' equity on our Consolidated Balance Sheets initially at its formation-date fair value. We adjust the redeemable noncontrolling interest each reporting period for the net income (or loss) attributable to the noncontrolling interest. We also make a measurement period adjustment, if any, to adjust the redeemable noncontrolling interest to the higher of the redemption value or carrying value each reporting period. These adjustments are recognized through retained earnings and are not reflected in net income or net income attributable to CSWI. The redemption value of the redeemable noncontrolling interest is estimated using a discounted cash flow analysis, which requires management judgment with respect to future revenue, operating margins, growth rates and discount rates. Net income (loss) attributable to the redeemable noncontrolling interests are presented as a separate line on the consolidated statements of operations which is necessary to identify those income (loss) specifically attributable to CSWI. The financial results and position of the redeemable noncontrolling interest acquired through the formation of the Whitmore JV are included in their entirety in our consolidated statements of operations and consolidated balance sheets beginning with the first fiscal quarter of fiscal 2022. When calculating earnings per share attributable to CSWI, we adjust net income attributable to CSWI for the excess portion of the measurement period adjustment to the extent the redemption value exceeds both the carrying value and the fair value of the redeemable noncontrolling interest on a cumulative basis. Refer to Note 3 for further information regarding the redeemable noncontrolling interest. Accounting Developments Pronouncements Implemented In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes: Simplifying the Accounting for Income Taxes." The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions and adding some requirements regarding franchise (or similar) tax, step-ups in a business combination, treatment of entities not subject to tax and when to apply enacted changes in tax laws. This ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The amendments related to changes in ownership of foreign equity method investments or foreign subsidiaries should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments related to franchise taxes that are partially based on income should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other amendments should be applied on a prospective basis. Early adoption is permitted. Our adoption of ASU No. 2019-12 effective April 1, 2021 did not have a material impact on our condensed consolidated financial conditions and results of operations. Pronouncements not yet implemented In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective immediately; however, it is only available through December 31, 2022. We are currently evaluating the potential impact of this ASU on our consolidated financial position and results of operations. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS T.A. Industries On December 15, 2020, we acquired 100% of the outstanding equity of T.A. Industries, Inc. (āTRUaireā), a leading manufacturer of grilles, registers, and diffusers for the residential and commercial HVAC/R end market, based in Santa Fe Springs, California. The acquisition also included TRUaireās wholly-owned manufacturing facility based in Vietnam. The acquisition has extended the Companyās product offerings to the HVAC/R end market to allow us increase market share and provided strategic distribution facilities. The contractual consideration paid for TRUaire included cash of $284 million ($286.9 million after working capital and closing cash adjustments) and 849,852 shares of the Companyās common stock (valued at approximately $76.0 million at transaction signing on November 4, 2020) valued at $97.7 million at transaction close based on the closing market price of the Company's common shares on the acquisition date. The cash consideration was funded through a combination of cash on hand and borrowings under our revolving credit facility. The 849,852 shares of common stock delivered to the sellers as consideration were reissued from treasury shares. Acquisition Consideration (Amounts in thousands, except for shares) Cash (a) $ 286,925 Common stock (849,852 shares) 97,656 Total consideration transferred $ 384,581 (a) Amount includes working capital and closing cash adjustments, and includes the $1.4 million received by the Company on April 1, 2021 as a result of the final working capital true-up adjustment pursuant to the purchase agreement. The TRUaire acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). Pursuant to Topic 805, the Company allocated the TRUaire purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, December 15, 2020. The excess of the purchase price over those fair values was recorded to goodwill. The Company's evaluation of the facts and circumstances available as of December 15, 2020, to assign fair values to assets acquired and liabilities assumed, including income tax related amounts, is ongoing. As we complete further analysis of tangible assets, intangible assets and liabilities assumed, additional information impacting the assets acquired and the related allocation thereof, may become available. A change in information related to the net assets acquired may change the amount of the purchase price assigned to goodwill, and, as a result, the preliminary fair values set forth below are subject to adjustments when additional information is obtained and valuations are completed. Provisional adjustments, if any, will be recognized during the reporting period in which the adjustments are determined. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the Company's best initial estimate of the aggregate fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands). Initial Estimated Fair Value Measurement Period Adjustments Updated Estimated Fair Value Cash $ 1,471 $ ā $ 1,471 Accounts Receivable, net 13,467 ā 13,467 Inventory 46,313 (1,300) 45,013 Short-Term Tax Indemnity Assets 5,000 ā 5,000 Other Current Assets 1,285 1,047 2,332 Property, Plant and Equipment 28,832 (3,065) 25,767 Trade Name (indefinite life) 43,500 ā 43,500 Customer Lists (useful life of 15 years) 194,000 8,500 202,500 Right-Of-Use Assets 49,040 ā 49,040 Long-Term Tax Indemnity Assets 7,500 ā 7,500 Other Long-Term Assets 2,850 402 3,252 Accounts Payable (4,074) ā (4,074) Accrued and Other Current Liabilities (3,678) (987) (4,665) Lease Liabilities - Short-Term (4,811) ā (4,811) Deferred Tax Liabilities (56,249) (6,912) (63,161) Tax Contingency Reserve (22,511) 5,190 (17,321) Lease Liabilities - Long-Term (45,369) ā (45,369) Estimated fair value of net assets acquired 256,566 2,875 259,441 Goodwill 129,169 (4,029) 125,140 Total Purchase Price $ 385,735 $ (1,154) $ 384,581 Deferred tax liabilities were established to record the deferred tax impact of purchase price accounting adjustments, primarily related to intangibles assets. Tax contingency reserves relate to uncertain tax positions TRUaire took in the periods prior to the acquisition date. In accordance with the tax indemnification included in the purchase agreement of TRUaire, the seller has provided contractual indemnification to the Company for up to $12.5 million related to uncertain tax positions taken in prior years. The outcome of this arrangement will either be settled or expire by 2023. During the three months ended March 31, 2021, TRUaire received an audit closing letter from Internal Revenue Service related to calendar 2017, a pre-acquisition tax year. As a result of this, $5.0 million of the relevant tax indemnification assets was released in accordance with the purchase agreement. As of September 30, 2021, $7.5 million of the tax indemnification assets remain outstanding. Goodwill of $125.1 million represents the excess of the purchase price over the fair value of the underlying tangible and intangible assets acquired and liabilities assumed. The acquisition goodwill represents the value expected to be obtained from expanding the Companyās product offerings more broadly across the HVAC/R end market. The goodwill recorded as part of this acquisition is included in the Contractor Solutions segment. The goodwill associated with the acquisition will not be amortized for financial reporting purposes and will not be deductible for income tax purposes. TRUaire generated net revenue of $102.6 million and a net income before income taxes of $9.2 million for the period from the acquisition date to September 30, 2021. The net income before taxes includes the indemnification expense of $5.0 million discussed above. For the three months ended September 30, 2021, TRUaire generated revenue of $35.2 million and a net income before income taxes of $4.9 million. TRUaire activity is currently included in our Contractor Solutions segment. During the year ended March 31, 2021, the Company incurred and paid $7.8 million of transaction expenses in connection with the TRUaire acquisition, which were included in selling, general and administrative expenses in the Consolidated Statement of Operations. No transaction expenses were incurred during the six months ended September 30, 2021. Pursuant to Topic 805, unaudited supplemental proforma results of operations for the three and six months ended September 30, 2020, as if the acquisition of TRUaire had occurred on April 1, 2019, are presented below (in thousands, except per share amounts): Three Months Ended September 30, 2020 Six Months Ended September 30, 2020 Revenue, net $ 133,650 $ 248,282 Net income 19,906 32,730 Net earnings per common share: Diluted $ 1.27 $ 2.09 Basic $ 1.28 $ 2.10 These proforma results do not present financial results that would have been realized had the acquisition occurred on April 1, 2019, nor are they intended to be a projection of future results. The unaudited proforma results include certain proforma adjustments to net income that were directly attributable to the acquisition, as if the acquisition had occurred on April 1, 2019, including the following: ā¢ Additional depreciation expense of $0.1 million and $0.3 million for the three and six months ended September 30, 2020, respectively, that would have been recognized as a result of the fair value step-up of the property, plant and equipment; ā¢ Additional amortization expense of $3.4 million and $6.8 million for the three and six months ended September 30, 2020, respectively, that would have been recognized as a result of the allocation of purchase consideration to customer lists subject to amortization; ā¢ Estimated additional interest expense of $1.2 million and $2.3 million for the three and six months ended September 30, 2020, respectively, as a result of incurring additional borrowing and ā¢ Income tax effect of the proforma adjustments calculated using a blended statutory income tax rate of 24.5% of $1.1 million and $2.3 million for the three and six months ended September 30, 2020, respectively. |
CONSOLIDATION OF VARIABLE INTER
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST | CONSOLIDATION OF VARIABLE INTEREST ENTITY AND REDEEMABLE NONCONTROLLING INTEREST Whitmore Joint Venture On April 1, 2021, Whitmore Manufacturing, LLC (āWhitmoreā), a wholly-owned subsidiary of CSWI, completed the formation of the previously announced joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS products (āShellā), a wholly-owned subsidiary of Shell Oil Company that comprises Shellās U.S. lubricants business. The formation was consummated through a transaction in which Whitmore sold to Shell a 50% interest in a wholly-owned subsidiary (containing certain existing operating assets) in exchange for consideration of $13.4 million from Shell in the form of cash ($5.3 million) and intangible assets ($8.1 million). The Whitmore JV has been consolidated into the operations of the Company and its activity has been included in our Specialized Reliability Solutions segment since the formation date. The Whitmore JV is deemed to be a VIE as the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The major factor that led to the conclusion that Company is the primary beneficiary of this VIE is that Whitmore has the power to direct the most significant activities due to its ability to direct the manufacturing decisions of the Whitmore JV. Whitmore JV's total net assets are presented below (in thousands): September 30, 2021 Cash $ 5,775 Accounts receivable, net 8,612 Inventories, net 1,481 Prepaid expenses and other current assets 165 Property, plant and equipment, net 3,058 Intangible assets, net 7,693 Other assets 30 Total assets $ 26,814 Accounts payable $ 5,210 Accrued and other current liabilities 203 Total liabilities $ 5,413 During the three and six months ended September 30, 2021, the Whitmore JV generated a net income of $0.4 million and $1.1 million, respectively. The Whitmore JV's LLC Agreement contains a put option that gives either member the right to sell its 50% equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90% of the initiating member's equity interest determined based on the fair market value of the Whitmore JV's net assets. This put option can be exercised, at either member's discretion, by providing written notice to the other member after three years from the Whitmore JV's formation, subject to certain time restrictions. This redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. Changes in redeemable noncontrolling interest for the six-month period ended September 30, 2021 were as follows (in thousands): Balance at March 31, 2021 $ ā Fair value of redeemable noncontrolling interest at formation-date 13,391 Net income attributable to redeemable noncontrolling interest 527 Contributions from noncontrolling interest 1,000 Adjustments to redemption value ā Balance at September 30, 2021 $ 14,918 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in thousands): September 30, 2021 March 31, 2021 Raw materials and supplies $ 39,277 $ 27,416 Work in process 7,648 6,365 Finished goods 71,910 72,452 Total inventories 118,835 106,233 Less: LIFO reserve (4,287) (4,565) Less: Obsolescence reserve (3,787) (3,582) Inventories, net $ 110,761 $ 98,086 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS During the three months ended June 30, 2021, we revised our segment structure creating three reportable segments: Contractor Solutions, Engineered Building Solutions and Specialized Reliability Solutions. Refer to Note 1 and Note 18 for additional information on the Company's segment realignment. As part of our segment realignment, we changed our reporting units and reallocated existing goodwill to each of the new reportable segments and associated reporting units, based on management's estimate of the relative fair value of each reporting unit. The result of this reallocation of goodwill has been recast, by reportable segment, as of March 31, 2021. The changes in the carrying amount of goodwill as of September 30, 2021 and March 31, 2021 were as follows (in thousands): Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Balance at March 31, 2021 $ 169,345 $ 22,238 $ 27,212 $ 218,795 Goodwill re-allocation 14,813 2,727 (17,540) ā TRUaire acquisition (420) ā ā (420) Currency translation (46) (88) (83) (217) Balance at September 30, 2021 $ 183,692 $ 24,877 $ 9,589 $ 218,158 In conjunction with the goodwill reallocation described above, during the three months ended June 30, 2021, we performed an impairment test of goodwill held by all reporting units as of March 31, 2021. Based on the results of the goodwill assessment, we determined that the fair values of each reporting unit exceeded its carrying value. As such, we concluded that there was no indication of goodwill impairment for all reporting units. The following table provides information about our intangible assets (in thousands, except years): September 30, 2021 March 31, 2021 Wtd Avg Life (Years) Ending Gross Amount Accumulated Amortization Ending Gross Amount Accumulated Amortization Finite-lived intangible assets: Patents 11 $ 9,417 $ (7,858) $ 9,461 $ (7,540) Customer lists and amortized trademarks 14 274,885 (51,647) 267,096 (42,345) Non-compete agreements 5 975 (876) 982 (790) Other 8 4,763 (3,400) 4,743 (3,141) $ 290,040 $ (63,781) $ 282,282 $ (53,816) Trade names and trademarks not being amortized: $ 54,588 $ ā $ 54,594 $ ā Amortization expenses for the three and six months ended September 30, 2021 were $5.1 million and $14.2 million (including the amortization of inventory purchase accounting adjustment of $3.9 million), respectively. Amortization expenses for the three and six months ended September 30, 2020 were $1.7 million and $3.3 million, respectively. The following table shows the estimated future amortization for intangible assets, as of September 30, 2021, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands): 2022 $ 9,681 2023 19,079 2024 18,367 2025 17,409 2026 16,499 Thereafter 145,224 Total $ 226,259 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Refer to Note 5 to our consolidated financial statements included in our Annual Report for a description of the 2015 Equity and Incentive Compensation Plan (the "2015 Plan"). As of September 30, 2021, 546,844 shares were available for issuance under the 2015 Plan. We recorded share-based compensation expense as follows for the three and six months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Share-based compensation expense $ 2,048 $ 1,222 $ 3,936 $ 2,550 Related income tax benefit (492) (293) (945) (612) Net share-based compensation expense $ 1,556 $ 929 $ 2,991 $ 1,938 Stock option activity was as follows: Six Months Ended September 30, 2021 Number of Shares Weighted Average Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2021 63,413 $ 25.23 Exercised (21,000) 25.23 Outstanding at September 30, 2021 42,413 25.23 2.9 $ 4.3 Exercisable at September 30, 2021 42,413 $ 25.23 2.9 $ 4.3 All compensation costs related to stock options were recognized prior to April 1, 2019. No options were granted or vested during the three and six months ended September 30, 2021 and 2020. Restricted share activity was as follows: Six Months Ended September 30, 2021 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2021: 172,916 $ 70.50 Granted 128,868 172.65 Vested (60,596) 59.37 Canceled (597) 69.19 Outstanding at September 30, 2021 240,591 $ 114.35 During the three months ended June 30, 2021, Joe Armes, the Company's Chairman, Chief Executive Officer and President, was awarded a series of long-term incentive awards with the purpose of retaining him through retirement and promoting successful succession planning and transition practices. Mr. Armes' awards include 31,496 shares of restricted stock, 27,559 performance shares and 19,685 performance restricted stock units. All awards granted to Mr. Armes are included in the above restricted share activity. During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of September 30, 2021 and 2020 included 102,162 and 89,199 shares (at target), respectively, with performance-based vesting provisions, and a vesting range of 0%-200% based on pre-defined performance targets with market conditions. Performance-based awards accrue dividend equivalents, which are settled upon (and to the extent of) vesting of the underlying award and do not have the right to vote until vested. Performance-based awards are earned upon the achievement of objective performance targets and are payable in common shares. Compensation expense is calculated based on the fair market value as determined by a Monte Carlo simulation and is recognized over a 36-month cliff vesting period. No awards with performance-based vesting provisions were granted during the three months ended September 30, 2021 and 2020. We granted 47,845 and 26,966 awards with performance-based vesting provisions during the six months ended September 30, 2021 and 2020, respectively, with a vesting range of 0%-200%. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Debt consists of the following (in thousands): September 30, 2021 March 31, 2021 Revolving Credit Facility, interest rate of 1.83% and 2.11%, respectively $ 204,000 $ 232,000 Whitmore Term Loan, interest rate of 2.08% and 2.11%, respectively 10,056 10,337 Total debt 214,056 242,337 Less: Current portion (561) (561) Long-term debt $ 213,495 $ 241,776 Revolving Credit Facility As discussed in Note 7 to our consolidated financial statements included in our Annual Report, we had a five-year, $300.0 million revolving credit facility agreement, which was scheduled to mature on September 15, 2022 (the āRevolving Credit Facilityā). Borrowings under this facility bore interest at a rate of prime plus 1.00% or London Interbank Offered Rate ("LIBOR") plus 2.00%, which is adjusted based on our quarterly leverage ratio. We also paid a commitment fee of 0.25% for the unutilized portion of this revolving credit facility. On May 18, 2021, we entered into a Second Amended and Restated Credit Agreement (the āSecond Credit Agreementā), which provides for a $400 million revolving credit facility that contains a $25 million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans. The Second Credit Agreement is scheduled to mature on May 18, 2026. The Company incurred a total of $2.3 million in underwriting discounts and fees, which are being amortized over the life of the Second Credit Agreement. Borrowings under the Second Credit Agreement bear interest at either base rate or LIBOR, plus, in either case, an applicable margin based on the Companyās leverage ratio calculated on a quarterly basis. The base rate is described in the Second Credit Agreement as the highest of (i) the Federal funds effective rate plus 0.50%, (ii) the prime rate quoted by The Wall Street Journal, and (iii) the one-month LIBOR rate plus 1.00%. We pay a commitment fee of 0.25% for the unutilized portion of this revolving credit facility. Interest and commitment fees are payable at least quarterly and the outstanding principal balance is due at the maturity date. The Second Credit Agreement is secured by a first priority lien on all tangible and intangible assets and stock issued by the Borrower and its domestic subsidiaries, subject to specified exceptions, and 65% of the voting equity interests in its first-tier foreign subsidiaries. During the six months ended September 30, 2021, we borrowed $22.0 million and repaid $50.0 million under this facility. As of September 30, 2021 and March 31, 2021, we had $204.0 million and $232.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the credit facility in place at the time of $196.0 million and $68.0 million, respectively. The financial covenants contained in the Second Credit Agreement require the maintenance of a maximum leverage ratio of 3.00 to 1.00, subject to a temporary increase to 3.75 to 1.00 for 18 months following the consummation of permitted acquisitions with consideration in excess of certain threshold amounts set forth in the Second Credit Agreement, and the maintenance of a minimum fixed charge coverage ratio of 1.25 to 1.00, the calculations and terms of which are defined in the Second Credit Agreement. Covenant compliance is tested quarterly, and we were in compliance with all covenants as of September 30, 2021. Whitmore Term Loan In July 2014, Whitmore secured a term loan (the "Whitmore Term Loan") related to a warehouse and corporate office building and the remodel of an existing manufacturing and research and development facility. The Whitmore Term Loan matures on July 31, 2029 and requires payments of $140,000 each quarter. Borrowings under this term loan bear interest at a variable annual rate equal to one month LIBOR plus 2.0%. As of September 30, 2021 and March 31, 2021, Whitmore Manufacturing had $10.1 million and $10.3 million, respectively, in principal amount outstanding under the Whitmore Term Loan. Interest payments under the Whitmore Term Loan are hedged under an interest rate swap agreement as described in Note 9. |
LEASES
LEASES | 6 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES We have operating leases for manufacturing facilities, offices, warehouses, vehicles and certain equipment. Our leases have remaining lease terms of 1 year to 26 years, some of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements. Three Months Ended September 30, Six Months Ended September 30, (in thousands) 2021 2020 2021 2020 Components of Operating Lease Expenses Operating lease expense (a) $ 2,401 $ 846 $ 4,830 $ 1,691 Short-term lease expense 63 111 158 165 Total operating lease expense $ 2,464 $ 957 $ 4,988 $ 1,856 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) September 30, 2021 March 31, 2021 Operating Lease Assets and Liabilities Right-of-use assets, net (b) $ 62,319 $ 61,707 Short-term lease liabilities (c) $ 8,095 $ 8,063 Long-term lease liabilities (c) 57,804 56,709 Total operating lease liabilities $ 65,899 $ 64,772 (b) Included in other assets (c) Included in accrued and other current liabilities and other long-term liabilities Six Months Ended September 30, (in thousands) 2021 2020 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 4,752 $ 1,885 Right-of-use assets obtained in exchange for new operating lease obligations 133 128 (a) Included in our condensed consolidated statement of cash flows, operating activities in accounts payable and other current liabilities Other Information for Operating Leases Weighted average remaining lease term 8.2 years 5.8 years Weighted average discount rate 2.3 % 4.3 % Maturities of operating lease liabilities were as follows (in thousands): Year Ending March 31, 2022 (excluding the six months ended September 30, 2021) $ 4,877 2023 9,124 2024 9,026 2025 8,895 2026 8,897 Thereafter 31,333 Total lease liabilities 72,152 Less: Imputed interest (6,253) Present value of lease liabilities $ 65,899 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING | DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING We have an interest rate swap agreement to hedge exposure to floating interest rates on the Whitmore Term Loan, as discussed in Note 7. As of September 30, 2021 and March 31, 2021, we had $10.1 million and $10.3 million, respectively, of notional amount outstanding designated as an interest rate swap with third parties. The interest rate swap is highly effective. At September 30, 2021, the maximum remaining length of the interest rate swap contract was approximately 7.8 years. The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands): September 30, 2021 March 31, 2021 Current derivative liabilities $ 250 $ 280 Non-current derivative liabilities 794 736 The impact of changes in fair value of the interest rate swap is included in Note 16. Current and non-current derivative assets are reported in our condensed consolidated balance sheets in prepaid expenses and other current assets and other assets, respectively. Current and non-current derivative liabilities are reported in our condensed consolidated balance sheets in accrued and other current liabilities and other long-term liabilities, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three and six months ended September 30, 2021 and 2020 (amounts in thousands, except per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income $ 18,208 $ 16,354 $ 38,571 $ 28,312 Less: Net income attributable to redeemable noncontrolling interest (212) ā (527) ā Net income attributable to CSW Industrials, Inc. shareholders $ 17,996 $ 16,354 $ 38,044 $ 28,312 Weighted average shares: Common stock 15,637 14,651 15,621 14,627 Participating securities 118 96 114 100 Denominator for basic earnings per common share 15,755 14,747 15,735 14,727 Potentially dilutive securities 56 95 61 98 Denominator for diluted earnings per common share 15,811 14,842 15,796 14,825 Net income per share attributable to CSW Industrials, Inc. shareholders: Basic $ 1.14 $ 1.11 $ 2.42 $ 1.92 Diluted $ 1.14 $ 1.10 $ 2.41 $ 1.91 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Share Repurchase Program On November 7, 2018, we announced that our Board of Directors authorized a program to repurchase up to $75.0 million of our common stock over a two-year period. On October 30, 2020, we announced that our Board of Directors authorized a new program to repurchase up to $100.0 million of our common stock, which replaced the previously announced $75.0 million program. Under the newly-authorized program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Repurchases will be made at our discretion, based on ongoing assessments of the capital needs of the business, the market price of our common stock and general market conditions. Our Board of Directors has established an expiration of December 31, 2022, for completion of the new repurchase program; however, the program may be limited or terminated at any time at our discretion without notice. No shares were repurchased during the three months ended September 30, 2021, and 2020, respectively. No shares were repurchased during the six months ended September 30, 2021. 115,151 shares were repurchased for an aggregate amount of $7.3 million under the prior $75.0 million share repurchase program during the six months ended September 30, 2020. As of September 30, 2021, no shares had been repurchased under the previously announced $100.0 million program. Dividends In April 2019, we commenced a quarterly dividend program. Total dividends of $2.3 million and $2.0 million were paid during the three months ended September 30, 2021 and 2020, respectively. Total dividends of $4.7 million and $4.0 million were paid during the six months ended September 30, 2021 and 2020, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTSThe fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level 2 inputs.Ā The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at floating rates.Ā The carrying amounts of other financial instruments (i.e., cash and cash equivalents, accounts receivable, net, accounts payable) approximate their fair values at SeptemberĀ 30, 2021 and MarchĀ 31, 2021 due to their short-term nature. |
RETIREMENT PLANS
RETIREMENT PLANS | 6 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Refer to Note 13 to our consolidated financial statements included in our Annual Report for a description of our retirement and postretirement benefits. The following tables set forth the combined net pension benefit recognized in our condensed consolidated financial statements for all plans (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Service cost, benefits earned during the period $ 12 $ 10 $ 24 $ 20 Interest cost on projected benefit obligation 34 36 67 71 Expected return on assets (28) (24) (56) (47) Amortization of net actuarial loss 18 18 35 37 Net pension benefit $ 36 $ 40 $ 70 $ 81 The components of net periodic cost for retirement and postretirement benefits, other than service costs, are included in other expense, net in our condensed consolidated statements of income. |
CONTINGENCIES
CONTINGENCIES | 6 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIESFrom time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. Ā There are no matters pending that we currently believe have a reasonable possibility of having a material impact to our business, consolidated financial position, results of operations or cash flows. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESFor the three months ended September 30, 2021, we earned $24.3 million from operations before taxes and provided for income taxes of $6.1 million, resulting in an effective tax rate of 25.2%. For the six months ended September 30, 2021, we earned $51.1 million from operations before taxes and provided for income taxes of $12.5 million, resulting in an effective tax rate of 24.5%. The provision for income taxes differed from the statutory rate for the three and six months ended September 30, 2021 primarily due to state and foreign income taxes, executive compensation limitations, an increase in the reserves for uncertain tax provisions and provision for global intangible low-taxed income ("GILTI"); partially offset by excess tax deductions related to stock compensation and deductions related to foreign-derived intangible income ("FDII") and foreign tax credits. For the three months ended September 30, 2020, we earned $21.5 million from operations before taxes and provided for income taxes of $5.2 million, resulting in an effective tax rate of 24.1%. For the six months ended September 30, 2020, we earned $37.2 million from operations before taxes and provided for income taxes of $8.9 million, resulting in an effective tax rate of 23.8%. The provision for income taxes differed from the statutory rate for the three and six months ended September 30, 2020, primarily due to state income taxes, excess tax deductions related to stock compensation, a change in indefinite reinvestment assertion related to the investment in a foreign subsidiary, foreign tax credits, adjustments related to state tax returns and state R&D credits, the provision for global intangible low-taxed income ("GILTI") and an increase in the reserves for uncertain tax provisions. We are currently under examination by the Internal Revenue Service for Whitmore's federal short period tax return for tax year ending September 30, 2015. We have not been notified of any material adjustments. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The following table provides an analysis of the changes in accumulated other comprehensive loss (in thousands): Three Months Ended September 30, 2021 2020 Currency translation adjustments: Balance at beginning of period $ (3,905) $ (7,847) Adjustments for foreign currency translation (531) 1,052 Balance at end of period $ (4,436) $ (6,795) Interest rate swaps: Balance at beginning of period $ (912) $ (1,445) Unrealized gain, net of taxes of $(8) and $0, respectively (a) 30 1 Reclassification of losses included in interest expense, net, net of taxes of $(15) and $(16), respectively 57 59 Other comprehensive income 87 60 Balance at end of period $ (825) $ (1,385) Defined benefit plans: Balance at beginning of period $ (792) $ (875) Amortization of net losses, net of taxes of $(7) and $(1), respectively (b) 25 4 Balance at end of period $ (767) $ (871) Six Months Ended September 30, 2021 2020 Currency translation adjustments: Balance at beginning of period $ (4,394) $ (9,185) Adjustments for foreign currency translation (42) 2,390 Balance at end of period $ (4,436) $ (6,795) Interest rate swaps: Balance at beginning of period $ (803) $ (1,390) Unrealized losses, net of taxes of $36 and $28, respectively (136) (105) Reclassification of losses included in interest expense, net, net of taxes of $(30) and $(29), respectively 114 110 Other comprehensive income (loss) (22) 5 Balance at end of period $ (825) $ (1,385) Defined benefit plans: Balance at beginning of period $ (799) $ (871) Amortization of net losses, net of taxes of $(9) and $0, respectively (b) 32 ā Other comprehensive income (loss) 32 ā Balance at end of period $ (767) $ (871) (a) Unrealized gains (losses) are reclassified to earnings as underlying cash interest payments are made. We expect to recognize a loss of $0.2 million, net of deferred taxes, over the next twelve months related to designated cash flow hedges based on their fair values at September 30, 2021. (b) Amortization of actuarial losses out of accumulated comprehensive loss are included in the computation of net periodic pension expense. See Note 13 for additional information. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Refer to Note 18 to our consolidated financial statements included in our Annual Report for a description of our disaggregation of revenues. Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Three Months Ended September 30, 2021 Six Months Ended September 30, 2021 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ ā $ 21,762 $ ā $ 21,762 $ ā $ 45,411 $ ā $ 45,411 Book-and-ship 103,317 2,073 28,433 133,823 213,533 4,073 53,833 271,439 Net revenues $ 103,317 $ 23,835 $ 28,433 $ 155,585 $ 213,533 $ 49,484 $ 53,833 $ 316,850 Three Months Ended September 30, 2020 Six Months Ended September 30, 2020 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ ā $ 21,483 $ ā $ 21,483 $ ā $ 42,026 $ ā $ 42,026 Book-and-ship 63,244 2,213 18,000 83,457 113,070 3,824 36,984 153,878 Net revenues $ 63,244 $ 23,696 $ 18,000 $ 104,940 $ 113,070 $ 45,850 $ 36,984 $ 195,904 Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands): Balance at April 1, 2021: $ 1,018 Revenue recognized during the period (880) New contracts and revenue added to existing contracts during the period 594 Balance at September 30, 2021 $ 732 |
SEGMENTS
SEGMENTS | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS During the quarter ended June 30, 2021, we revised our segment structure to align with how our chief operating decision maker (who was determined to be our Chief Executive Officer) views our business, assesses performance and allocates resources to our business components. Effective April 1, 2021, following the completion of various strategic transactions including the acquisition of TRUaire and the formation of the Whitmore JV, our business is now organized into three reportable segments: (1) Contractor Solutions; (2) Engineered Building Solutions and (3) Specialized Reliability Solutions. Three Months Ended September 30, 2021: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 103,317 $ 23,834 $ 28,433 $ 155,584 $ 1 $ 155,585 Intersegment revenue 29 ā 25 54 (54) ā Operating income 26,753 2,334 1,008 30,095 (4,203) 25,892 Three Months Ended September 30, 2020: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 63,244 $ 23,696 $ 18,001 $ 104,941 $ (1) $ 104,940 Intersegment revenue 128 ā 15 143 (143) ā Operating income 21,651 3,531 360 25,542 (3,362) 22,180 Six Months Ended September 30, 2021: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 213,534 $ 49,484 $ 53,832 $ 316,850 $ ā $ 316,850 Intersegment revenue 55 ā 72 127 (127) ā Operating income 56,265 6,188 1,277 63,730 (9,365) 54,365 Six Months Ended September 30, 2020: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 113,070 $ 45,850 $ 36,985 $ 195,905 $ (1) $ 195,904 Intersegment revenue 186 ā 29 215 (215) ā Operating income 37,558 7,569 667 45,794 (7,362) 38,432 TOTAL ASSETS (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total September 30, 2021 $ 704,225 $ 70,414 $ 111,508 $ 886,147 $ 16,875 $ 903,022 March 31, 2021 686,408 67,281 108,028 861,717 13,240 874,957 |
ORGANIZATION AND OPERATIONS A_2
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (āQuarterly Reportā), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (āU.S.ā) generally accepted accounting principles (āGAAPā). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWIās financial position as of September 30, 2021, and the results of operations for the three and six-month periods ended September 30, 2021 and 2020. All adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWIās Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the āAnnual Reportā). |
Whitmore Joint Venture | Whitmore Joint Venture On April 1, 2021, Whitmore Manufacturing, LLC (āWhitmoreā), a wholly-owned subsidiary of CSWI, completed the formation of the previously announced joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS products (āShellā), a wholly-owned subsidiary of Shell Oil Company that comprises Shellās U.S. lubricants business. The formation was consummated through a transaction in which Whitmore sold to Shell a 50% interest in a wholly-owned subsidiary (containing certain existing operating assets) in exchange for consideration of $13.4 million from Shell in the form of cash and intangible assets. The Whitmore JV is deemed to be a variable interest entity ("VIE") and the Company is the primary beneficiary of this VIE, primarily due to Whitmore having the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. The Whitmore JV has been consolidated into the operations of the Company and its activity has been included in our Specialized Reliability Solutions segment since the formation date. Refer to Note 3 for further information on the Whitmore JV. |
Segment Realignment | Segment Realignment Beginning with the quarter ended June 30, 2021, we revised our segment structure to align with how our chief operating decision maker (who was determined to be our Chief Executive Officer) views our business, assesses performance and allocates resources to our business components. This segment structure revision became effective on April 1, 2021, and followed the completion of various strategic transactions including the acquisition of T.A. Industries, Inc. and the formation of the Whitmore JV. Refer to accounting policies below for detailed descriptions of our three business segments. Segments - As discussed above, we conduct our operations through three business segments based on how we manage the business. Our Chief Executive Officer views our business, assesses performance and allocates resources using financial information generated and reported at the reportable segment level. We evaluate segment performance and allocate resources based on each reportable segment's operating income. Our reportable segments are as follows: 1. Contractor Solutions , which manufactures and supplies products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for professional tradespeople. This segment is comprised primarily of our RectorSeal and TRUaire operating companies. 2. Engineered Building Solutions , which provides primarily code-driven products focused on life safety that are engineered to provide aesthetically-pleasing solutions for the construction, refurbishment and modernization of commercial, institutional, and multi-family residential buildings. This segment is comprised primarily of our Balco, Greco and Smoke Guard operating companies. 3. Specialized Reliability Solutions , which provides products for increasing the reliability, performance and lifespan of industrial assets and solving equipment maintenance challenges. This segment is comprised primarily of our Whitmore operating company and the Whitmore JV. |
Variable Interest Entities | Variable Interest Entities - We evaluate whether an entity is a variable interest entity (āVIEā) and determine if the primary beneficiary status is appropriate on a quarterly basis. We consolidate a VIE for which we are the primary beneficiary. When assessing the determination of the primary beneficiary, we consider all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIEās economic performance, the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. Through this evaluation, we determined that the Whitmore JV is a VIE and the Company is the primary beneficiary of this VIE, primarily due to the Whitmore having the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. |
Accounting Developments | Accounting Developments Pronouncements Implemented In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes: Simplifying the Accounting for Income Taxes." The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions and adding some requirements regarding franchise (or similar) tax, step-ups in a business combination, treatment of entities not subject to tax and when to apply enacted changes in tax laws. This ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The amendments related to changes in ownership of foreign equity method investments or foreign subsidiaries should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments related to franchise taxes that are partially based on income should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other amendments should be applied on a prospective basis. Early adoption is permitted. Our adoption of ASU No. 2019-12 effective April 1, 2021 did not have a material impact on our condensed consolidated financial conditions and results of operations. Pronouncements not yet implemented In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective immediately; however, it is only available through December 31, 2022. We are currently evaluating the potential impact of this ASU on our consolidated financial position and results of operations. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | Acquisition Consideration (Amounts in thousands, except for shares) Cash (a) $ 286,925 Common stock (849,852 shares) 97,656 Total consideration transferred $ 384,581 (a) Amount includes working capital and closing cash adjustments, and includes the $1.4 million received by the Company on April 1, 2021 as a result of the final working capital true-up adjustment pursuant to the purchase agreement. |
Schedule of Aggregate Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the Company's best initial estimate of the aggregate fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands). Initial Estimated Fair Value Measurement Period Adjustments Updated Estimated Fair Value Cash $ 1,471 $ ā $ 1,471 Accounts Receivable, net 13,467 ā 13,467 Inventory 46,313 (1,300) 45,013 Short-Term Tax Indemnity Assets 5,000 ā 5,000 Other Current Assets 1,285 1,047 2,332 Property, Plant and Equipment 28,832 (3,065) 25,767 Trade Name (indefinite life) 43,500 ā 43,500 Customer Lists (useful life of 15 years) 194,000 8,500 202,500 Right-Of-Use Assets 49,040 ā 49,040 Long-Term Tax Indemnity Assets 7,500 ā 7,500 Other Long-Term Assets 2,850 402 3,252 Accounts Payable (4,074) ā (4,074) Accrued and Other Current Liabilities (3,678) (987) (4,665) Lease Liabilities - Short-Term (4,811) ā (4,811) Deferred Tax Liabilities (56,249) (6,912) (63,161) Tax Contingency Reserve (22,511) 5,190 (17,321) Lease Liabilities - Long-Term (45,369) ā (45,369) Estimated fair value of net assets acquired 256,566 2,875 259,441 Goodwill 129,169 (4,029) 125,140 Total Purchase Price $ 385,735 $ (1,154) $ 384,581 |
Schedule of Unaudited Proforma Financial Information | Pursuant to Topic 805, unaudited supplemental proforma results of operations for the three and six months ended September 30, 2020, as if the acquisition of TRUaire had occurred on April 1, 2019, are presented below (in thousands, except per share amounts): Three Months Ended September 30, 2020 Six Months Ended September 30, 2020 Revenue, net $ 133,650 $ 248,282 Net income 19,906 32,730 Net earnings per common share: Diluted $ 1.27 $ 2.09 Basic $ 1.28 $ 2.10 |
CONSOLIDATION OF VARIABLE INT_2
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Whitmore JV's total net assets are presented below (in thousands): September 30, 2021 Cash $ 5,775 Accounts receivable, net 8,612 Inventories, net 1,481 Prepaid expenses and other current assets 165 Property, plant and equipment, net 3,058 Intangible assets, net 7,693 Other assets 30 Total assets $ 26,814 Accounts payable $ 5,210 Accrued and other current liabilities 203 Total liabilities $ 5,413 |
Schedule of Changes In Redeemable Noncontrolling Interest | Changes in redeemable noncontrolling interest for the six-month period ended September 30, 2021 were as follows (in thousands): Balance at March 31, 2021 $ ā Fair value of redeemable noncontrolling interest at formation-date 13,391 Net income attributable to redeemable noncontrolling interest 527 Contributions from noncontrolling interest 1,000 Adjustments to redemption value ā Balance at September 30, 2021 $ 14,918 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): September 30, 2021 March 31, 2021 Raw materials and supplies $ 39,277 $ 27,416 Work in process 7,648 6,365 Finished goods 71,910 72,452 Total inventories 118,835 106,233 Less: LIFO reserve (4,287) (4,565) Less: Obsolescence reserve (3,787) (3,582) Inventories, net $ 110,761 $ 98,086 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of September 30, 2021 and March 31, 2021 were as follows (in thousands): Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Balance at March 31, 2021 $ 169,345 $ 22,238 $ 27,212 $ 218,795 Goodwill re-allocation 14,813 2,727 (17,540) ā TRUaire acquisition (420) ā ā (420) Currency translation (46) (88) (83) (217) Balance at September 30, 2021 $ 183,692 $ 24,877 $ 9,589 $ 218,158 |
Schedule of Intangible Assets | The following table provides information about our intangible assets (in thousands, except years): September 30, 2021 March 31, 2021 Wtd Avg Life (Years) Ending Gross Amount Accumulated Amortization Ending Gross Amount Accumulated Amortization Finite-lived intangible assets: Patents 11 $ 9,417 $ (7,858) $ 9,461 $ (7,540) Customer lists and amortized trademarks 14 274,885 (51,647) 267,096 (42,345) Non-compete agreements 5 975 (876) 982 (790) Other 8 4,763 (3,400) 4,743 (3,141) $ 290,040 $ (63,781) $ 282,282 $ (53,816) Trade names and trademarks not being amortized: $ 54,588 $ ā $ 54,594 $ ā |
Schedule of Estimated Future Amortization for Intangible Assets | The following table shows the estimated future amortization for intangible assets, as of September 30, 2021, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands): 2022 $ 9,681 2023 19,079 2024 18,367 2025 17,409 2026 16,499 Thereafter 145,224 Total $ 226,259 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | We recorded share-based compensation expense as follows for the three and six months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Share-based compensation expense $ 2,048 $ 1,222 $ 3,936 $ 2,550 Related income tax benefit (492) (293) (945) (612) Net share-based compensation expense $ 1,556 $ 929 $ 2,991 $ 1,938 |
Schedule of Stock Options Activity | Stock option activity was as follows: Six Months Ended September 30, 2021 Number of Shares Weighted Average Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2021 63,413 $ 25.23 Exercised (21,000) 25.23 Outstanding at September 30, 2021 42,413 25.23 2.9 $ 4.3 Exercisable at September 30, 2021 42,413 $ 25.23 2.9 $ 4.3 |
Schedule of Restricted Share Activity | Restricted share activity was as follows: Six Months Ended September 30, 2021 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2021: 172,916 $ 70.50 Granted 128,868 172.65 Vested (60,596) 59.37 Canceled (597) 69.19 Outstanding at September 30, 2021 240,591 $ 114.35 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debt consists of the following (in thousands): September 30, 2021 March 31, 2021 Revolving Credit Facility, interest rate of 1.83% and 2.11%, respectively $ 204,000 $ 232,000 Whitmore Term Loan, interest rate of 2.08% and 2.11%, respectively 10,056 10,337 Total debt 214,056 242,337 Less: Current portion (561) (561) Long-term debt $ 213,495 $ 241,776 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense, Operating Lease Assets and Liabilities, Supplemental Cash Flow, and Other Information | Three Months Ended September 30, Six Months Ended September 30, (in thousands) 2021 2020 2021 2020 Components of Operating Lease Expenses Operating lease expense (a) $ 2,401 $ 846 $ 4,830 $ 1,691 Short-term lease expense 63 111 158 165 Total operating lease expense $ 2,464 $ 957 $ 4,988 $ 1,856 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) September 30, 2021 March 31, 2021 Operating Lease Assets and Liabilities Right-of-use assets, net (b) $ 62,319 $ 61,707 Short-term lease liabilities (c) $ 8,095 $ 8,063 Long-term lease liabilities (c) 57,804 56,709 Total operating lease liabilities $ 65,899 $ 64,772 (b) Included in other assets (c) Included in accrued and other current liabilities and other long-term liabilities Six Months Ended September 30, (in thousands) 2021 2020 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 4,752 $ 1,885 Right-of-use assets obtained in exchange for new operating lease obligations 133 128 (a) Included in our condensed consolidated statement of cash flows, operating activities in accounts payable and other current liabilities Other Information for Operating Leases Weighted average remaining lease term 8.2 years 5.8 years Weighted average discount rate 2.3 % 4.3 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Year Ending March 31, 2022 (excluding the six months ended September 30, 2021) $ 4,877 2023 9,124 2024 9,026 2025 8,895 2026 8,897 Thereafter 31,333 Total lease liabilities 72,152 Less: Imputed interest (6,253) Present value of lease liabilities $ 65,899 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives | The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands): September 30, 2021 March 31, 2021 Current derivative liabilities $ 250 $ 280 Non-current derivative liabilities 794 736 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Earnings Per Share | The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three and six months ended September 30, 2021 and 2020 (amounts in thousands, except per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income $ 18,208 $ 16,354 $ 38,571 $ 28,312 Less: Net income attributable to redeemable noncontrolling interest (212) ā (527) ā Net income attributable to CSW Industrials, Inc. shareholders $ 17,996 $ 16,354 $ 38,044 $ 28,312 Weighted average shares: Common stock 15,637 14,651 15,621 14,627 Participating securities 118 96 114 100 Denominator for basic earnings per common share 15,755 14,747 15,735 14,727 Potentially dilutive securities 56 95 61 98 Denominator for diluted earnings per common share 15,811 14,842 15,796 14,825 Net income per share attributable to CSW Industrials, Inc. shareholders: Basic $ 1.14 $ 1.11 $ 2.42 $ 1.92 Diluted $ 1.14 $ 1.10 $ 2.41 $ 1.91 |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Pension Benefit | The following tables set forth the combined net pension benefit recognized in our condensed consolidated financial statements for all plans (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Service cost, benefits earned during the period $ 12 $ 10 $ 24 $ 20 Interest cost on projected benefit obligation 34 36 67 71 Expected return on assets (28) (24) (56) (47) Amortization of net actuarial loss 18 18 35 37 Net pension benefit $ 36 $ 40 $ 70 $ 81 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Analysis of Changes in Accumulated Other Comprehensive Loss | The following table provides an analysis of the changes in accumulated other comprehensive loss (in thousands): Three Months Ended September 30, 2021 2020 Currency translation adjustments: Balance at beginning of period $ (3,905) $ (7,847) Adjustments for foreign currency translation (531) 1,052 Balance at end of period $ (4,436) $ (6,795) Interest rate swaps: Balance at beginning of period $ (912) $ (1,445) Unrealized gain, net of taxes of $(8) and $0, respectively (a) 30 1 Reclassification of losses included in interest expense, net, net of taxes of $(15) and $(16), respectively 57 59 Other comprehensive income 87 60 Balance at end of period $ (825) $ (1,385) Defined benefit plans: Balance at beginning of period $ (792) $ (875) Amortization of net losses, net of taxes of $(7) and $(1), respectively (b) 25 4 Balance at end of period $ (767) $ (871) Six Months Ended September 30, 2021 2020 Currency translation adjustments: Balance at beginning of period $ (4,394) $ (9,185) Adjustments for foreign currency translation (42) 2,390 Balance at end of period $ (4,436) $ (6,795) Interest rate swaps: Balance at beginning of period $ (803) $ (1,390) Unrealized losses, net of taxes of $36 and $28, respectively (136) (105) Reclassification of losses included in interest expense, net, net of taxes of $(30) and $(29), respectively 114 110 Other comprehensive income (loss) (22) 5 Balance at end of period $ (825) $ (1,385) Defined benefit plans: Balance at beginning of period $ (799) $ (871) Amortization of net losses, net of taxes of $(9) and $0, respectively (b) 32 ā Other comprehensive income (loss) 32 ā Balance at end of period $ (767) $ (871) (a) Unrealized gains (losses) are reclassified to earnings as underlying cash interest payments are made. We expect to recognize a loss of $0.2 million, net of deferred taxes, over the next twelve months related to designated cash flow hedges based on their fair values at September 30, 2021. (b) Amortization of actuarial losses out of accumulated comprehensive loss are included in the computation of net periodic pension expense. See Note 13 for additional information. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Three Months Ended September 30, 2021 Six Months Ended September 30, 2021 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ ā $ 21,762 $ ā $ 21,762 $ ā $ 45,411 $ ā $ 45,411 Book-and-ship 103,317 2,073 28,433 133,823 213,533 4,073 53,833 271,439 Net revenues $ 103,317 $ 23,835 $ 28,433 $ 155,585 $ 213,533 $ 49,484 $ 53,833 $ 316,850 Three Months Ended September 30, 2020 Six Months Ended September 30, 2020 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ ā $ 21,483 $ ā $ 21,483 $ ā $ 42,026 $ ā $ 42,026 Book-and-ship 63,244 2,213 18,000 83,457 113,070 3,824 36,984 153,878 Net revenues $ 63,244 $ 23,696 $ 18,000 $ 104,940 $ 113,070 $ 45,850 $ 36,984 $ 195,904 |
Schedule of Contract Liabilities | Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands): Balance at April 1, 2021: $ 1,018 Revenue recognized during the period (880) New contracts and revenue added to existing contracts during the period 594 Balance at September 30, 2021 $ 732 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segments | Three Months Ended September 30, 2021: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 103,317 $ 23,834 $ 28,433 $ 155,584 $ 1 $ 155,585 Intersegment revenue 29 ā 25 54 (54) ā Operating income 26,753 2,334 1,008 30,095 (4,203) 25,892 Three Months Ended September 30, 2020: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 63,244 $ 23,696 $ 18,001 $ 104,941 $ (1) $ 104,940 Intersegment revenue 128 ā 15 143 (143) ā Operating income 21,651 3,531 360 25,542 (3,362) 22,180 Six Months Ended September 30, 2021: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 213,534 $ 49,484 $ 53,832 $ 316,850 $ ā $ 316,850 Intersegment revenue 55 ā 72 127 (127) ā Operating income 56,265 6,188 1,277 63,730 (9,365) 54,365 Six Months Ended September 30, 2020: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 113,070 $ 45,850 $ 36,985 $ 195,905 $ (1) $ 195,904 Intersegment revenue 186 ā 29 215 (215) ā Operating income 37,558 7,569 667 45,794 (7,362) 38,432 TOTAL ASSETS (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total September 30, 2021 $ 704,225 $ 70,414 $ 111,508 $ 886,147 $ 16,875 $ 903,022 March 31, 2021 686,408 67,281 108,028 861,717 13,240 874,957 |
ORGANIZATION AND OPERATIONS A_3
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - Additional Information (Details) $ in Millions | Apr. 01, 2021USD ($) | Sep. 30, 2021segment | Sep. 30, 2021segmentbrand |
Variable Interest Entity [Line Items] | |||
Highly respected industrial brands (more than) | brand | 100 | ||
Number of reportable segments | 3 | 3 | |
Number of operating segments | 3 | ||
Shell | Variable Interest Entity | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest, decrease from deconsolidation | $ | $ 13.4 | ||
Shell | Whitmore | Variable Interest Entity | |||
Variable Interest Entity [Line Items] | |||
Noncontroling interest, ownership percentage sold | 50.00% |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) | Dec. 15, 2020 | Nov. 04, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 218,158,000 | $ 218,795,000 | $ 218,158,000 | $ 218,158,000 | $ 218,795,000 | ||||
Income from continuing operations before income taxes | 24,329,000 | $ 21,536,000 | 51,093,000 | $ 37,163,000 | |||||
Additional depreciation expense | 6,021,000 | 3,776,000 | |||||||
Income tax effect | 6,121,000 | 5,182,000 | 12,522,000 | 8,851,000 | |||||
T.A. Industries (TRUaire) | |||||||||
Business Acquisition [Line Items] | |||||||||
Percent of outstanding equity acquired | 100.00% | ||||||||
Cash consideration / amount paid at closing and funded through revolving credit facility | $ 284,000,000 | ||||||||
Cash consideration after working capital and closing cash adjustments | $ 286,925,000 | ||||||||
Stock consideration (in shares) | 849,852 | ||||||||
Stock consideration, value of common stock | $ 97,656,000 | $ 76,000,000 | |||||||
Purchase price held in escrow account to offset potential income tax contingencies (up to) | 12,500,000 | ||||||||
Tax indemnification asset released in accordance with purchase agreement | $ 5,000,000 | ||||||||
Amount related to uncertain tax positions taken in prior years that the seller has provided contractual indemnification to the Company for | 7,500,000 | 7,500,000 | 7,500,000 | ||||||
Goodwill | $ 129,169,000 | 125,140,000 | $ 125,140,000 | 125,140,000 | |||||
Revenues | 35,200,000 | 102,600,000 | |||||||
Income from continuing operations before income taxes | $ 4,900,000 | $ 9,200,000 | |||||||
Transaction expenses incurred | $ 7,800,000 | ||||||||
Additional depreciation expense | 100,000 | 300,000 | |||||||
Additional amortization expense | 3,400,000 | 6,800,000 | |||||||
Additional interest expense as a result of incurring additional borrowing | $ 1,200,000 | 2,300,000 | |||||||
Blended statutory income tax rate | 24.50% | ||||||||
Income tax effect | $ (1,100,000) | $ (2,300,000) |
ACQUISITIONS - Consideration Tr
ACQUISITIONS - Consideration Transferred (Details) - T.A. Industries (TRUaire) - USD ($) $ in Thousands | Apr. 01, 2021 | Dec. 15, 2020 | Nov. 04, 2020 |
Business Acquisition [Line Items] | |||
Cash | $ 286,925 | ||
Common stock (849,852 shares) | 97,656 | $ 76,000 | |
Total consideration transferred | $ 384,581 | ||
Working capital and closing cash adjustments | $ 1,400 | ||
Stock consideration (in shares) | 849,852 |
ACQUISITIONS - Aggregate Fair V
ACQUISITIONS - Aggregate Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | 10 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 15, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 218,158 | $ 218,158 | $ 218,795 | |
Goodwill re-allocation | 0 | |||
T.A. Industries (TRUaire) | ||||
Business Acquisition [Line Items] | ||||
Cash | 1,471 | 1,471 | $ 1,471 | |
Accounts Receivable, net | 13,467 | 13,467 | 13,467 | |
Inventory | 45,013 | 45,013 | 46,313 | |
Measurement Period Adjustments, Inventory | (1,300) | |||
Short-Term Tax Indemnity Assets | 5,000 | 5,000 | 5,000 | |
Other Current Assets | 2,332 | 2,332 | 1,285 | |
Measurement Period Adjustments, Other Current Assets | 1,047 | |||
Property, Plant and Equipment | 25,767 | 25,767 | 28,832 | |
Measurement Period Adjustments, Property, Plant and Equipment | (3,065) | |||
Trade Name (indefinite life) | $ 43,500 | 43,500 | 43,500 | |
Assets acquired, amortization period | 15 years | |||
Customer Lists (useful life of 15 years) | $ 202,500 | 202,500 | 194,000 | |
Measurement Period Adjustments, Customer Lists (useful life of 15 years) | 8,500 | |||
Right-Of-Use Assets | 49,040 | 49,040 | 49,040 | |
Long-Term Tax Indemnity Assets | 7,500 | 7,500 | 7,500 | |
Other Long-term Assets, Measurement Period | 402 | |||
Other Long-Term Assets | 3,252 | 3,252 | 2,850 | |
Accounts Payable | (4,074) | (4,074) | (4,074) | |
Accrued and Other Current Liabilities | (4,665) | (4,665) | (3,678) | |
Measurement Period Adjustments, Accrued and Other Current Liabilities | (987) | |||
Lease Liabilities - Short-Term | (4,811) | (4,811) | (4,811) | |
Deferred Tax Liabilities | (63,161) | (63,161) | (56,249) | |
Measurement Period Adjustments, Deferred Tax Liabilities | (6,912) | |||
Tax Contingency Reserve | (17,321) | (17,321) | (22,511) | |
Measurement Period Adjustments, Tax Contingency Reserve | 5,190 | |||
Lease Liabilities - Long-Term | (45,369) | (45,369) | (45,369) | |
Estimated fair value of net assets acquired | 259,441 | 259,441 | 256,566 | |
Estimated fair value of net assets acquired | 2,875 | |||
Goodwill | 125,140 | 125,140 | 129,169 | |
Goodwill re-allocation | (4,029) | |||
Total Purchase Price | $ 384,581 | 384,581 | $ 385,735 | |
Total Purchase Price | $ (1,154) |
ACQUISITIONS - Unaudited Profor
ACQUISITIONS - Unaudited Proforma Financial Information (Details) - T.A. Industries (TRUaire) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenue, net | $ 133,650 | $ 248,282 |
Net income | $ 19,906 | $ 32,730 |
Net earnings per common share: | ||
Diluted (in dollars per share) | $ 1.27 | $ 2.09 |
Basic (in dollars per share) | $ 1.28 | $ 2.10 |
CONSOLIDATION OF VARIABLE INT_3
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Narrative (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Variable Interest Entity [Line Items] | |||||
Net income attribute to Whitmore JV | $ 17,996 | $ 16,354 | $ 38,044 | $ 28,312 | |
Shell | Variable Interest Entity | |||||
Variable Interest Entity [Line Items] | |||||
Interest sold (in percent) | 50.00% | ||||
Consideration received | $ 13,400 | ||||
Proceeds from sale of variable interest entity | 5,300 | ||||
Intangible assets received on disposal of variable interest entity | $ 8,100 | ||||
Initiating member's equity interest | 90.00% | ||||
Period of written notice | 3 years | ||||
Whitmore Manufacturing, LLC | Variable Interest Entity | |||||
Variable Interest Entity [Line Items] | |||||
Net income attribute to Whitmore JV | $ 400 | $ 1,100 |
CONSOLIDATION OF VARIABLE INT_4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 17,329 | $ 10,088 |
Inventories, net | 110,761 | 98,086 |
Prepaid expenses and other current assets | 9,122 | 9,684 |
Property, plant and equipment, net | 80,956 | 82,554 |
Total assets | 903,022 | 874,957 |
Total liabilities | 439,157 | $ 462,944 |
Whitmore Manufacturing, LLC | Variable Interest Entity | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 5,775 | |
Accounts receivable, net | 8,612 | |
Inventories, net | 1,481 | |
Prepaid expenses and other current assets | 165 | |
Property, plant and equipment, net | 3,058 | |
Intangible assets, net | 7,693 | |
Other assets | 30 | |
Total assets | 26,814 | |
Accounts payable | 5,210 | |
Accrued and other current liabilities | 203 | |
Total liabilities | $ 5,413 |
CONSOLIDATION OF VARIABLE INT_5
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Changes In Redeemable Noncontrolling Interest (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Beginning balance | $ 0 |
Ending balance | 14,918 |
Variable Interest Entity | Whitmore Manufacturing, LLC | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Beginning balance | 0 |
Fair value of redeemable noncontrolling interest at formation-date | 13,391 |
Net income attributable to redeemable noncontrolling interest | 527 |
Contributions from noncontrolling interest | 1,000 |
Adjustments to redemption value | 0 |
Ending balance | $ 14,918 |
INVENTORIES (Detail)
INVENTORIES (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 39,277 | $ 27,416 |
Work in process | 7,648 | 6,365 |
Finished goods | 71,910 | 72,452 |
Total inventories | 118,835 | 106,233 |
Less: LIFO reserve | (4,287) | (4,565) |
Less: Obsolescence reserve | (3,787) | (3,582) |
Inventories, net | $ 110,761 | $ 98,086 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of reportable segments | segment | 3 | 3 | ||
Amortization expense of intangible assets | $ 5,100 | $ 1,700 | $ 14,200 | $ 3,300 |
Amortization of inventory purchase accounting adjustment | $ 3,900 | $ 3,900 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 6 Months Ended | 10 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 218,795 | |
Goodwill re-allocation | 0 | |
Currency translation | (217) | |
Balance at end of period | 218,158 | $ 218,158 |
T.A. Industries (TRUaire) | ||
Goodwill [Roll Forward] | ||
Goodwill re-allocation | (4,029) | |
TRUaire acquisition | (420) | |
Balance at end of period | 125,140 | 125,140 |
Contractor Solutions | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 169,345 | |
Goodwill re-allocation | 14,813 | |
Currency translation | (46) | |
Balance at end of period | 183,692 | 183,692 |
Contractor Solutions | T.A. Industries (TRUaire) | ||
Goodwill [Roll Forward] | ||
TRUaire acquisition | (420) | |
Engineered Building Solutions | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 22,238 | |
Goodwill re-allocation | 2,727 | |
Currency translation | (88) | |
Balance at end of period | 24,877 | 24,877 |
Engineered Building Solutions | T.A. Industries (TRUaire) | ||
Goodwill [Roll Forward] | ||
TRUaire acquisition | 0 | |
Specialized Reliability Solutions | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 27,212 | |
Goodwill re-allocation | (17,540) | |
Currency translation | (83) | |
Balance at end of period | 9,589 | $ 9,589 |
Specialized Reliability Solutions | T.A. Industries (TRUaire) | ||
Goodwill [Roll Forward] | ||
TRUaire acquisition | $ 0 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Ending Gross Amount | $ 290,040 | $ 282,282 |
Accumulated Amortization | (63,781) | (53,816) |
Trademarks and Trade Names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Ending Gross Amount | $ 54,588 | 54,594 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
WtdĀ Avg Life (Years) | 11 years | |
Ending Gross Amount | $ 9,417 | 9,461 |
Accumulated Amortization | $ (7,858) | (7,540) |
Customer lists and amortized trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
WtdĀ Avg Life (Years) | 14 years | |
Ending Gross Amount | $ 274,885 | 267,096 |
Accumulated Amortization | $ (51,647) | (42,345) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
WtdĀ Avg Life (Years) | 5 years | |
Ending Gross Amount | $ 975 | 982 |
Accumulated Amortization | $ (876) | (790) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
WtdĀ Avg Life (Years) | 8 years | |
Ending Gross Amount | $ 4,763 | 4,743 |
Accumulated Amortization | $ (3,400) | $ (3,141) |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Future Amortization (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 9,681 |
2023 | 19,079 |
2024 | 18,367 |
2025 | 17,409 |
2026 | 16,499 |
Thereafter | 145,224 |
Total | $ 226,259 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) | Sep. 30, 2021shares |
2015 Plan | Stock Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance (shares) | 546,844 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Share-based compensation expense | $ 2,048 | $ 1,222 | $ 3,936 | $ 2,550 |
Related income tax benefit | (492) | (293) | (945) | (612) |
Net share-based compensation expense | $ 1,556 | $ 929 | $ 2,991 | $ 1,938 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Activity (Detail) - Stock Options $ / shares in Units, $ in Millions | 6 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (shares) | shares | 63,413 |
Exercised (shares) | shares | (21,000) |
Outstanding at end of period (shares) | shares | 42,413 |
Exercisable at end of period (shares) | shares | 42,413 |
Weighted Average Price | |
weighted average price Outstanding at beginning of period (USD per share) | $ / shares | $ 25.23 |
weighted average price Exercised (USD per share) | $ / shares | 25.23 |
weighted average price Outstanding at end of period (USD per share) | $ / shares | $ 25.23 |
Outstanding remaining contractual life (in years) | 2 years 10 months 24 days |
Outstanding aggregate intrinsic value | $ | $ 4.3 |
Weighted average price exercisable at end of period (USD per share) | $ / shares | $ 25.23 |
Exercisable remaining contractual life (in years) | 2 years 10 months 24 days |
Exercisable aggregate intrinsic value | $ | $ 4.3 |
SHARE-BASED COMPENSATION (Stock
SHARE-BASED COMPENSATION (Stock Option Activity) - Additional Information (Detail) - Stock Options - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (shares) | 0 | 0 | 0 | 0 |
Number of shares vested (shares) | 0 | 0 | 0 | 0 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Share Activity (Detail) - Restricted Shares | 6 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (shares) | shares | 172,916 |
Granted (shares) | shares | 128,868 |
Vested (shares) | shares | (60,596) |
Canceled (shares) | shares | (597) |
Outstanding at end of period (shares) | shares | 240,591 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 70.50 |
Granted (USD per share) | $ / shares | 172.65 |
Vested (USD per share) | $ / shares | 59.37 |
Canceled (USD per share) | $ / shares | 69.19 |
Outstanding at end of period (USD per share) | $ / shares | $ 114.35 |
SHARE-BASED COMPENSATION (Restr
SHARE-BASED COMPENSATION (Restricted Stock Activity) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Restricted Stock Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested restricted shares outstanding (shares) | 102,162 | 89,199 | 102,162 | 89,199 | |
Restricted Stock Performance Shares | Joe Armes, CEO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares granted (shares) | 27,559 | ||||
Restricted Stock Performance Shares | Cliff Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares granted (shares) | 0 | 0 | 47,845 | 26,966 | |
Vesting period | 36 months | ||||
Restricted Stock Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based vesting range | 0.00% | ||||
Restricted Stock Performance Shares | Minimum | Cliff Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based vesting range | 0.00% | ||||
Restricted Stock Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based vesting range | 200.00% | ||||
Restricted Stock Performance Shares | Maximum | Cliff Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based vesting range | 200.00% | ||||
Restricted Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares granted (shares) | 128,868 | ||||
Unvested restricted shares outstanding (shares) | 240,591 | 240,591 | 172,916 | ||
Unrecognized compensation costs related to unvested restricted shares | $ 20.1 | $ 20.1 | |||
Weighted average vesting period | 4 years | ||||
Fair value of restricted shares granted | 0 | $ 0 | $ 17.2 | $ 2.5 | |
Fair value of restricted shares vested (less than for three months ended September 30, 2020) | $ 0.2 | $ 0.1 | $ 8.2 | $ 4.3 | |
Restricted Shares | Joe Armes, CEO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares granted (shares) | 31,496 | ||||
Restricted Stock Units (RSUs) | Joe Armes, CEO | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted shares granted (shares) | 19,685 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 214,056 | $ 242,337 |
Less: Current portion | (561) | (561) |
Long-term debt | $ 213,495 | $ 241,776 |
Whitmore | Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.08% | 2.11% |
Whitmore Term Loan, interest rate of 2.08% and 2.11%, respectively | $ 10,056 | $ 10,337 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.83% | 2.11% |
Revolving Credit Facility, interest rate of 1.83% and 2.11%, respectively | $ 204,000 | $ 232,000 |
LONG-TERM DEBT (Revolving Credi
LONG-TERM DEBT (Revolving Credit Agreement) - Additional Information (Detail) - USD ($) | May 18, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||||
Percentage of voting equity interests in first-tier foreign subsidiaries | 0.65 | |||
Borrowings on line of credit | $ 22,000,000 | $ 10,000,000 | ||
Repayments of long-term debt | $ (50,281,000) | $ (10,281,000) | ||
Maximum leverage ratio | 3 | |||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, term | 5 years | |||
Maximum borrowing capacity | $ 300,000,000 | |||
Commitment fee percentage | 0.25% | 0.25% | ||
Line of credit facility, remaining borrowing capacity | $ 400,000,000 | |||
Debt discount and issuance costs | $ 2,300,000 | |||
Line of credit outstanding amount | $ 204,000,000 | $ 232,000,000 | ||
Maximum leverage ratio | 3.75 | |||
Minimum fixed charge coverage ratio | 1.25 | |||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, remaining borrowing capacity | 196,000,000 | 68,000,000 | ||
Borrowings on line of credit | 22,000,000 | |||
Repayments of long-term debt | (50,000,000) | |||
Line of credit outstanding amount | $ 204,000,000 | $ 232,000,000 | ||
Revolving Credit Facility | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on interest rate | 1.00% | |||
Revolving Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on interest rate | 1.00% | 2.00% | ||
Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Spread on interest rate | 0.50% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, remaining borrowing capacity | $ 25,000,000 | |||
Swingline Loans | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, remaining borrowing capacity | $ 10,000,000 |
LONG-TERM DEBT (Whitmore Term L
LONG-TERM DEBT (Whitmore Term Loan) - Additional Information (Detail) - Whitmore - Secured Term Loan - USD ($) | 6 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 140,000 | |
Principal amount outstanding under term loan | $ 10,056,000 | $ 10,337,000 |
LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on interest rate | 2.00% |
LEASES - Additional Information
LEASES - Additional Information (Details) | Sep. 30, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 26 years |
LEASES - Components of Operatin
LEASES - Components of Operating Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease expense | $ 2,401 | $ 846 | $ 4,830 | $ 1,691 |
Short-term lease expense | 63 | 111 | 158 | 165 |
Total operating lease expense Ā | $ 2,464 | $ 957 | $ 4,988 | $ 1,856 |
LEASES - Operating Lease Assets
LEASES - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Leases [Abstract] | ||
Right-of-use assets, net | $ 62,319 | $ 61,707 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Short-term lease liabilities | $ 8,095 | $ 8,063 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and other current liabilities | Accrued and other current liabilities |
Long-term lease liabilities | $ 57,804 | $ 56,709 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Total operating lease liabilities | $ 65,899 | $ 64,772 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 4,752 | $ 1,885 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 133 | $ 128 |
LEASES - Other Information for
LEASES - Other Information for Operating Leases (Details) | Sep. 30, 2021 | Sep. 30, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term | 8 years 2 months 12 days | 5 years 9 months 18 days |
Weighted average discount rate | 2.30% | 4.30% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Leases [Abstract] | ||
Year Ending March 31, 2022 (excluding the six months ended September 30, 2021) | $ 4,877 | |
2023 | 9,124 | |
2024 | 9,026 | |
2025 | 8,895 | |
2026 | 8,897 | |
Thereafter | 31,333 | |
Total lease liabilitiesĀ | 72,152 | |
Less: Imputed interest | (6,253) | |
Total operating lease liabilities | $ 65,899 | $ 64,772 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Additional Information (Detail) - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Notional amount | $ 10.1 | $ 10.3 |
Maximum remaining length of contract | 7 years 9 months 18 days |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Fair Value of Derivatives (Detail) - Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Current derivative liabilities | $ 250 | $ 280 |
Non-current derivative liabilities | $ 794 | $ 736 |
EARNINGS PER SHARE (Detail)
EARNINGS PER SHARE (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 18,208 | $ 16,354 | $ 38,571 | $ 28,312 |
Less: Income attributable to redeemable noncontrolling interest | (212) | 0 | (527) | 0 |
Net income attributable to CSW Industrials, Inc. | $ 17,996 | $ 16,354 | $ 38,044 | $ 28,312 |
Weighted average shares: | ||||
Common stock (in shares) | 15,637 | 14,651 | 15,621 | 14,627 |
Participating securities (in shares) | 118 | 96 | 114 | 100 |
Denominator for basic earnings per common share (in shares) | 15,755 | 14,747 | 15,735 | 14,727 |
Potentially dilutive securities (in shares) | 56 | 95 | 61 | 98 |
Denominator for diluted earnings per common share (in shares) | 15,811 | 14,842 | 15,796 | 14,825 |
Net income per share attributable to CSW Industrials, Inc. shareholders: | ||||
Basic (USD per share) | $ 1.14 | $ 1.11 | $ 2.42 | $ 1.92 |
Diluted (USD per share) | $ 1.14 | $ 1.10 | $ 2.41 | $ 1.91 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | Nov. 12, 2021 | Oct. 12, 2021 | Sep. 30, 2021 | Nov. 07, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 30, 2020 |
Equity, Class of Treasury Stock [Line Items] | |||||||||
Shares repurchased, amount | $ 7,300,000 | ||||||||
Dividends paid | $ 2,300,000 | $ 2,000,000 | $ 4,700,000 | $ 4,000,000 | |||||
Forecast | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Dividend cash paid (USD per share) | $ 0.15 | ||||||||
Subsequent Event | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Dividend declared (USD per share) | $ 0.15 | ||||||||
Approved quarterly dividend rate (USD per share) | $ 0.15 | ||||||||
2018 Share Repurchase Program | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Share repurchase program authorized amount | $ 75,000,000 | ||||||||
Share repurchase program term | 2 years | ||||||||
Shares repurchased (shares) | 0 | 0 | 0 | 115,151 | |||||
2020 Share Repurchase Program | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Share repurchase program authorized amount | $ 100,000,000 | ||||||||
Shares repurchased (shares) | 0 |
RETIREMENT PLANS (Detail)
RETIREMENT PLANS (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Service cost, benefits earned during the period | $ 12 | $ 10 | $ 24 | $ 20 |
Interest cost on projected benefit obligation | 34 | 36 | 67 | 71 |
Expected return on assets | (28) | (24) | (56) | (47) |
Amortization of net actuarial loss | 18 | 18 | 35 | 37 |
Net pension benefit | $ 36 | $ 40 | $ 70 | $ 81 |
INCOME TAXES (Detail)
INCOME TAXES (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income from continuing operations before income taxes | $ 24,329 | $ 21,536 | $ 51,093 | $ 37,163 |
Income taxes | $ 6,121 | $ 5,182 | $ 12,522 | $ 8,851 |
Effective tax rate | 25.20% | 24.10% | 24.50% | 23.80% |
OTHER COMPREHENSIVE INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | $ 412,013 | $ 412,013 | ||||
Other comprehensive income (loss) | $ (419) | $ 1,116 | (32) | $ 2,395 | ||
Balance at end of period | 448,947 | 448,947 | ||||
Losses on cash flow hedges expected to be reclassified to earnings within next 12 months | 200 | |||||
Accumulated Foreign Currency Adjustment Attributable to Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (3,905) | (4,394) | (7,847) | $ (9,185) | (4,394) | (9,185) |
Other comprehensive income (loss) | (531) | 1,052 | (42) | 2,390 | ||
Balance at end of period | (4,436) | (3,905) | (6,795) | (7,847) | (4,436) | (6,795) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (912) | (803) | (1,445) | (1,390) | (803) | (1,390) |
Other comprehensive income (loss) | 87 | 60 | (22) | 5 | ||
Unrealized gain, net of taxes | 30 | 1 | (136) | (105) | ||
Reclassification, net of tax | 57 | 59 | 114 | 110 | ||
Balance at end of period | (825) | (912) | (1,385) | (1,445) | (825) | (1,385) |
Interest rate swaps, unrealized gain, tax | (8) | 0 | 36 | 28 | ||
Reclassification from AOCI, current period, tax | (15) | (16) | (30) | (29) | ||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (792) | (799) | (875) | (871) | (799) | (871) |
Other comprehensive income (loss) | 32 | 0 | ||||
Balance at end of period | (767) | $ (792) | (871) | $ (875) | (767) | (871) |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Reclassification, net of tax | 25 | 4 | 32 | 0 | ||
Reclassification from AOCI, current period, tax | $ (7) | $ (1) | $ (9) | $ 0 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 155,585 | $ 104,940 | $ 316,850 | $ 195,904 |
Change in Contract Liabilities [Roll Forward] | ||||
Balance at beginning of period | 1,018 | |||
Revenue recognized during the period | (880) | |||
New contracts and revenue added to existing contracts during the period | 594 | |||
Balance at end of period | 732 | 732 | ||
Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 21,762 | 21,483 | 45,411 | 42,026 |
Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 133,823 | 83,457 | 271,439 | 153,878 |
Contractor Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 103,317 | 63,244 | 213,533 | 113,070 |
Contractor Solutions | Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Contractor Solutions | Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 103,317 | 63,244 | 213,533 | 113,070 |
Engineered Building Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 23,835 | 23,696 | 49,484 | 45,850 |
Engineered Building Solutions | Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 21,762 | 21,483 | 45,411 | 42,026 |
Engineered Building Solutions | Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 2,073 | 2,213 | 4,073 | 3,824 |
Specialized Reliability Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 28,433 | 18,000 | 53,833 | 36,984 |
Specialized Reliability Solutions | Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Specialized Reliability Solutions | Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 28,433 | $ 18,000 | $ 53,833 | $ 36,984 |
SEGMENTS (Detail)
SEGMENTS (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | segment | 3 | 3 | |||
Segment Reporting Information [Line Items] | |||||
Revenues, net | $ 155,585 | $ 104,940 | $ 316,850 | $ 195,904 | |
Operating income | 25,892 | 22,180 | 54,365 | 38,432 | |
Total assets | 903,022 | 903,022 | $ 874,957 | ||
Contractor Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 103,317 | 63,244 | 213,533 | 113,070 | |
Engineered Building Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 23,835 | 23,696 | 49,484 | 45,850 | |
Specialized Reliability Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 28,433 | 18,000 | 53,833 | 36,984 | |
Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 155,584 | 104,941 | 316,850 | 195,905 | |
Operating income | 30,095 | 25,542 | 63,730 | 45,794 | |
Total assets | 886,147 | 886,147 | 861,717 | ||
Reportable Segments | Contractor Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 103,317 | 63,244 | 213,534 | 113,070 | |
Operating income | 26,753 | 21,651 | 56,265 | 37,558 | |
Total assets | 704,225 | 704,225 | 686,408 | ||
Reportable Segments | Engineered Building Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 23,834 | 23,696 | 49,484 | 45,850 | |
Operating income | 2,334 | 3,531 | 6,188 | 7,569 | |
Total assets | 70,414 | 70,414 | 67,281 | ||
Reportable Segments | Specialized Reliability Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 28,433 | 18,001 | 53,832 | 36,985 | |
Operating income | 1,008 | 360 | 1,277 | 667 | |
Total assets | 111,508 | 111,508 | 108,028 | ||
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 54 | 143 | 127 | 215 | |
Intersegment Eliminations | Contractor Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 29 | 128 | 55 | 186 | |
Intersegment Eliminations | Engineered Building Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 0 | 0 | 0 | 0 | |
Intersegment Eliminations | Specialized Reliability Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 25 | 15 | 72 | 29 | |
Eliminations and Other, excluding Intersegment revenue | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | 1 | (1) | 0 | (1) | |
Eliminations and Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues, net | (54) | (143) | (127) | (215) | |
Operating income | (4,203) | $ (3,362) | (9,365) | $ (7,362) | |
Total assets | $ 16,875 | $ 16,875 | $ 13,240 |