Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | May 12, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2022 | ||
Current Fiscal Year End Date | --03-31 | ||
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, Suite 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,984 | ||
Entity Common Stock, Shares Outstanding | 15,676,790 | ||
Documents Incorporated by Reference | Certain information contained in the definitive proxy statement for the registrant’s Annual Meeting of Stockholders is incorporated by reference into Part III hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001624794 |
Audit Information
Audit Information | 12 Months Ended |
Mar. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 16,619 | $ 10,088 | |
Accounts receivable, net | 122,804 | 96,695 | |
Inventories, net | 150,114 | 102,651 | |
Prepaid expenses and other current assets | 10,610 | 9,684 | |
Total current assets | 300,147 | 219,118 | |
Property, plant and equipment, net | 87,032 | 82,554 | |
Goodwill | 224,658 | 218,795 | |
Intangible assets, net | 300,837 | 283,060 | |
Other assets | 82,686 | 75,995 | |
Total assets | 995,360 | 879,522 | |
Current liabilities: | |||
Accounts payable | 47,836 | 32,444 | |
Accrued and other current liabilities | 69,005 | 49,743 | |
Current portion of long-term debt | 561 | 561 | |
Total current liabilities | 117,402 | 82,748 | |
Long-term debt | 252,214 | 241,776 | |
Retirement benefits payable | 1,027 | 1,695 | |
Other long-term liabilities | 140,306 | 137,853 | |
Total liabilities | 510,949 | 464,072 | |
Commitments and contingencies (Note 18) | |||
Redeemable noncontrolling interest | 15,325 | 0 | |
Equity: | |||
Common shares | 162 | 161 | |
Preferred shares | 0 | 0 | |
Additional paid-in capital | 112,924 | 104,690 | |
Treasury shares, at cost (576 and 511 shares, respectively) | (46,448) | (34,075) | |
Retained earnings | 407,522 | 350,670 | |
Accumulated other comprehensive loss | (5,074) | (5,996) | |
Total equity | 469,086 | 415,450 | [2] |
Total liabilities and equity | $ 995,360 | $ 879,522 | |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||
[2] | The balances at March 31, 2019, 2020 and 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares, issued (in shares) | 16,283,000 | 16,162,000 |
Preferred shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred shares, issued (in shares) | 0 | 0 |
Treasury shares (in shares) | 576,000 | 511,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | [1] | Mar. 31, 2020 | [1] | |
Income Statement [Abstract] | |||||
Revenues, net | $ 626,435 | $ 419,205 | $ 385,871 | ||
Cost of revenues | (370,473) | (234,655) | (209,034) | ||
Gross profit | 255,962 | 184,550 | 176,837 | ||
Selling, general and administrative expenses | (158,582) | (125,330) | (110,032) | ||
Impairment expenses | 0 | 0 | (951) | ||
Operating income | 97,380 | 59,220 | 65,854 | ||
Interest expense, net | (5,449) | (2,383) | (1,331) | ||
Other expense, net | (466) | (5,969) | (7,135) | ||
Income before income taxes | 91,465 | 50,868 | 57,388 | ||
Provision for income taxes | (24,146) | (10,769) | (12,732) | ||
Income from continuing operations | 67,319 | 40,099 | [2] | 44,656 | [2] |
Income from discontinued operations, net of tax | 0 | 0 | [2] | 1,061 | [2] |
Net income | 67,319 | 40,099 | [2] | 45,717 | [3] |
Income attributable to redeemable noncontrolling interest | (934) | 0 | 0 | ||
Net income attributable to CSW Industrials, Inc. | $ 66,385 | $ 40,099 | $ 45,717 | ||
Basic earnings per common share: | |||||
Continuing operations (in USD per share) | $ 4.21 | $ 2.67 | $ 2.97 | ||
Discontinued operations (in USD per share) | 0 | 0 | 0.07 | ||
Basic (in USD per share) | 4.21 | 2.67 | 3.04 | ||
Diluted earnings per common share: | |||||
Continuing operations (in USD per share) | 4.20 | 2.65 | 2.94 | ||
Discontinued operations (in USD per share) | 0 | 0 | 0.07 | ||
Net income (in USD per share) | $ 4.20 | $ 2.65 | $ 3.01 | ||
Weighted average number of shares outstanding: | |||||
Basic (in shares) | 15,755 | 15,015 | 15,039 | ||
Diluted (in shares) | 15,807 | 15,126 | 15,206 | ||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | [3] | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 67,319 | $ 40,099 | [1],[2] | $ 45,717 | [1] |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | (44) | 4,791 | [3] | (2,316) | |
Cash flow hedging activity, net of taxes of $(142), $(156) and $265, respectively | 533 | 587 | [3] | (996) | |
Pension and other postretirement effects, net of taxes of $(138), $(34) and $(682), respectively | 433 | 72 | [3] | 2,595 | |
Other comprehensive income (loss) | 922 | 5,450 | [3] | (717) | |
Comprehensive income | 68,241 | 45,549 | [3] | 45,000 | |
Less: Comprehensive income attributable to redeemable noncontrolling interest | (934) | 0 | [3] | 0 | |
Total comprehensive income attributable to CSW Industrials, Inc. | $ 67,307 | $ 45,549 | [3] | $ 45,000 | |
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Cash flow hedging activity, taxes | $ (142) | $ (156) | $ 265 |
Pension and other postretirement effect, taxes | $ (138) | $ (34) | $ (682) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | As Computed Under LIFO | Effect of Change | Effect of ChangeCumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockAs Computed Under LIFO | Treasury Shares | Treasury SharesAs Computed Under LIFO | Additional Paid-In Capital | Additional Paid-In CapitalAs Computed Under LIFO | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Retained EarningsAs Computed Under LIFO | Retained EarningsEffect of ChangeCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossAs Computed Under LIFO | |||||||
Balance at beginning of period at Mar. 31, 2019 | $ 267,471 | [1] | $ (206) | $ 263,686 | $ 3,785 | $ 158 | [1] | $ 158 | $ (49,964) | [1] | $ (49,964) | $ 46,633 | [1] | $ 46,633 | $ 281,373 | [1] | $ (206) | $ 277,588 | $ 3,785 | $ (10,729) | [1] | $ (10,729) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Share-based compensation | 5,074 | 5,074 | ||||||||||||||||||||||
Stock activity under stock plans | (1,980) | 1 | 1,451 | (3,432) | ||||||||||||||||||||
Repurchase of common shares | (26,864) | (26,864) | ||||||||||||||||||||||
Net income | 45,717 | [2] | 45,877 | $ (160) | 45,717 | |||||||||||||||||||
Dividends | (8,130) | 52 | (8,182) | |||||||||||||||||||||
Other comprehensive loss, net of tax | (717) | [3] | (717) | |||||||||||||||||||||
Balance at end of period at Mar. 31, 2020 | [1] | 280,365 | 159 | (75,377) | 48,327 | 318,702 | (11,446) | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Share-based compensation | 5,085 | 5,085 | ||||||||||||||||||||||
Stock activity under stock plans | (2,812) | 2 | (2,812) | (2) | ||||||||||||||||||||
Reissuance of treasury shares | 102,638 | 51,405 | 51,233 | |||||||||||||||||||||
Repurchase of common shares | (7,291) | (7,291) | ||||||||||||||||||||||
Net income | 40,099 | [2] | 40,287 | (188) | 40,099 | |||||||||||||||||||
Dividends | (8,085) | 47 | (8,132) | |||||||||||||||||||||
Other comprehensive loss, net of tax | 5,450 | [3] | 5,450 | |||||||||||||||||||||
Balance at end of period at Mar. 31, 2021 | [1] | 415,450 | [4] | 161 | (34,075) | 104,690 | 350,670 | (5,996) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Share-based compensation | 8,450 | 8,450 | ||||||||||||||||||||||
Stock activity under stock plans | (4,883) | 1 | (4,884) | 0 | ||||||||||||||||||||
Reissuance of treasury shares | 6,649 | 6,938 | (289) | |||||||||||||||||||||
Repurchase of common shares | (14,427) | (14,427) | ||||||||||||||||||||||
Net income | 66,385 | $ 64,245 | $ 2,140 | 66,385 | ||||||||||||||||||||
Dividends | (9,460) | 73 | (9,533) | |||||||||||||||||||||
Other comprehensive loss, net of tax | 922 | 922 | ||||||||||||||||||||||
Balance at end of period at Mar. 31, 2022 | $ 469,086 | $ 162 | $ (46,448) | $ 112,924 | $ 407,522 | $ (5,074) | ||||||||||||||||||
[1] | The balances at March 31, 2019, 2020 and 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||||||||||||||||||||
[2] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||||||||||||||||||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||||||||||||||||||||
[4] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | ||||
Cash flows from operating activities: | ||||||
Net income | $ 67,319 | $ 40,099 | [1],[2] | $ 45,717 | [1],[3] | |
Less: Income from discontinued operations, net of tax | 0 | 0 | [1],[2] | 1,061 | [1],[2] | |
Income from continuing operations | 67,319 | 40,099 | [1],[2] | 44,656 | [1],[2] | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation | 11,572 | 9,194 | [2] | 7,918 | [2] | |
Amortization of intangible and other assets | 25,314 | 13,843 | [2] | 6,927 | [2] | |
Provision for inventory reserves | 1,553 | 1,558 | [2] | 184 | [2] | |
Provision for doubtful accounts | 1,498 | 696 | [2] | 909 | [2] | |
Share-based and other executive compensation | 8,450 | 5,086 | [2] | 5,074 | [2] | |
Net gain on disposals of property, plant and equipment | (85) | (23) | [2] | (833) | [2] | |
Pension plan termination expense | 0 | 0 | [2] | 6,559 | [2] | |
Net pension benefit | 31 | 163 | [2] | (121) | [2] | |
Impairment of intangible assets | 0 | 0 | [2] | 951 | [2] | |
Net deferred taxes | (3,261) | (1,798) | [2] | 486 | [2] | |
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (26,729) | (7,219) | [2] | (7,997) | [2] | |
Inventories | (49,403) | (3,377) | [2] | (1,653) | [2] | |
Prepaid expenses and other current assets | 3,479 | (4,246) | [2] | 3,969 | [2] | |
Other assets | 626 | (1,532) | [2] | 29 | [2] | |
Accounts payable and other current liabilities | 27,983 | 13,856 | [2] | 5,884 | [2] | |
Retirement benefits payable and other liabilities | 742 | (46) | [2] | (1,545) | [2] | |
Net cash provided by operating activities, continuing operations | 69,089 | 66,254 | [2] | 71,397 | [2] | |
Net cash used in operating activities, discontinued operations | 0 | 0 | [2] | (1,500) | [2] | |
Net cash provided by operating activities | 69,089 | 66,254 | [2] | 69,897 | [2] | |
Cash flows from investing activities: | ||||||
Capital expenditures | (15,653) | (8,833) | [2] | (11,437) | [2] | |
Proceeds from sale of assets held for investment | 0 | 6,152 | [2] | 0 | [2] | |
Proceeds from sale of assets | 139 | 30 | [2] | 1,292 | [2] | |
Cash paid for acquisitions | (35,942) | (287,238) | [2] | (11,837) | [2] | |
Net cash used in investing activities, continuing operations | (51,456) | (289,889) | [2] | (21,982) | [2] | |
Net cash provided by investing activities, discontinued operations | 0 | 0 | [2] | 1,538 | [2] | |
Net cash used in investing activities | (51,456) | (289,889) | [2] | (20,444) | [2] | |
Cash flows from financing activities: | ||||||
Borrowings on lines of credit | 94,000 | 255,000 | [2] | 7,500 | [2] | |
Repayments of lines of credit | (83,561) | (23,561) | [2] | (28,061) | [2] | |
Payments of deferred loan costs | (2,328) | (148) | [2] | 0 | [2] | |
Purchase of treasury shares | (19,311) | (10,489) | [2] | (28,460) | [2] | |
Proceeds from stock option activity | 1,327 | 1,330 | [2] | 0 | [2] | |
Proceeds from acquisition of redeemable noncontrolling interest shareholder | 6,293 | 0 | [2] | 0 | [2] | |
Dividends paid to shareholders | (9,459) | (8,083) | [2] | (8,130) | [2] | |
Net cash (used in) provided by financing activities | (13,039) | 214,049 | [2] | (57,151) | [2] | |
Effect of exchange rate changes on cash and equivalents | 1,937 | 1,336 | [2] | (615) | [2] | |
Net change in cash and cash equivalents | 6,531 | (8,250) | [2] | (8,313) | [2] | |
Cash and cash equivalents, beginning of period | [2] | 10,088 | 18,338 | 26,651 | ||
Cash and cash equivalents, end of period | 16,619 | 10,088 | [2] | 18,338 | [2] | |
Supplemental non-cash disclosure: | ||||||
Cash paid during the year for interest | 4,955 | 1,875 | [2] | 1,165 | [2] | |
Cash paid during the year for income taxes | $ 20,485 | $ 14,021 | [2] | $ 8,873 | [2] | |
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Organization and Operations and
Organization and Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations and Summary of Significant Accounting Policies | ORGANIZATION AND OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CSWI is a diversified industrial growth company with a strategic focus on providing niche, value-added products in the end markets we serve. We operate in three business segments: Contractor Solutions, Engineered Building Solutions and Specialized Reliability Solutions. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, grilles, registers and diffusers ("GRD"), building safety solutions and high-performance specialty lubricants and sealants. End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, energy, rail, mining and general industrial. Drawing on our innovative and proven technologies, we seek to deliver solutions to our professional customers that require superior performance and reliability. Our diverse product portfolio includes more than 100 highly respected industrial brands including RectorSeal No. 5 ® , KOPR-KOTE ® , KATS Coatings ® , Safe-T-Switch ® , Air Sentry ® , Deacon ® , Leak Freeze ®, Greco ® and TRUaire® and Shoemaker Manufacturing TM . The COVID-19 pandemic and its resulting impacts had an overall negative impact on our financial results in our prior fiscal year ended March 31, 2021. During our current fiscal year ended March 31, 2022, 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. Our Vietnam operations began resuming normal production activities in late November 2021, when the Vietnamese government-mandated restrictions began to ease. Regarding our operations generally, the indirect impacts of the COVID-19 pandemic have resulted in material and freight cost inflation, supply chain disruptions and freight delays, 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 material and freight cost volatility, supply chain challenges and freight delays to continue in the near-term, and we are addressing these impacts through focused inventory 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 clear signs of recovery in others, we cannot reasonably estimate the magnitude or length of the pandemic’s 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, including any surges due to the variants and (2) the continued potential for short and long-term impacts on our facilities and employees, customer demand and supply chain. We are closely monitoring the Russian invasion of Ukraine and its global impacts. We have no operations, employees or assets in Russia, Belarus or Ukraine, nor do we source goods or services of any material amount from those countries, whether directly or indirectly. During the fiscal year ended March 31, 2022, we had no sales into Belarus or Ukraine and our sales into Russia were immaterial to both our consolidated sales and the sales for our Specialized Reliability Solutions segment. Additionally, shortly after the Russian invasion of Ukraine began in February 2022, we indefinitely suspended all business activity in Russia. While the conflict continues to evolve and the outcome remains highly uncertain, we do not currently believe the Russia-Ukraine conflict will have a material impact on our business and results of operations. However, if the Russia-Ukraine conflict continues or worsens, leading to greater global economic or political disruptions and uncertainty, our business and results of operations could be materially impacted as a result. Basis of Presentation – The consolidated financial position, results of operations and cash flows included in this Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (“Annual Report”) include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The 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. Variable Interest Entities - We evaluate whether an entity is a variable interest entity (“VIE”) 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 VIE’s 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 Whitmore having the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. Use of Estimates – The process of preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses. We believe our estimates and assumptions are reasonable; however, actual results may differ materially from such estimates. The most significant estimates and assumptions are used in determining: • Timing and amount of revenue recognition; • Deferred taxes and tax reserves; and • Valuation of goodwill and indefinite-lived intangible assets. Change in Accounting Principle - During the fourth quarter of the fiscal year ended March 31, 2022, the Company changed its method of accounting for certain domestic inventory previously valued by the last-in, first-out ("LIFO") method to the first-in, first-out ("FIFO") method. All prior periods presented have been retrospectively adjusted to apply the new method of accounting. Refer to Note 7 for more information on the change in inventory accounting method. Cash and Cash Equivalents – We consider all highly liquid instruments purchased with original maturities of three months or less and money market accounts to be cash equivalents. We maintain our cash and cash equivalents at financial institutions for which the combined account balances in individual institutions may exceed insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of insurance coverage. We had deposits in domestic banks of $11.3 million and $6.1 million at March 31, 2022 and 2021, respectively, and balances of $5.3 million and $4.0 million were held in foreign banks at March 31, 2022 and 2021, respectively. Accounts Receivable, Allowance for Doubtful Accounts and Credit Risk – Trade accounts receivables are recorded at the invoiced amounts and do not bear interest. We record an allowance for credit losses on trade receivables that, when deducted from the gross trade receivables balance, presents the net amount expected to be collected. We estimate the allowance based on an aging schedule and according to historical losses as determined from our billings and collections history. This may be adjusted after consideration of customer-specific factors such as financial difficulties, liquidity issues or insolvency, as well as both current and forecasted macroeconomic conditions as of the reporting date. We adjust the allowance and recognize credit losses in the income statement each period. Trade receivables are written off against the allowance in the period when the receivable is deemed to be uncollectible. Subsequent recoveries of amounts previously written off are reflected as a reduction to periodic credit losses in the income statement. Our allowance for expected credit losses for short-term receivables as of March 31, 2022 was $1.2 million, compared to $0.9 million as of March 31, 2020. Credit risks are mitigated by the diversity of our customer base across many different industries and by performing creditworthiness analyses on our customers. Additionally, we mitigate credit risk through letters of credit and advance payments received from our customers. We do not believe that we have any significant concentrations of credit risk. Inventories and Related Reserves – Inventories are stated at the lower of cost or net realizable value and include raw materials, supplies, direct labor and manufacturing overhead. Cost is determined using the first-in, first-out (“FIFO”) method for valuing inventories at majority of our domestic operations. Our foreign subsidiaries and some domestic operations use either the FIFO or the weighted average cost method to value inventory. Foreign inventories represent approximately 10% and 12% of total inventories as of March 31, 2022 and 2021, respectively. Reserves are provided for slow-moving or excess and obsolete inventory based on the difference between the cost of the inventory and its net realizable value and by reviewing quantities on hand in comparison with historical and expected future usage. In estimating the reserve for excess or slow-moving inventory, management considers factors such as product aging, current and future customer demand and market conditions. Property, Plant and Equipment – Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the individual assets. When property, plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and the resulting gain or loss is included in income from operations for the period. Generally, the estimated useful lives of assets are: Land improvements 5 to 40 years Buildings and improvements 7 to 40 years Plant, office and lab equipment 5 to 10 years We review property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Repairs and maintenance costs are expensed as incurred, and significant improvements that either extend the useful life or increase the capacity or efficiency of property and equipment are capitalized and depreciated. Valuation of Goodwill and Intangible Assets – The value of goodwill is tested for impairment at least annually as of January 31 or whenever events or circumstances indicate such assets may be impaired. The identification of our reporting units began at the operating segment level and considered whether components one level below the operating segment levels should be identified as reporting units for purpose of testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served. Accounting Standards Codification ("ASC") 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. We bypassed the qualitative assessment and proceeded directly to the quantitative test. If the carrying value of a reporting unit exceeds it fair value, the goodwill of that reporting unit is impaired and an impairment loss is recorded equal to the excess of the carrying value over its fair value. We estimate the fair value of our reporting units based on an income approach, whereby we calculate the fair value of a reporting unit base on the present value of estimated future cash flows. A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash flows and market participants and are considered non-recurring Level III inputs within the fair value hierarchy. No goodwill impairment loss was recognized as a result of the impairment tests for the years ended March 31, 2022, 2021 or 2020. We have intangible assets consisting of patents, trademarks, customer lists and non-compete agreements. Definite-lived intangible assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. In addition, we have other trademarks and license agreements that are considered to have indefinite lives. We test indefinite-lived intangible assets for impairment at least annually as of January 31 or whenever events or circumstances indicate that the carrying amount may not be recoverable. Significant assumptions used in the impairment test include the discount rate, royalty rate, future sales projections and terminal value growth rate. These inputs are considered non-recurring Level III inputs within the fair value hierarchy. An impairment loss would be recognized when estimated future cash flows are less than their carrying amount. We recorded an impairment of intangible assets of continuing operations of $0, $0 and $1.0 million for the years ended March 31, 2022, 2021 and 2020, respectively. Property Held for Investment – One of our non-operating subsidiaries holds and manages a non-operating property, which is valued at lower of cost or market and disposed of as opportunities arise to maximize value. Deferred Loan Costs – Deferred loan costs related to our credit facility, which are reported in other assets and consist of fees and other expenses associated with debt financing, are amortized over the term of the associated debt using the effective interest method. Fair Values of Financial Instruments – Our financial instruments are presented at fair value in our consolidated balance sheets, with the exception of our long-term debt, as discussed in Note 9. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied. Assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels, as defined by Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. An asset or a liability’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Hierarchical levels are as follows: Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level III – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Recurring fair value measurements are limited to redeemable noncontrolling interest, investments in derivative instruments and assets held in defined benefit pension plans. 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 and is classified as Level III under the fair value hierarchy. The fair value measurements of our derivative instruments are determined using models that maximize the use of the observable market inputs including interest rate curves and both forward and spot prices for currencies, and are classified as Level II under the fair value hierarchy. The redemption value of the redeemable noncontrolling interest is discussed in Note 3. The fair values of our derivative instruments are included in Note 11. The fair values of assets held in defined benefit pension plans are discussed in Note 15. Leases – We determine if a contract is or contains a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset. Right-of-Use (“ROU”) assets and lease liabilities are initially recognized at the commencement date based on the present value of remaining lease payments over the lease term calculated using our incremental borrowing rate, unless the implicit rate is readily determinable. ROU assets represent the right to use an underlying asset for the lease term, including any upfront lease payments made and excluding lease incentives. Lease liabilities represent the obligation to make future lease payments throughout the lease term. As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of remaining lease payments. Our incremental borrowing rate is determined based on information available at the commencement date of the lease. The lease term includes renewal periods when we are reasonably certain to exercise the option to renew. The ROU asset is amortized over the expected lease term. Lease and non-lease components, when present on our leases, are accounted for separately. Leases with an initial term of 12 months or less are excluded from recognition in the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. We have certain lease contracts with terms and conditions that provide for variability in the payment amount based on changes in facts or circumstances occurring after the commencement date. These variable lease payments are recognized in our consolidated income statements as the obligation is incurred. As of March 31, 2022, we did not have material leases that imposed significant restrictions or covenants, material related party leases or sale-leaseback arrangements. Derivative Instruments and Hedge Accounting – We do not use derivative instruments for trading or speculative purposes. We enter into interest rate swap agreements for the purpose of hedging our cash flow exposure to floating interest rates on certain portions of our debt. All derivative instruments are recognized on the balance sheet at their fair values. Changes in the fair value of a designated interest rate swap are recorded in other comprehensive loss until earnings are affected by the underlying hedged item. Any ineffective portion of the gain or loss is immediately recognized in earnings. Upon settlement, realized gains and losses are recognized in interest expense in the consolidated statements of operations. We discontinue hedge accounting when (1) we deem the hedge to be ineffective and determine that the designation of the derivative as a hedging instrument is no longer appropriate; (2) the derivative matures, terminates or is sold; or (3) occurrence of the contracted or committed transaction is no longer probable or will not occur in the originally expected period. When hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its estimated fair value on the balance sheet, recognizing changes in the fair value in current period earnings. If a cash flow hedge becomes ineffective, any deferred gains or losses remain in accumulated other comprehensive loss until the underlying hedged item is recognized. If it becomes probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are recognized in earnings immediately. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. If necessary, we adjust the values of our derivative contracts for our or our counterparties’ credit risk. Pension Obligations – Determination of pension benefit obligations is based on estimates made by management in consultation with independent actuaries. Inherent in these valuations are assumptions including discount rates, expected rates of return on plan assets, retirement rates, mortality rates and rates of compensation increase and other factors, all of which are reviewed annually and updated if necessary. Current market conditions, including changes in rates of return, interest rates and medical inflation rates, are considered in selecting these assumptions. Actuarial gains and losses and prior service costs are recognized in accumulated other comprehensive loss as they arise, and we amortize these costs into net pension expense over the remaining expected service period. We used a measurement date of March 31 for all periods presented. 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 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. Revenue Recognition – We recognize revenues to depict the transfer of control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Refer to Note 20 for further discussion. We recognize revenue when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied, which are more fully described below. (i) We identify a contract with a customer when a sales agreement indicates approval and commitment of the parties; identifies the rights of the parties; identifies the payment terms; has commercial substance; and it is probable that we will collect the consideration to which we will be entitled in exchange for the goods or services that will be transferred to the customer. In most instances, our contract with a customer is the customer's purchase order. For certain customers, we may also enter into a sales agreement that outlines a framework of terms and conditions that apply to all future purchase orders for that customer. In these situations, our contract with the customer is both the sales agreement and the specific customer purchase order. Because our contract with a customer is typically for a single transaction or customer purchase order, the duration of the contract is one year or less. As a result, we have elected to apply certain practical expedients and, as permitted by the Financial Accounting Standards Board ("FASB"), omit certain disclosures of remaining performance obligations for contracts that have an initial term of one year or less. (ii) We identify performance obligations in a contract for each promised good or service that is separately identifiable from other promises in the contract and for which the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer. Goods and services provided to our customers that are deemed immaterial are included with other performance obligations. (iii) We determine the transaction price as the amount of consideration we expect to be entitled to in exchange for fulfilling the performance obligations, including the effects of any variable consideration. (iv) For any contracts that have more than one performance obligation, we allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation. We have excluded disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less as the majority of our contracts are short-term in nature with a term of one year or less. (v) We recognize revenue when, or as, we satisfy the performance obligation in a contract by transferring control of a promised good or service to the customer. We exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer. As such, we present revenue net of sales and other similar taxes. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenues. Costs to obtain a contract, which include sales commissions recorded in selling, general and administrative expense, are expensed when incurred as the amortization period is one year or less. We do not have customer contracts that include significant financing components. Research and Development ("R&D") – R&D costs are expensed as incurred. Costs incurred for R&D primarily include salaries and benefits and consumable supplies, as well as rent, professional fees, utilities and the depreciation of property and equipment used in R&D activities. R&D costs included in selling, general and administrative expense were $4.8 million, $4.5 million and $4.3 million for the years ended March 31, 2022, 2021 and 2020, respectively. Share-based Compensation – Share-based compensation is measured at the grant-date fair value. The exercise price of stock option awards and the fair value of restricted share awards are set at the closing price of our common stock on the Nasdaq Global Select Market on the date of grant, which is the date such grants are authorized by our Board of Directors. The fair value of performance-based restricted share awards is determined using a Monte Carlo simulation model incorporating all possible outcomes against the Russell 2000 Index. The fair value of share-based payment arrangements is amortized on a straight-line basis to compensation expense over the period in which the restrictions lapse based on the expected number of shares that will vest. To cover the exercise of options and vesting of restricted shares, we generally issue new shares from our authorized but unissued share pool, although we may instead issue treasury shares in certain circumstances. Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves – We apply the liability method in accounting and reporting for income taxes. Under the liability approach, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax rates expected to be in effect when these differences are expected to reverse. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized in the period that includes the enactment date. The deferred income tax assets are adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, that it is more likely than not to be realized. This analysis is performed on a jurisdictional basis and reflects our ability to utilize these deferred tax assets through a review of past, current and estimated future taxable income in addition to the establishment of viable tax strategies that will result in the utilization of the deferred assets. We recognize income tax related interest and penalties, if any, as a component of income tax expense. Unremitted Earnings – During the fiscal quarter ended March 31, 2019, we lifted our assertion that the earnings of our United Kingdom ("U.K.") and Australian subsidiaries were indefinitely invested outside of the U.S. During the fiscal quarter ended September 30, 2020, we lifted our assertion that the earnings of our Jet Lube Canada subsidiary were indefinitely invested outside of the U.S. We assert that the foreign earnings of the U.K., Australian, Vietnam, RectorSeal Canada and Jet Lube Canada subsidiaries will be remitted to the U.S. through distributions. A provision was made for taxes that may become payable upon distribution of earnings from our U.K., Australian, Vietnam and Jet Lube Canada subsidiaries. We still consider the earnings of our other Canadian subsidiaries indefinitely invested outside the U.S. as we have needs for working capital in our other Canadian entities. Uncertain Tax Positions – We establish income tax liabilities to remove some or all of the income tax benefit of |
Acquisitions
Acquisitions | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | ACQUISITIONS Shoemaker Manufacturing, LLC On December 15, 2021, we acquired 100% of outstanding equity of Shoemaker Manufacturing, LLC (“Shoemaker”), based in Cle Elum, Washington, for an aggregate purchase price of $43.5 million, including working capital and closing cash adjustments and expected contingent consideration. Shoemaker offers high-quality customizable GRD for commercial and residential markets, and expands CSWI’s HVAC/R product offering and regional exposure in the northwest U.S. The aggregate purchase price was comprised of cash consideration of $38.5 million (including $1.2 million cash acquired), 25,483 shares of the Company's common stock valued at $3.0 million at transaction close and additional contingent consideration of up to $2.0 million based on Shoemaker meeting a defined financial target during the quarter ended March 31, 2022, which was achieved. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility. The 25,483 shares of common stock delivered to the sellers as consideration were issued from treasury shares. As of the acquisition date, the estimated fair value of the contingent consideration obligation was classified as a current liability of $2.0 million and was determined using a scenario-based analysis on forecasted future results. In May 2022, the full earn-out amount of $2.0 million was remitted to the sellers due to the performance obligation had been met. During the year ended March 31, 2022, we incurred $0.7 million in transaction expenses in connection with the Shoemaker acquisition, which were included in selling, general and administrative expenses in the Consolidated Statement of Operations under the Contractor Solution segment. The Shoemaker acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $8.1 million allocated to goodwill, which represents the value expected to be obtained from owning a more extensive GRD product portfolio for the HVAC/R market and increased regional exposure to the northwest U.S. The preliminary allocation of the fair value of the net assets acquired included customer lists ($23.0 million), trademarks ($6.5 million), noncompete agreements ($0.7 million), backlog ($0.3 million), inventory ($3.6 million), accounts receivable ($1.7 million), cash ($1.2 million), equipment ($1.4 million) and prepaid expenses ($0.2 million), net of current liabilities ($3.2 million). Customer lists, noncompete agreements and backlog are being amortized over 15 years, 5 years and 1 month, respectively, while trademarks and goodwill are not being amortized. The Company's evaluation of the facts and circumstances available of December 15, 2021, to assign fair values to assets acquired and liabilities assumed is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets, including customer lists, trademarks, noncompete agreements and backlog are deductible and amortized over 15 years for income tax purposes. Shoemaker activity has been included in our Contractor Solutions segment since the acquisition date. No proforma information has been provided due to immateriality. T.A. Industries On December 15, 2020, we acquired 100% of the outstanding equity of T.A. Industries, Inc. (“TRUaire”), 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 TRUaire’s wholly-owned manufacturing facility based in Vietnam. The acquisition extended the Company’s product offerings to the HVAC market and provided strategic distribution facilities. The contractual consideration paid for TRUaire included cash of $288.0 million (after working capital and closing cash adjustments) and 849,852 shares of the Company’s common stock 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) $ 287,986 Common stock (849,852 shares) 97,656 Total consideration transferred $ 385,642 (a) Amount includes working capital and closing cash adjustments, and includes a $1.0 million to be paid to the sellers as a result of an expected tax refund 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 completed the analysis of tangible assets, intangible assets, liabilities assumed and the related allocation during the three months ended December 31, 2021. 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 $ — $ 1,471 Accounts Receivable, net 13,467 (17) 13,450 Inventory 46,313 (1,300) 45,013 Short-Term Tax Indemnity Assets 5,000 — 5,000 Other Current Assets 1,285 2,103 3,388 Property, Plant and Equipment 28,832 (4,201) 24,631 Trade Name (indefinite life) 43,500 — 43,500 Customer Lists (useful life of 15 years) 194,000 8,500 202,500 Right-Of-Use Assets 49,040 — 49,040 Long-Term Tax Indemnity Assets 7,500 — 7,500 Other Long-term Assets 2,850 (698) 2,152 Accounts Payable (4,074) — (4,074) Accrued and Other Current Liabilities (3,678) (172) (3,850) Lease Liabilities - Short-Term (4,811) — (4,811) Deferred Tax Liabilities (a) (56,249) (3,784) (60,033) Tax Contingency Reserve (22,511) 5,190 (17,321) Lease Liabilities - Long-Term (45,369) — (45,369) Estimated fair value of net assets acquired 256,566 5,621 262,187 Goodwill (a) 129,169 (5,714) 123,455 Total Purchase Price $ 385,735 $ (93) $ 385,642 (a) Reflects an immaterial adjustment of $1.8 million to both goodwill and deferred tax liabilities associated with the opening balance sheets inventory. 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 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 was released in accordance with the purchase agreement. The release of the relevant uncertain tax position accrual of $5.3 million was recorded as an income tax benefit for the three months ended March 31, 2021, and the offsetting indemnification expense of $5.0 million was recorded in other expense on the consolidated statement of operations. As of March 31, 2022, approximately $7.5 million of the indemnification assets remained outstanding. Goodwill of $123.5 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 Company’s product offerings more broadly across the HVAC 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 activity has been included in our Contractor Solutions segment since the acquisition date. During the years ended March 31, 2022 and March 31, 2021, the Company incurred and paid $0 and $7.8 million transaction expenses in connection with the TRUaire acquisition. Effective April 1, 2022, TRUaire was fully integrated with RectorSeal, the primary operating company of the Contractor Solutions segment. Pursuant to Topic 805, unaudited supplemental proforma results of operations for the year ended March 31, 2021 and 2020, as if the acquisition of TRUaire had occurred on April 1, 2019 are presented below (in thousands, except per share amounts): Year Ended March 31, 2021 2020 Revenue, net $ 495,788 $ 480,285 Net income 47,648 28,492 Net earnings per common share: Diluted $ 3.03 $ 1.77 Basic 3.05 1.79 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: • Transactions expenses of $0 and $7.8 million for the years ended March 31, 2021 and 2020, respectively, that would have been recognized by the Company related to the TRUaire acquisition; • Additional depreciation expense of $0.4 million and $0.5 million for the years ended March 31, 2021 and 2020, respectively, that would have been recognized as a result of the fair value step-up of the property, plant and equipment; • Additional amortization expense of $0 and $7.9 million for the years ended March 31, 2021 and 2020, respectively, that would have been recognized as a result of the fair value step-up of the inventory; • Additional amortization expense of $9.6 million and $13.5 million for the years ended March 31, 2021 and 2020, respectively, that would have been recognized as a result of the allocation of purchase consideration to customer lists subject to amortization; • Estimated additional interest expense of $3.3 million and $4.6 million for the years ended March 31, 2021 and 2020, respectively, as a result of incurring additional borrowing; • Income tax effect of the proforma adjustments calculated using a blended statutory income tax rate of 24.5% of $3.2 million and $8.4 million for the years ended March 31, 2021 and 2020, respectively. Petersen Metals On April 2, 2019, we acquired the assets of Petersen Metals, Inc. (“Petersen”), based near Tampa, Florida, for $11.8 million, of which $11.5 million was paid at closing and funded through our Revolving Credit Facility, and the remaining $0.3 million represented a working capital adjustment paid in July 2019. Petersen is a leading designer, manufacturer and installer of architecturally-specified, engineered metal products and railings, including aluminum and stainless steel railings products for interior and exterior applications. The excess of the purchase price over the fair value of the identifiable assets acquired was $6.1 million allocated to goodwill, which will be deductible for income tax purposes. Goodwill represents the value expected to be obtained from enabling geographic, end market and product diversification and expansion as Petersen is a strategic complement to our existing line of architecturally-specified building products. The allocation of the fair value of the net assets acquired included customer lists of $3.2 million and backlog of $0.4 million, as well as accounts receivable, inventory and equipment of $2.2 million, $0.8 million and $0.7 million, respectively, net of current liabilities of $1.5 million. Customer lists are being amortized over 15 years, backlog is amortized over 1.5 years and goodwill is not being amortized. Petersen activity has been included in our Engineered Building Solutions segment since the acquisition date. No proforma information has been provided due to immateriality. |
Consolidation of Variable Inter
Consolidation of Variable Interest Entity and Redeemable Noncontrolling Interest | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation of Variable Interest Entity and Redeemable Noncontrolling Interest | CONSOLIDATION OF VARIABLE INTEREST ENTITY AND REDEEMABLE NONCONTROLLING INTEREST Whitmore Joint Venture On April 1, 2021, Whitmore Manufacturing, LLC (“Whitmore”), a wholly-owned subsidiary of CSWI, completed the formation of a joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS Products (“Shell”), a wholly-owned subsidiary of Shell Oil Company that comprises Shell’s 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 the Company is the primary beneficiary of this VIE is that Whitmore has the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. Whitmore JV's total net assets are presented below (in thousands): March 31, 2022 Cash $ 5,505 Accounts receivable, net 7,653 Inventories, net 1,663 Prepaid expenses and other current assets 6 Property, plant and equipment, net 7,014 Intangible assets, net 7,288 Other assets 121 Total assets $ 29,250 Accounts payable $ 5,401 Accrued and other current liabilities 1,306 Other long-term liabilities 51 Total liabilities $ 6,758 For the year ended March 31, 2022, the Whitmore JV generated net income of $1.9 million. 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 timing 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 year ended March 31, 2022 were as follows (in thousands): Balance at March 31, 2021 $ — Fair value of redeemable noncontrolling interest at formation-date 13,391 Net income attributable to redeemable noncontrolling interest 934 Contributions from noncontrolling interest 1,000 Adjustments to redemption value — Balance at March 31, 2022 $ 15,325 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS During the third quarter of the fiscal year ended March 31, 2018, we committed to a plan to divest our Strathmore Products business (the "Coatings business") to allow us to focus resources on our core growth platforms. Our former Coatings business manufactured specialized industrial coatings products including urethanes, epoxies, acrylics and alkyds. As a result, we reclassified the assets comprising that business to assets held-for-sale, and made a corresponding adjustment to our consolidated statements of operations to reflect discontinued operations for all periods presented. During the quarter ended September 30, 2018, we received an aggregate of $6.9 million for the sale of assets that related to our Coatings business in multiple transactions. This resulted in gains on disposal of $6.9 million due to write-downs of long-lived assets in prior periods. During the quarter ended March 31, 2020, we received $1.5 million for the sale of the last remaining real property owned by our former Coatings business. The sale resulted in proceeds and a gain on disposal of $1.5 million due to write-downs of long-lived assets in prior periods. The last remaining asset of the Coatings business is a long-term lease that expires in March 2027. We have not terminated the lease, but we have sub-let the property for the remainder of the lease term. As such, this lease has been moved back into continuing operations, effective March 31, 2020, and the related ROU assets and lease liabilities have been reported as continuing operations since March 31, 2020. The discontinued operations have had no activities since the year ended March 31, 2020. The assets and liabilities of the Coatings business reside in a disregarded entity for tax purposes. Accordingly, the tax attributes associated with the operations of our Coatings business will ultimately flow through to the corporate parent, which files a consolidated federal return. Therefore, any corresponding tax assets or liabilities have been reflected as a component of our continuing operations. Discontinued operations reported no assets or liabilities as of March 31, 2022 and 2021, respectively, in the consolidated balance sheets. Summarized selected financial information for the Coatings business for the years ended March 31, 2022, 2021 and 2020, is presented in the following table (in thousands): Year Ended March 31, 2022 2021 2020 Revenues, net $ — $ — $ — Gain from discontinued operations before income taxes — — 1,326 Income tax expense — — (265) Gain from discontinued operations $ — $ — $ 1,061 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2022 | |
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 21 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. 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 in connection with the segment changes. The changes in the carrying amount of goodwill for the years ended March 31, 2022 and 2021 were as follows (in thousands): Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Balance at April 1, 2020 $ 43,610 $ 21,237 $ 26,840 $ 91,687 TRUaire acquisition 125,554 — — 125,554 Currency translation 181 1,001 372 1,554 Balance at March 31, 2021 $ 169,345 $ 22,238 $ 27,212 $ 218,795 Goodwill re-allocation 14,813 2,727 (17,540) — TRUaire acquisition (2,099) — — (2,099) Shoemaker acquisition 8,115 — — 8,115 Currency translation (22) 42 (173) (153) Balance at March 31, 2022 $ 190,152 $ 25,007 $ 9,499 $ 224,658 The following table provides information about our intangible assets for the years ended March 31, 2022 and 2021 (in thousands, except years): March 31, 2022 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 $ (8,065) $ 9,461 $ (7,540) Customer lists and amortized trademarks 14 297,909 (61,368) 267,096 (42,345) Non-compete agreements 5 939 (258) 982 (790) Other 8 5,123 (3,957) 4,743 (3,141) $ 313,388 $ (73,648) $ 282,282 $ (53,816) Trade names and trademarks not being amortized: $ 61,097 $ — $ 54,594 $ — Amortization expense for the years ended March 31, 2022, 2021 and 2020 was $24.8 million (including the amortization of inventory purchase accounting adjustment of $3.9 million), $10.5 million and $6.7 million, respectively. The following table presents the estimated future amortization of finite-lived intangible assets for the next five fiscal years ending March 31 (in thousands): 2023 $ 18,877 2024 18,403 2025 17,668 2026 17,062 2027 16,294 Thereafter 151,436 Total $ 239,740 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | SHARE-BASED COMPENSATION We maintain the shareholder-approved 2015 Equity and Incentive Compensation Plan (the “2015 Plan”), which provides for the issuance of up to 1,230,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. As of March 31, 2022, 512,782 shares were available for issuance under the 2015 Plan. We recorded share-based compensation expense for restricted stock as follows for the years ended March 31, 2022, 2021 and 2020 (in thousands): Year Ended March 31, 2022 2021 2020 Share-based compensation expense $ 8,450 $ 5,085 $ 5,074 Related income tax benefit (2,197) (1,220) (1,218) Net share-based compensation expense $ 6,253 $ 3,865 $ 3,856 Stock option activity, which represents outstanding CSWI awards resulting from the conversion of Capital Southwest stock options held by former Capital Southwest employees, was as follows: Year Ended March 31, 2022 Number of Shares Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2021 63,413 $ 25.23 Exercised (52,613) 25.23 Outstanding at March 31, 2022 (a) 10,800 $ 25.23 2.4 $ 1.0 Exercisable at March 31, 2022 (a) 10,800 $ 25.23 2.4 $ 1.0 (a) All remaining awards outstanding and exercisable at March 31, 2022 are held by employees of CSWI. Year Ended March 31, 2021 Number of Shares Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2020 115,858 $ 25.30 Exercised (52,445) 25.40 Outstanding at March 31, 2021 63,413 $ 25.23 3.4 $ 7.0 Exercisable at March 31, 2021 63,413 $ 25.23 3.4 $ 7.0 No options were granted or vested during the years ended March 31, 2022, 2021 and 2020, and all stock options were vested and recognized prior to the year ended March 31, 2020. The intrinsic value of options exercised during the years ended March 31, 2022, 2021 and 2020 was $5.8 million, $2.5 million and $5.6 million, respectively. Cash received for options exercised during the years ended March 31, 2022, 2021 and 2020 was $1.3 million, $1.3 million and $2.9 million, respectively, and the tax benefit received was $1.4 million, $0.4 million and $1.2 million, respectively. Restricted stock activity was as follows: Year Ended March 31, 2022 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2021 172,916 $ 70.50 Granted 164,864 161.00 Vested (106,929) 63.44 Canceled (2,520) 90.60 Outstanding at March 31, 2022 228,331 $ 126.02 During the three months ended June 30, 2021, Joe Armes, the Company's Chairman, Chief Executive Officer and President, was awarded special 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 March 31, 2022 and 2021 included 102,360 and 82,728 shares (at target), respectively, with performance-based vesting provisions, having vesting ranges from 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. We granted 47,845 and 34,245 awards with performance-based vesting provisions during the years ended March 31, 2022 and 2021, respectively, with a vesting range of 0-200%. At March 31, 2022, we had unrecognized compensation cost related to unvested restricted shares of $20.1 million, which will be amortized into net income over the remaining weighted average vesting period of 3.4 years. The total fair value of restricted shares vested during the years ended March 31, 2022 and 2021 was $14.2 million and $8.5 million, respectively. |
Inventory
Inventory | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY Inventories are stated at the lower of cost or net realizable value. In connection with the integration of TRUaire and the Whitmore JV, the Company voluntarily changed its method of accounting for certain domestic inventory previously valued by the LIFO method to the FIFO method during the fourth quarter of fiscal 2022. The cumulative effect of this change on periods presented prior to fiscal 2020 resulted in an increase in Retained earnings of $3.8 million at March 31, 2019. The FIFO method of accounting for inventory is preferable because it improves the Company's comparability with the industry peers, the majority of which use the FIFO method as the primary inventory valuation method, conforms the Company's entire inventory to a single method of accounting and aligns the inventory cost flow assumption with the physical flow of goods. The Inventories, net caption in the Consolidated Balance Sheet is comprised of the following components: March 31, 2022 2021* Raw materials and supplies $ 46,136 $ 27,416 Work in process 7,471 6,365 Finished goods 100,792 72,452 Total inventories 154,399 106,233 Less: Obsolescence reserve (4,285) (3,582) Inventories, net $ 150,114 $ 102,651 *Year ended March 31, 2021 amounts have been revised to reflect the change in inventory accounting method, as described above and in Note 1 to the consolidated financial statements. As a result of the retrospective application of this change in accounting method, the following financial statement line items within the accompanying financial statements were adjusted, as follows: Fiscal Year Ended March 31, 2022 (in thousands, except for per share amounts) As Computed Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 373,194 $ 370,473 $ (2,721) Income before income taxes 88,744 91,465 2,721 Income tax expense 23,426 24,146 720 Net income 65,318 67,319 2,001 Income attributable to redeemable noncontrolling interest (1,073) (934) 139 Net income attributable to CSW Industrials, Inc. 64,245 66,385 2,140 Earnings per share attributable to CSW Industrials, Inc. Basic $ 4.08 $ 4.21 $ 0.13 Diluted 4.06 4.20 0.14 Consolidated Statements of Comprehensive Income Net income $ 65,318 $ 67,319 $ 2,001 Comprehensive income attributable to redeemable noncontrolling interest (1,073) (934) 139 Total comprehensive income attributable to CSW Industrials, Inc. 65,167 67,307 2,140 Fiscal Year Ended March 31, 2021 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 234,405 $ 234,655 $ 250 Income before income taxes 51,118 50,868 (250) Income tax expense 10,830 10,769 (61) Net income 40,287 40,099 (188) Net income attributable to CSW Industrials, Inc. 40,287 40,099 (188) Earnings per share attributable to CSW Industrials, Inc. Basic $ 2.68 $ 2.67 $ (0.01) Diluted 2.66 2.65 (0.01) Consolidated Statements of Comprehensive Income Net income $ 40,287 $ 40,099 $ (188) Total comprehensive income attributable to CSW Industrials, Inc. 45,738 45,549 (189) Fiscal Year Ended March 31, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 208,821 $ 209,034 $ 213 Income before income taxes 57,601 57,388 (213) Income tax expense 12,784 12,732 (52) Net income 45,877 45,717 (160) Net income attributable to CSW Industrials, Inc. 45,877 45,717 (160) Earnings per share attributable to CSW Industrials, Inc. Basic $ 3.05 $ 3.04 $ (0.01) Diluted 3.02 3.01 (0.01) Consolidated Statements of Comprehensive Income Net income $ 45,877 $ 45,717 $ (160) Total comprehensive income attributable to CSW Industrials, Inc. 45,160 45,000 (160) Fiscal Year Ended March 31, 2022 (in thousands, except for per share amounts) As Computed Under LIFO As Reported Under FIFO Effect of Change Consolidated Balance Sheets Inventories, net $ 142,828 $ 150,114 $ 7,286 Deferred tax liabilities 60,962 62,810 1,848 Redeemable noncontrolling interest 15,464 15,325 (139) Retained earnings 401,945 407,522 5,577 Consolidated Statement of Cash Flows Net income $ 65,318 $ 67,319 $ 2,001 Deferred income taxes (3,981) (3,261) 720 Provision for inventory reserves 4,274 1,553 (2,721) Fiscal Year Ended March 31, 2021 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Balance Sheets Inventories, net $ 98,086 $ 102,651 $ 4,565 Deferred tax liabilities 66,052 67,180 1,128 Retained earnings 347,234 350,670 3,436 Consolidated Statement of Cash Flows Net income $ 40,287 $ 40,099 $ (188) Deferred income taxes (1,737) (1,798) (61) Provision for inventory reserves 1,308 1,558 250 Fiscal Year Ended March 31, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Balance Sheets Inventories, net $ 53,753 $ 58,567 $ 4,814 Deferred tax liabilities 3,848 5,037 1,189 Retained earnings 315,078 318,703 3,625 Consolidated Statement of Cash Flows Net income $ 45,877 $ 45,717 $ (160) Deferred income taxes 537 486 (51) Provision for inventory reserves (28) 184 212 As a result of the retrospective application of this change in accounting principle, the following financial statement line items within the unaudited quarterly condensed consolidated financial statements for fiscal 2022 and 2021 were adjusted, as follows: Three Months Ended June 30, 2021 June 30, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 92,668 $ 92,240 $ (428) $ 48,211 $ 48,355 $ 144 Income before income taxes 26,765 27,193 428 15,628 15,484 (144) Income tax expense 6,401 6,507 106 3,668 3,633 (35) Net income 20,363 20,686 323 11,960 11,852 (108) Income attributable to redeemable noncontrolling interest (315) (224) 91 — — — Net income attributable to CSW Industrials, Inc. 20,048 20,462 414 11,960 11,852 (108) Earnings per share attributable to CSW Industrials, Inc. Basic $ 1.28 $ 1.30 $ 0.02 $ 0.81 $ 0.81 $ — Diluted 1.27 1.30 0.03 0.81 0.80 (0.01) Three Months Ended September 30, 2021 September 30, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 92,533 $ 92,333 $ (200) $ 56,204 $ 56,629 $ 425 Income before income taxes 24,329 24,529 200 21,536 21,111 (425) Income tax expense 6,121 6,170 49 5,182 5,078 (104) Net income 18,208 18,359 151 16,353 16,033 (320) Income attributable to redeemable noncontrolling interest (212) (188) 24 — — — Net income attributable to CSW Industrials, Inc. 17,995 18,171 176 16,353 16,033 (320) Earnings per share attributable to CSW Industrials, Inc. Basic $ 1.14 $ 1.15 $ 0.01 $ 1.11 $ 1.09 $ (0.02) Diluted 1.14 1.15 0.01 1.10 1.08 (0.02) Three Months Ended December 31, 2021 December 31, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Income Cost of sales $ 86,244 $ 84,943 $ (1,301) $ 50,594 $ 51,240 $ 646 Income before income taxes 10,837 12,139 1,302 3,056 2,410 (646) Income tax expense 2,068 2,389 321 709 550 (159) Net income 8,769 9,750 981 2,346 1,859 (487) Income attributable to redeemable noncontrolling interest (458) (444) 14 — — — Net income attributable to CSW Industrials, Inc. 8,311 9,306 995 2,346 1,859 (487) Earnings per share attributable to CSW Industrials, Inc. Basic $ 0.53 $ 0.59 $ 0.06 $ 0.16 $ 0.12 $ (0.04) Diluted 0.52 0.59 0.07 0.16 0.12 (0.04) Three Months Ended March 31, 2022 March 31, 2021 (in thousands, except for per share amounts) As Computed Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Income Cost of sales $ 101,749 $ 100,957 $ (792) $ 79,396 $ 78,430 $ (966) Income before income taxes 26,813 27,605 792 10,898 11,864 966 Income tax expense 8,835 9,080 245 1,270 1,507 237 Net income 17,979 18,525 546 9,628 10,356 728 Income attributable to redeemable noncontrolling interest (88) (79) 9 — — — Net income attributable to CSW Industrials, Inc. 17,891 18,446 555 9,628 10,356 728 Earnings per share attributable to CSW Industrials, Inc. Basic $ 1.13 $ 1.17 $ 0.04 $ 0.62 $ 0.66 $ 0.04 Diluted 1.13 1.17 0.04 0.61 0.66 0.05 |
Details of Certain Consolidated
Details of Certain Consolidated Balance Sheet Captions | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Details of Certain Consolidated Balance Sheet Captions | DETAILS OF CERTAIN CONSOLIDATED BALANCE SHEET CAPTIONS Accounts receivable, net consists of the following (in thousands): March 31, 2022 2021 Accounts receivable trade $ 120,603 $ 93,366 Other receivables 3,378 4,244 123,981 97,610 Less: Allowance for doubtful accounts (1,177) (915) Accounts receivable, net $ 122,804 $ 96,695 Property, plant and equipment, net , consist of the following (in thousands): March 31, 2022 2021 Land and improvements $ 3,226 $ 3,168 Buildings and improvements 53,346 53,020 Plant, office and laboratory equipment 99,770 95,848 Construction in progress 11,083 3,462 167,425 155,498 Less: Accumulated depreciation (80,393) (72,944) Property, plant and equipment, net $ 87,032 $ 82,554 Depreciation of property, plant and equipment was $11.6 million, $9.2 million and $7.9 million for the years ended March 31, 2022, 2021 and 2020, respectively. Of these amounts, cost of revenues includes $8.3 million, $7.1 million and $6.6 million, respectively. Other assets consist of the following (in thousands): March 31, 2022 2021 Right-of-use lease assets $ 67,076 $ 61,707 Property held for investment (a) 418 967 Deferred income taxes 304 1,462 Long-term tax indemnification assets 7,500 7,500 Other 7,388 4,359 Other assets $ 82,686 $ 75,995 (a) As of March 31, 2021, $0.5 million asset was held for sale in the "Elimination and Other" segment. This asset was reclassified to other current asset during the year ended March 31, 2022. Accrued and other current liabilities consist of the following (in thousands): March 31, 2022 2021 Compensation and related benefits $ 21,617 $ 19,120 Rebates and marketing agreements 16,340 9,031 Operating lease liabilities 9,269 8,063 Billings in excess of costs 1,026 1,018 Non-income taxes 1,949 1,593 Income taxes payable 4,266 3,755 Other accrued expenses 14,538 7,163 Accrued and other current liabilities $ 69,005 $ 49,743 Other long-term liabilities consists of the following (in thousands): March 31, 2022 2021* Operating lease liabilities $ 63,275 $ 56,709 Deferred income taxes 62,810 67,180 Tax Reserve 13,987 13,228 Other 234 736 Other long-term liabilities $ 140,306 $ 137,853 *Years ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Long-Term Debt and Commitments
Long-Term Debt and Commitments | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Commitments | LONG-TERM DEBT AND COMMITMENTS Debt consists of the following (in thousands): March 31, 2022 2021 Revolving Credit Facility, interest rate of 1.95% and 2.11%, respectively $ 243,000 $ 232,000 Whitmore term loan, interest rate of 2.45% and 2.11%, respectively 9,775 10,337 Total debt 252,775 242,337 Less: Current portion (561) (561) Long-term debt $ 252,214 $ 241,776 Revolving Credit Facility Agreement On December 11, 2015, we entered into a five-year $250.0 million Revolving Credit Facility agreement (“Revolving Credit Facility”), with an additional $50.0 million accordion feature, with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto. The agreement was amended on September 15, 2017 to allow for multi-currency borrowing with a $125.0 million sublimit and to extend the maturity date to September 15, 2022. On December 1, 2020, the Company entered into an amendment to the Revolving Credit Facility to utilize the accordion feature, thus increasing the commitment from $250.0 million to $300.0 million, and hence eliminating the available incremental commitment by a corresponding amount. On March 10, 2021, the Revolving Credit Facility was amended to facilitate the formation and future operation of the joint venture discussed in Note 3. On May 18, 2021, we entered into a Second Amended and Restated Credit Agreement (the “Second Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders, issuing banks and swingline lender party thereto. CSW Industrials Holdings, LLC, a wholly-owned subsidiary of the Company (the “Borrower”) is the borrower under the Second Credit Agreement. The Second Credit Agreement provides for a $400.0 million Revolving Credit Facility that contains a $25.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans. The Second Credit Agreement is scheduled to mature on May 18, 2026. Borrowings under the Second Credit Agreement may be used for working capital and general corporate purposes, including, without limitation, for financing permitted acquisitions and fees and expenses incurred in connection therewith. The obligations of the Borrower under the Second Credit Agreement are guaranteed by the Company and all of its direct and indirect domestic subsidiaries. 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. 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. The Second Credit Agreement also contains (i) affirmative and negative covenants which are customary for similar credit agreements, including, without limitation, limitations on the Company, the Borrower and its subsidiaries with respect to indebtedness, liens, investments, distributions, mergers and acquisitions, disposition of assets and transactions with affiliates, and (ii) customary events of default. Borrowings under the Second Credit Agreement bear interest, at the Borrower’s option, at either base rate or LIBOR, plus, in either case, an applicable margin based on the Company’s 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 also pay a commitment fee of an applicable margin based on the Company's leverage ratio for the unutilized portion of the Revolving Credit Facility. Interest and commitment fees are payable at least quarterly and the outstanding principal balance is due at the maturity date. As of March 31, 2022 and 2021, we had $243.0 million and $232.0 million, respectively, in outstanding borrowings under the Facility, which resulted in a borrowing capacity of $157.0 million and $68.0 million, respectively, inclusive of the accordion feature. Covenant compliance is tested quarterly and we were in compliance with all covenants as of March 31, 2022. Whitmore Term Loan As of March 31, 2022, Whitmore Manufacturing, LLC (one of our wholly-owned operating subsidiaries) maintained a secured term loan related to the warehouse, corporate office building and remodel of the existing manufacturing and R&D facility. The term loan matures on July 31, 2029, with payments of $140,000 due each quarter. Borrowings under the term loan bear interest at a variable annual rate equal to one-month LIBOR plus 2.0%. As of March 31, 2022 and 2021, Whitmore had $9.8 million and $10.3 million, respectively, in outstanding borrowings under the term loan. Interest payments under the Whitmore term loan are hedged under an interest rate swap agreement as described in Note 11. Future Minimum Debt Payments Future minimum debt payments are as follows for years ending March 31 (in thousands): 2023 $ 561 2024 561 2025 561 2026 561 2027 243,561 Thereafter 6,970 Total $ 252,775 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2022 | |
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. In October 2019, we terminated two operating leases and paid an early lease termination fee of $0.5 million. The loss on early termination is recorded in other income (expense), net as the leased properties were not used in our operations. We do not currently have any financing lease arrangements. (in thousands) March 31, 2022 March 31, 2021 Components of Operating Lease Expenses Operating lease expense $ 9,893 $ 5,243 Short-term lease expense 326 377 Total operating lease expense (a) $ 10,219 $ 5,620 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) March 31, 2022 March 31, 2021 Operating Lease Assets and Liabilities ROU assets, net (a) $ 67,076 $ 61,707 Short-term lease liabilities $ 9,269 $ 8,063 Long-term lease liabilities 63,275 56,709 Total operating lease liabilities (b) $ 72,544 $ 64,772 (a) Included in other assets (b) Included in accrued and other current liabilities and other long-term liabilities, as applicable (in thousands) March 31, 2022 March 31, 2021 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 9,974 $ 5,578 ROU assets obtained in exchange for new operating lease obligations 8,464 114 (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 (in years) 7.9 8.2 Weighted average discount rate (percent) 2.2 % 2.6 % Maturities of operating lease liabilities were as follows (in thousands): (in thousands) 2023 $ 10,723 2024 10,640 2025 10,465 2026 10,142 2027 9,920 Thereafter 27,324 Total lease liabilities $ 79,214 Less: Imputed interest (6,670) Present value of lease liabilities $ 72,544 |
Derivative Instruments and Hedg
Derivative Instruments and Hedge Accounting | 12 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedge Accounting | DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING We enter into interest rate swap agreements to hedge exposure to floating interest rates on certain portions of our debt. As of March 31, 2022 and 2021, we had $9.8 million and $10.3 million, respectively, of notional amount in outstanding designated interest rate swaps with third parties. All interest rate swaps are highly effective. At March 31, 2022, the maximum remaining length of any interest rate swap contract in place was approximately 7.3 years. The fair value of interest rate swaps designated as hedging instruments are summarized below (in thousands): March 31, 2022 2021 Current derivative liabilities $ 109 $ 280 Non-current derivative liabilities 233 736 The impact of changes in the fair value of interest rate swaps is included in Note 19. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Mar. 31, 2022 | |
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 years ended March 31, 2022, 2021 and 2020: March 31, (amounts in thousands, except per share data) 2022 2021* 2020* Income from continuing operations $ 67,319 $ 40,099 $ 44,656 Income from discontinued operations, net of tax — — 1,061 Income attributable to redeemable noncontrolling interest (934) — — Net income attributable to CSW Industrials, Inc. $ 66,385 $ 40,099 $ 45,717 Weighted average shares: Common stock 15,646 14,919 14,928 Participating securities 109 96 111 Denominator for basic earnings per common share 15,755 15,015 15,039 Potentially dilutive securities 52 111 167 Denominator for diluted earnings per common share 15,807 15,126 15,206 Basic earnings per common share: Continuing operations $ 4.21 $ 2.67 $ 2.97 Discontinued operations — — 0.07 Net income attributable to CSW Industrials, Inc. $ 4.21 $ 2.67 $ 3.04 Diluted earnings per common share: Continuing operations $ 4.20 $ 2.65 $ 2.94 Discontinued operations — — 0.07 Net income attributable to CSW Industrials, Inc. $ 4.20 $ 2.65 $ 3.01 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | SHAREHOLDERS' EQUITY Share Repurchase Programs 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 time 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 current repurchase 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. During the year ended March 31, 2022, we repurchased 126,115 shares for an aggregate amount of $14.4 million under the current repurchase program. During the year ended March 31, 2021, we repurchased 115,151 shares for an aggregate amount of $7.3 million under the prior $75.0 million program. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The fair value of interest rate swaps discussed in Note 11 are determined using Level II inputs. The carrying value of our debt, included in Note 9, approximates fair value as it bears interest at floating rates. The carrying amounts of other financial instruments (i.e., cash and cash equivalents, accounts receivable, net, accounts payable) approximated their fair values at March 31, 2022 and 2021 due to their short-term nature. The redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. 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 and is classified as Level III under the fair value hierarchy. The redemption value of the redeemable noncontrolling interest is discussed in Note 3. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS We had a frozen qualified defined benefit pension plan (the “Qualified Plan”) that covered certain of our U.S. employees. The Qualified Plan was previously closed to employees hired or re-hired on or after January 1, 2015, and it was amended to freeze benefit accruals and to modify certain ancillary benefits effective as of September 30, 2015. Benefits were based on years of service and an average of the highest five We maintain a frozen unfunded retirement restoration plan (the “Restoration Plan”) that is a non-qualified plan providing for the payment to participating employees, upon retirement, of the difference between the maximum annual payment permissible under the Qualified Plan pursuant to federal limitations and the amount that would otherwise have been payable under the Qualified Plan. The Restoration Plan was closed to new participants on January 1, 2015 and was amended to freeze benefit accruals and to modify certain ancillary benefits effective as of September 30, 2015. We maintain a registered defined benefit pension plan (the "Canadian Plan") that covers all of our employees based at our facility in Alberta, Canada. The plan was amended to freeze benefit accruals effective as of January 31, 2022. Employees were eligible for membership in the plan following the completion of one year of employment. Benefits accrued to eligible employees based on years of service and an average of the highest 60 consecutive months of compensation during the last 10 consecutive years of employment. Benefit eligibility typically occurs upon the first day of the month following an eligible employee’s reaching age 65, and plan benefits are typically paid monthly in advance for the lifetime of the participant. The plans described above (collectively, the "Plans") are presented in aggregate as the impact of the Restoration Plan and Canadian Plan to our consolidated financial position and results of operations is not material. The following are assumptions related to the Plans: March 31, 2022 2021 2020 Assumptions used to determine benefit obligations: Discount rate 4.0 % 3.3 % 3.6 % Rate of compensation increases (a) — % 3.0 % 3.0 % Assumptions used to determine net pension expense: Discount rate 3.3 % 3.6 % 4.0 % Expected return on plan assets 4.8 % 4.8 % 4.8 % Rate of compensation increases (b) 3.0 % 3.0 % 3.0 % (a) Rate of compensation increase is not relevant to the Restoration Plan and the Canadian Plan due to freezing benefit accruals. (b) Rate of compensation increase is no longer relevant to the Restoration Plan due to freezing benefit accruals. Rate of compensation increase of $3.0% was used to determine the fiscal 2022 expenses for the Canadian Plan. The factors used in determination of these assumptions are described in Note 1. Net pension (benefit) expense for the Plans was: Year Ended March 31, (in thousands) 2022 2021 2020 Service cost – benefits earned during the year $ 43 $ 40 $ 71 Interest cost on projected benefit obligation 138 144 1,136 Expected return on assets (120) (96) (1,361) Net amortization and deferral 69 74 56 Pension plan termination (a) — — 6,472 Curtailment impact (30) — — Net pension expense $ 100 $ 162 $ 6,374 (a) Reflects impact of the termination of the Qualified Plan. No estimated prior service costs or net loss for the Plans will be amortized from accumulated other comprehensive loss into pension expense in the year ended March 31, 2023. The following is a summary of the changes in the Plans' pension obligations: March 31, (in thousands) 2022 2021 Benefit obligation at beginning of year $ 4,291 $ 3,880 Service cost 43 40 Interest cost 138 144 Actuarial gain (330) 212 Benefits paid (216) (265) Curtailment impact (342) — Currency translation impact 12 280 Benefit obligation at end of year $ 3,596 $ 4,291 Accumulated benefit obligation $ 3,596 $ 3,990 The following is a reconciliation of the Plans' assets: March 31, (in thousands) 2022 2021 Fair value of plan assets at beginning of year $ 2,492 $ 1,898 Actual return on plan assets (6) 441 Benefits paid (110) (159) Company contributions 79 69 Currency translation impact 11 243 Fair value of plan assets at end of year $ 2,466 $ 2,492 We contributed $0.1 million to the Canadian Plan in the year ended March 31, 2022. No contribution will be made in the year ending March 31, 2023 due to the freezing of benefits and the funded position as at March 31, 2022. The following summarizes the net pension asset for the Plans March 31, (in thousands) 2022 2021 Plan assets at fair value $ 2,466 $ 2,492 Benefit obligation (3,596) (4,291) Unfunded status $ (1,130) $ (1,799) The following summarizes amounts recognized in the balance sheets for the Plans: March 31, (in thousands) 2022 2021 Current liabilities $ (103) $ (104) Noncurrent liabilities (1,027) (1,695) Unfunded status $ (1,130) $ (1,799) The following table presents the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in the benefit obligation: March 31, (in thousands) 2022 2021 Accumulated other comprehensive loss at beginning of year $ (799) $ (871) Amortization of net loss 59 62 Amortization of prior service cost (5) (31) Curtailment impact 311 — Net gain arising during the year 154 96 Currency translation impact (86) (55) Accumulated other comprehensive loss at end of year $ (366) $ (799) Amounts recorded in accumulated other comprehensive loss consist of: March 31, (in thousands) 2022 2021 Net prior service cost $ — $ 27 Net loss (366) (826) Accumulated other comprehensive loss $ (366) $ (799) The Canadian Plan accounts for 100% of total assets, and has investments of $2.5 million primarily in high-quality fixed income securities (Level II inputs in the fair value hierarchy) that are issued by governments and corporations. The actual asset allocations for the Plans were as follows: March 31, Asset category 2022 2021 Fixed income securities 99 % — % Other — % 100 % Cash and cash equivalents 1 % — % Total 100 % 100 % The following table summarizes the expected cash benefit payments for the Plans for fiscal years ending March 31 (in millions): 2023 $ 0.2 2024 0.2 2025 0.2 2026 0.2 2027 0.2 Thereafter 1.1 Defined Contribution Plan Effective October 1, 2015, we began to sponsor a defined contribution plan covering substantially all of our U.S. employees. Employees may contribute to this plan, and these contributions are matched 100% by us up to 6.0% of eligible earnings. We also contribute an additional percentage of eligible earnings to employees regardless of their level of participation in the plan, which is discretionary and varies based on profitability. We made total contributions to the plan of $4.8 million and $3.9 million during the years ended March 31, 2022 and 2021, respectively. Employee Stock Ownership Plan We sponsor a qualified, non-leveraged employee stock ownership plan (“ESOP”) in which domestic employees are eligible to participate following the completion of one year of service. The ESOP provides annual discretionary contributions of up to the maximum amount that is deductible under the Internal Revenue Code. Contributions to the ESOP are invested in our common stock. A participant’s interest in contributions to the ESOP fully vests after three years of credited service or upon retirement, permanent disability (each, as defined in the plan document) or death. We recorded total contributions to the ESOP of $2.3 million, $3.6 million and $3.2 million during the years ended March 31, 2022, 2021 and 2020, respectively, based on performance in the prior year. During the year ended March 31, 2022, $3.0 million was recorded to expense based on performance in the year ended March 31, 2022 and is expected to be contributed to the ESOP during the year ending March 31, 2023. The ESOP held 549,863 and 628,289 shares of CSWI common stock as of March 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income from continuing operations before income taxes was comprised of the following (in thousands): Year Ended March 31, 2022 2021* 2020* U.S. Federal $ 87,607 $ 48,142 $ 53,733 Foreign 3,858 2,726 3,655 Income before income taxes $ 91,465 $ 50,868 $ 57,388 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. Income tax expense consists of the following (in thousands): For the year ended: Current Deferred Total March 31, 2022 U.S. Federal $ 20,139 $ (1,578) $ 18,561 State and local 5,271 761 6,032 Foreign 638 (1,085) (447) Provision for income taxes $ 26,048 $ (1,902) $ 24,146 March 31, 2021* U.S. Federal $ 6,773 $ (1,211) $ 5,562 State and local 3,561 (500) 3,061 Foreign 1,641 505 2,146 Provision for income taxes $ 11,975 $ (1,206) $ 10,769 March 31, 2020* U.S. Federal $ 8,466 $ 621 $ 9,087 State and local 1,999 (100) 1,899 Foreign 1,968 (222) 1,746 Provision for income taxes $ 12,433 $ 299 $ 12,732 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. Income tax expense differed from the amounts computed by applying the U.S. federal statutory income tax rate of 21.0% to income from continuing operations before income taxes as a result of the following (in thousands): Year Ended March 31, 2022 2021* 2020* Computed tax expense at statutory rate $ 19,206 $ 10,674 $ 12,044 Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal benefits 4,765 2,419 1,943 Nondeductible executive compensation 992 248 — Vesting of stock-based compensation (1,916) (741) (542) Amended return items (pension and foreign withholding) — — 975 IRS audit adjustments — — 502 Global intangible low-taxed income ("GILTI") inclusion and foreign-derived intangible income ("FDII") deduction (522) 440 124 Foreign rate differential 91 85 84 Uncertain tax positions 759 (4,717) (1,615) Other permanent differences (143) 1,931 (4) Foreign tax credits (450) (554) (479) Valuation allowance 379 — — Repatriation tax, net of tax credit 170 822 — Other, net 815 162 (300) Provision for income taxes continuing operations $ 24,146 $ 10,769 $ 12,732 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. The effective tax rates for the years ended March 31, 2022, 2021 and 2020 were 26.4%, 21.2% and 22.2%, respectively. As compared with the statutory rate for the year ended March 31, 2022, the provision for income taxes was primarily impacted by state tax expense (net of federal benefits), which increased the provision by $4.8 million and effective rate by 5.2%, executive compensation limitation, which increased the provision by $1.0 million and the effective tax rate by 1.1% and a net increase in uncertain tax positions, which increased the provision by $0.8 million and the effective rate by 0.8%. This was offset by tax benefits related to the restricted stock vesting, which decreased the provision by $1.9 million and the effective tax rate by 2.1%. As compared with the statutory rate for the year ended March 31, 2021, the provision for income taxes was primarily impacted by the state tax expense, which increased the provision by $2.4 million and the effective rate by 4.8%, the additional non-deductible expenses, which increased the provision by $1.9 million and the effective rate by 2.1%, and the release of uncertain tax positions, which decreased the provision by $4.7 million and the effective rate by 9.3%. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2022 and 2021 are presented below (in thousands): March 31, 2022 2021* Deferred tax assets: Operating lease liabilities $ 17,774 $ 14,680 Accrued compensation 4,826 3,878 Impairment 15 386 Pension and other employee benefits 412 313 Inventory reserves 3,720 1,330 Net operating loss carryforwards 145 145 Accrued expenses 1,010 244 Foreign tax credit carry-forward 379 130 State R&D credit carry-forward 75 120 Transaction Costs 714 630 Other, net 1,477 1,455 Deferred tax assets 30,547 23,311 Valuation allowance (524) (145) Deferred tax assets, net of valuation allowance 30,023 23,166 Deferred tax liabilities: Goodwill and intangible assets (64,903) (65,070) Property, plant and equipment (8,242) (7,816) Operating lease - ROU assets (16,364) (13,631) Repatriation reserve (1,034) (942) Other, net (1,986) (1,425) Deferred tax liabilities (92,529) (88,884) Net deferred tax liabilities $ (62,506) $ (65,718) *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. As the assets and liabilities of our discontinued Coatings business discussed in Note 4 reside in a disregarded entity for tax purposes, the tax attributes associated with the operations of our Coatings business ultimately flow through to our corporate parent, which files a consolidated federal return. Therefore, corresponding deferred tax assets or liabilities expected to be substantially realized by our corporate parent have been reflected above as assets of our continuing operations and have not been allocated to the balances of assets or liabilities of our discontinued operations disclosed in Note 4. As of both March 31, 2022 and 2021, we had no tax effected net operating loss carryforwards, net of valuation allowances. Net operating loss carryforwards will expire in periods beyond the next 5 years. Certain earnings of foreign subsidiaries continue to be permanently invested outside of the United States. The earnings related to these foreign subsidiaries for which taxes are not being provided are $16.6 million. The calculation of the taxes on these undistributed earnings are impracticable because it is unknown how these earnings would be distributed. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): March 31, 2022 2021 Balance at beginning of year $ 10,212 $ 498 Increases related to prior year tax positions — 13,895 Decreases related to prior year tax positions (314) (4,215) Increases related to current year tax positions 36 34 Balance at end of year $ 9,934 $ 10,212 During the year ended March 31, 2022, we released a $0.3 million reserve related to positions taken on tax returns for which the statute has expired, and accrued interest and penalties of $0.6 million and $0.5 million, respectively. During the year ended March 31, 2021, w e recorded total tax contingency reserves of $17.3 million, including unrecognized tax benefit of $13.6 million, accrued interest and penalty of $1.4 million and $2.3 million, respectively, through purchase accounting as a result of the TRUaire acquisition discussed in Note 2. During the three months ended March 31, 2021, a tax benefit of $5.3 million, including release of accrued interest ($0.6 million) and penalty ($0.6 million), was recognized through the income statement as a result of receiving the audit closing letter from Internal Revenue Service related to calendar 2017. F or the year ended March 31, 2021, we recorded an additional net tax contingency reserve of $0.2 million, accrued interest of $0.1 million and accrued penalty of $0.2 million. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONSWe had no related party transactions in the three years ended March 31, 2022, 2021 and 2020. |
Contingencies
Contingencies | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | CONTINGENCIESFrom time to time, we are involved in various claims and legal actions which arise in the ordinary course of business. There are not any matters pending that we currently believe are reasonably possible of having a material impact to our business, consolidated financial position, results of operations or cash flows. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 12 Months Ended |
Mar. 31, 2022 | |
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). March 31, 2022 2021 Currency translation adjustments: Balance at beginning of period $ (4,394) $ (9,185) Foreign currency translation adjustments (44) 4,791 Balance at end of period $ (4,438) $ (4,394) Interest rate swaps: Balance at beginning of period $ (803) $ (1,390) Unrealized gain, net of taxes of $(82) and $(96), respectively (a) 309 362 Reclassification of losses included in interest expense, net of taxes of $(60) and $(60), respectively 224 225 Other comprehensive income 533 587 Balance at end of period $ (270) $ (803) Defined benefit plans: Balance at beginning of period $ (799) $ (871) Amortization of net prior service benefit, net of taxes of $1 and $8, respectively (b) (5) (31) Amortization of net loss, net of taxes of $(16) and $(16), respectively (b) 59 62 Net gain arising during the year, net of taxes of $(41) and $(26), respectively ( b) 154 96 Curtailment impact, net of taxes of $(83) and $0, respectively (b) 311 — Currency translation impact (86) (55) Other comprehensive income 433 72 Balance at end of period $ (366) $ (799) (a) Unrealized gains are reclassified to earnings as underlying cash interest payments are made. We expect to recognize a loss of less than $0.1 million, net of deferred taxes, over the next twelve months related to a designated cash flow hedge based on its fair value as of March 31, 2022. (b) Amortization of prior service costs and actuarial losses out of accumulated other comprehensive loss are included in the computation of net periodic pension expense. See Note 15 for additional information. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION We conduct our operations in three reportable segments: Contractor Solutions, Engineered Building Solutions and Specialized Reliability Solutions. With the adoption of ASC Topic 606, we have concluded that the disaggregation of revenues that would be most useful in understanding the nature, timing and extent of revenue recognition is the breakout of build-to-order and book-and-ship, as defined below: Build-to-order products are architecturally-specified building products generally sold into the construction industry. Revenue generated from sales of products under build-to-order transactions are currently reflected in the results of our Engineered Building Solutions segment. Occasionally, our built-to-order business lines enter into arrangements for the delivery of a customer-specified product and the provision of installation services. These orders are generally negotiated as a package and are commonly subject to retainage by the customer, which means the final 10% of the transaction price, when applicable, is not collectible until the overall construction project into which our products are incorporated is complete. The lead times for transfer to the customer can be up to 12 weeks. Revenue for goods is recognized at a point in time, but installation services are recognized over time as those services are performed. Installation services represented approximately 3% of total consolidated revenue for the year ended March 31, 2022. Book-and-ship products are sold across all of our end markets. Revenue generated from sales of products under book-and-ship transactions have historically been presented in the Contractor Solutions, Engineered Building Solutions and Specialized Reliability Solutions. These sales are typically priced on a product-by-product basis using price lists provided to our customers. The lead times for transfer to the customer is usually one week or less as these items are generally built to stock. Revenue for products sold under these arrangements is recognized at a point in time. Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Year Ended March 31, 2022 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 88,690 $ — $ 88,690 Book-and-ship 413,207 8,606 115,932 537,745 Net revenues $ 413,207 $ 97,296 $ 115,932 $ 626,435 Year Ended March 31, 2021 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 87,057 $ — $ 87,057 Book-and-ship 245,232 8,615 78,301 332,148 Net revenues $ 245,232 $ 95,672 $ 78,301 $ 419,205 Year Ended March 31, 2020 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 82,357 $ — $ 82,357 Book-and-ship 190,421 8,524 104,569 303,514 Net revenues $ 190,421 $ 90,881 $ 104,569 $ 385,871 Contract liabilities, which are included in accrued and other current liabilities in our consolidated balance sheets were as follows (in thousands): Balance at April 1, 2021 $ 1,018 Revenue recognized (971) New contracts and revenue added to existing contracts 979 Balance at March 31, 2022 $ 1,026 |
Segments
Segments | 12 Months Ended |
Mar. 31, 2022 | |
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 organized into three reportable segments: • Contractor Solutions • Engineered Building Solutions; and • Specialized Reliability Solutions. The following is a summary of the financial information of our reporting segments reconciled to the amounts reported in the consolidated financial statements (in thousands). Year Ended March 31, 2022 (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 413,207 $ 97,296 $ 115,932 $ 626,435 $ — $ 626,435 Intersegment revenue 3,280 — 110 3,390 (3,390) — Operating income 96,115 11,101 9,007 116,223 (18,843) 97,380 Depreciation and amortization 27,879 2,063 6,016 35,958 450 36,408 Year Ended March 31, 2021* (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 245,232 $ 95,672 $ 78,301 $ 419,205 $ — $ 419,205 Intersegment revenue 296 — 64 360 (360) — Operating income 59,007 14,066 581 73,654 (14,434) 59,220 Depreciation and amortization 14,415 2,014 5,744 22,173 545 22,718 Year Ended March 31, 2020* (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 190,421 $ 90,881 $ 104,569 $ 385,871 $ — $ 385,871 Intersegment revenue 275 — 72 347 (347) — Operating income 58,236 14,278 7,690 80,204 (14,350) 65,854 Depreciation and amortization 5,887 2,074 6,181 14,142 494 14,636 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. In the fiscal quarter ended March 31, 2020, we recorded an impairment of $1.0 million on one of our unamortized trademarks in our Contractor Solutions segment. TOTAL ASSETS (Amounts in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total March 31, 2022 $ 782,267 $ 74,397 $ 126,380 $ 983,044 $ 12,316 $ 995,360 March 31, 2021* 687,508 67,281 111,493 866,282 13,240 879,522 March 31, 2020* 161,508 68,752 118,927 349,187 24,872 374,059 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. Geographic information – We attribute revenues to different geographic areas based on the destination of the product or service delivery. Long-lived assets are classified based on the geographic area in which the assets are located and exclude deferred taxes. No individual country, except for the U.S., accounted for more than 10% of consolidated net revenues or total long-lived assets. Revenues and long-lived assets by geographic area are as follows (in thousands, except percent data): Year Ended March 31, 2022 2021 2020 U.S. $ 559,296 89.3 % $ 367,169 87.6 % $ 323,000 83.7 % Non-U.S. (a) 67,139 10.7 % 52,036 12.4 % 62,871 16.3 % Revenues, net $ 626,435 100.0 % $ 419,205 100.0 % $ 385,871 100.0 % (a) No individual country within this group represents 10% or more of consolidated totals for any period presented. Year Ended March 31, 2022 2021 2020 U.S. $ 651,477 93.7 % $ 617,258 93.5 % $ 196,679 89.7 % Non-U.S. 43,736 6.3 % 43,146 6.5 % 22,521 10.3 % Long-lived assets (a) $ 695,213 100.0 % $ 660,404 100.0 % $ 219,200 100.0 % (a) Long-lived assets consist primarily of property, plant and equipment, intangible assets, goodwill and other assets, net of deferred taxes. Major customer information – We have a large number of customers across our locations and do not believe that we have sales to any individual customer that represented 10% or more of consolidated net revenues for any of the fiscal years presented. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (UNAUDITED) The following presents a summary of the unaudited quarterly data for the years ended March 31, 2022 and 2021 (amounts in millions, except per share data): Year Ended March 31, 2022 Quarter 4th 3rd 2nd 1st Revenues, net $ 173.3 $ 136.3 $ 155.6 $ 161.3 Gross profit 72.3 51.3 63.3 69.0 Income before income taxes 27.6 12.1 24.5 27.2 Net income 18.5 9.7 18.4 20.7 Net income attributable to CSW Industrials, Inc. 18.4 9.3 18.2 20.5 Earnings per share attributable to CSW Industrials, Inc. (a) Basic $ 1.17 $ 0.59 $ 1.15 $ 1.30 Diluted 1.17 0.59 1.15 1.30 Year Ended March 31, 2021* Quarter 4th 3rd 2nd 1st Revenues, net $ 133.4 $ 89.9 $ 104.9 $ 91.0 Gross profit 54.9 38.7 48.3 42.6 Income before income taxes 11.9 2.4 21.1 15.5 Net income 10.4 1.9 16.0 11.9 Net income attributable to CSW Industrials, Inc. 10.4 1.9 16.0 11.9 Earnings per share attributable to CSW Industrials, Inc. (a) Basic $ 0.66 $ 0.12 $ 1.09 $ 0.81 Diluted 0.66 0.12 1.08 0.80 *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. (a) Net earnings per common share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding. |
Organization and Operations a_2
Organization and Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation – The consolidated financial position, results of operations and cash flows included in this Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (“Annual Report”) include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The 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. |
Variable Interest Entities | Variable Interest Entities - We evaluate whether an entity is a variable interest entity (“VIE”) 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 VIE’s 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 Whitmore having the power to direct the manufacturing activities, which are considered the most significant activities for the Whitmore JV. |
Use of Estimates | Use of Estimates – The process of preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of certain assets, liabilities, revenues and expenses. We believe our estimates and assumptions are reasonable; however, actual results may differ materially from such estimates. The most significant estimates and assumptions are used in determining: • Timing and amount of revenue recognition; • Deferred taxes and tax reserves; and • Valuation of goodwill and indefinite-lived intangible assets. |
Change in Accounting Principle | Change in Accounting Principle - During the fourth quarter of the fiscal year ended March 31, 2022, the Company changed its method of accounting for certain domestic inventory previously valued by the last-in, first-out ("LIFO") method to the first-in, first-out ("FIFO") method. All prior periods presented have been retrospectively adjusted to apply the new method of accounting. Refer to Note 7 for more information on the change in inventory accounting method. |
Cash and Cash Equivalents | Cash and Cash Equivalents – We consider all highly liquid instruments purchased with original maturities of three months or less and money market accounts to be cash equivalents. We maintain our cash and cash equivalents at financial institutions for which the combined account balances in individual institutions may exceed insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of insurance coverage. |
Accounts Receivable, Allowance for Doubtful Accounts and Credit Risk | Accounts Receivable, Allowance for Doubtful Accounts and Credit Risk – Trade accounts receivables are recorded at the invoiced amounts and do not bear interest. We record an allowance for credit losses on trade receivables that, when deducted from the gross trade receivables balance, presents the net amount expected to be collected. We estimate the allowance based on an aging schedule and according to historical losses as determined from our billings and collections history. This may be adjusted after consideration of customer-specific factors such as financial difficulties, liquidity issues or insolvency, as well as both current and forecasted macroeconomic conditions as of the reporting date. We adjust the allowance and recognize credit losses in the income statement each period. Trade receivables are written off against the allowance in the period when the receivable is deemed to be uncollectible. Subsequent recoveries of amounts previously written off are reflected as a reduction to periodic credit losses in the income statement. |
Credit Risks | Credit risks are mitigated by the diversity of our customer base across many different industries and by performing creditworthiness analyses on our customers. Additionally, we mitigate credit risk through letters of credit and advance payments received from our customers. We do not believe that we have any significant concentrations of credit risk. |
Inventories and Related Reserves | Inventories and Related Reserves – Inventories are stated at the lower of cost or net realizable value and include raw materials, supplies, direct labor and manufacturing overhead. Cost is determined using the first-in, first-out (“FIFO”) method for valuing inventories at majority of our domestic operations. Our foreign subsidiaries and some domestic operations use either the FIFO or the weighted average cost method to value inventory. Foreign inventories represent approximately 10% and 12% of total inventories as of March 31, 2022 and 2021, respectively. Reserves are provided for slow-moving or excess and obsolete inventory based on the difference between the cost of the inventory and its net realizable value and by reviewing quantities on hand in comparison with historical and expected future usage. In estimating the reserve for excess or slow-moving inventory, management considers factors such as product aging, current and future customer demand and market conditions. |
Property, Plant and Equipment | Property, Plant and Equipment – Property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the individual assets. When property, plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and the resulting gain or loss is included in income from operations for the period. Generally, the estimated useful lives of assets are: Land improvements 5 to 40 years Buildings and improvements 7 to 40 years Plant, office and lab equipment 5 to 10 years We review property, plant and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. |
Valuation of Goodwill and Intangible Assets | Valuation of Goodwill and Intangible Assets – The value of goodwill is tested for impairment at least annually as of January 31 or whenever events or circumstances indicate such assets may be impaired. The identification of our reporting units began at the operating segment level and considered whether components one level below the operating segment levels should be identified as reporting units for purpose of testing goodwill for impairment based on certain conditions. These conditions included, among other factors, (i) the extent to which a component represents a business and (ii) the aggregation of economically similar components within the operating segments. Other factors that were considered in determining whether the aggregation of components was appropriate included the similarity of the nature of the products and services, the nature of the production processes, the methods of distribution and the types of industries served. |
Intangible Assets | We have intangible assets consisting of patents, trademarks, customer lists and non-compete agreements. Definite-lived intangible assets are assessed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. In addition, we have other trademarks and license agreements that are considered to have indefinite lives. We test indefinite-lived intangible assets for impairment at least annually as of January 31 or whenever events or circumstances indicate that the carrying amount may not be recoverable. Significant assumptions used in the impairment test include the discount rate, royalty rate, future sales projections and terminal value growth rate. These inputs are considered non-recurring Level III inputs within the fair value hierarchy. An impairment loss would be recognized when estimated future cash flows are less than their carrying amount. |
Property Held for Investment | Property Held for Investment – One of our non-operating subsidiaries holds and manages a non-operating property, which is valued at lower of cost or market and disposed of as opportunities arise to maximize value. |
Deferred Loan Costs | Deferred Loan Costs – Deferred loan costs related to our credit facility, which are reported in other assets and consist of fees and other expenses associated with debt financing, are amortized over the term of the associated debt using the effective interest method. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments – Our financial instruments are presented at fair value in our consolidated balance sheets, with the exception of our long-term debt, as discussed in Note 9. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models may be applied. Assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Hierarchical levels, as defined by Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities. An asset or a liability’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Hierarchical levels are as follows: Level I – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level III – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. |
Leases | Leases – We determine if a contract is or contains a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset. Right-of-Use (“ROU”) assets and lease liabilities are initially recognized at the commencement date based on the present value of remaining lease payments over the lease term calculated using our incremental borrowing rate, unless the implicit rate is readily determinable. ROU assets represent the right to use an underlying asset for the lease term, including any upfront lease payments made and excluding lease incentives. Lease liabilities represent the obligation to make future lease payments throughout the lease term. As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of remaining lease payments. Our incremental borrowing rate is determined based on information available at the commencement date of the lease. The lease term includes renewal periods when we are reasonably certain to exercise the option to renew. The ROU asset is amortized over the expected lease term. Lease and non-lease components, when present on our leases, are accounted for separately. Leases with an initial term of 12 months or less are excluded from recognition in the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. We have certain lease contracts with terms and conditions that provide for variability in the payment amount based on changes in facts or circumstances occurring after the commencement date. These variable lease payments are recognized in our consolidated income statements as the obligation is incurred. |
Derivative Instruments and Hedge Accounting | Derivative Instruments and Hedge Accounting – We do not use derivative instruments for trading or speculative purposes. We enter into interest rate swap agreements for the purpose of hedging our cash flow exposure to floating interest rates on certain portions of our debt. All derivative instruments are recognized on the balance sheet at their fair values. Changes in the fair value of a designated interest rate swap are recorded in other comprehensive loss until earnings are affected by the underlying hedged item. Any ineffective portion of the gain or loss is immediately recognized in earnings. Upon settlement, realized gains and losses are recognized in interest expense in the consolidated statements of operations. We discontinue hedge accounting when (1) we deem the hedge to be ineffective and determine that the designation of the derivative as a hedging instrument is no longer appropriate; (2) the derivative matures, terminates or is sold; or (3) occurrence of the contracted or committed transaction is no longer probable or will not occur in the originally expected period. When hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its estimated fair value on the balance sheet, recognizing changes in the fair value in current period earnings. If a cash flow hedge becomes ineffective, any deferred gains or losses remain in accumulated other comprehensive loss until the underlying hedged item is recognized. If it becomes probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are recognized in earnings immediately. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange contracts and interest rate swap agreements and expect all counterparties to meet their obligations. If necessary, we adjust the values of our derivative contracts for our or our counterparties’ credit risk. |
Pension Obligations | Pension Obligations – Determination of pension benefit obligations is based on estimates made by management in consultation with independent actuaries. Inherent in these valuations are assumptions including discount rates, expected rates of return on plan assets, retirement rates, mortality rates and rates of compensation increase and other factors, all of which are reviewed annually and updated if necessary. Current market conditions, including changes in rates of return, interest rates and medical inflation rates, are considered in selecting these assumptions. Actuarial gains and losses and prior service costs are recognized in accumulated other comprehensive loss as they arise, and we amortize these costs into net pension expense over the remaining expected service period. We used a measurement date of March 31 for all periods presented. |
Redeemable Noncontrolling Interests | 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 quarter of fiscal 2022. |
Revenue Recognition | Revenue Recognition – We recognize revenues to depict the transfer of control of promised goods or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Refer to Note 20 for further discussion. We recognize revenue when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied, which are more fully described below. (i) We identify a contract with a customer when a sales agreement indicates approval and commitment of the parties; identifies the rights of the parties; identifies the payment terms; has commercial substance; and it is probable that we will collect the consideration to which we will be entitled in exchange for the goods or services that will be transferred to the customer. In most instances, our contract with a customer is the customer's purchase order. For certain customers, we may also enter into a sales agreement that outlines a framework of terms and conditions that apply to all future purchase orders for that customer. In these situations, our contract with the customer is both the sales agreement and the specific customer purchase order. Because our contract with a customer is typically for a single transaction or customer purchase order, the duration of the contract is one year or less. As a result, we have elected to apply certain practical expedients and, as permitted by the Financial Accounting Standards Board ("FASB"), omit certain disclosures of remaining performance obligations for contracts that have an initial term of one year or less. (ii) We identify performance obligations in a contract for each promised good or service that is separately identifiable from other promises in the contract and for which the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer. Goods and services provided to our customers that are deemed immaterial are included with other performance obligations. (iii) We determine the transaction price as the amount of consideration we expect to be entitled to in exchange for fulfilling the performance obligations, including the effects of any variable consideration. (iv) For any contracts that have more than one performance obligation, we allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which we expect to be entitled in exchange for satisfying each performance obligation. We have excluded disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less as the majority of our contracts are short-term in nature with a term of one year or less. (v) We recognize revenue when, or as, we satisfy the performance obligation in a contract by transferring control of a promised good or service to the customer. |
Research and Development ("R&D") | Research and Development ("R&D") – R&D costs are expensed as incurred. Costs incurred for R&D primarily include salaries and benefits and consumable supplies, as well as rent, professional fees, utilities and the depreciation of property and equipment used in R&D activities. |
Share-based Compensation | Share-based Compensation – Share-based compensation is measured at the grant-date fair value. The exercise price of stock option awards and the fair value of restricted share awards are set at the closing price of our common stock on the Nasdaq Global Select Market on the date of grant, which is the date such grants are authorized by our Board of Directors. The fair value of performance-based restricted share awards is determined using a Monte Carlo simulation model incorporating all possible outcomes against the Russell 2000 Index. The fair value of share-based payment arrangements is amortized on a straight-line basis to compensation expense over the period in which the restrictions lapse based on the expected number of shares that will vest. To cover the exercise of options and vesting of restricted shares, we generally issue new shares from our authorized but unissued share pool, although we may instead issue treasury shares in certain circumstances. |
Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves | Income Taxes, Deferred Taxes, Tax Valuation Allowances and Tax Reserves – We apply the liability method in accounting and reporting for income taxes. Under the liability approach, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax rates expected to be in effect when these differences are expected to reverse. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized in the period that includes the enactment date. The deferred income tax assets are adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, that it is more likely than not to be realized. This analysis is performed on a jurisdictional basis and reflects our ability to utilize these deferred tax assets through a review of past, current and estimated future taxable income in addition to the establishment of viable tax strategies that will result in the utilization of the deferred assets. We recognize income tax related interest and penalties, if any, as a component of income tax expense. |
Unremitted Earnings | Unremitted Earnings – During the fiscal quarter ended March 31, 2019, we lifted our assertion that the earnings of our United Kingdom ("U.K.") and Australian subsidiaries were indefinitely invested outside of the U.S. During the fiscal quarter ended September 30, 2020, we lifted our assertion that the earnings of our Jet Lube Canada subsidiary were indefinitely invested outside of the U.S. We assert that the foreign earnings of the U.K., Australian, Vietnam, RectorSeal Canada and Jet Lube Canada subsidiaries will be remitted to the U.S. through distributions. A provision was made for taxes that may become payable upon distribution of earnings from our U.K., Australian, Vietnam and Jet Lube Canada subsidiaries. We still consider the earnings of our other Canadian subsidiaries indefinitely invested outside the U.S. as we have needs for working capital in our other Canadian entities. |
Uncertain Tax Positions | Uncertain Tax Positions – We establish income tax liabilities to remove some or all of the income tax benefit of any of our income tax positions based upon one of the following: (1) the tax position is not “more likely than not” to be sustained, (2) the tax position is “more likely than not” to be sustained, but for a lesser amount or (3) the tax position is “more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken. The amount of income taxes we pay is subject to ongoing audits by federal, state, and foreign taxing authorities, which often result in proposed assessments. We establish reserves for open tax years for uncertain tax positions that may be subject to challenge by various taxing authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. |
Earnings Per Share | Earnings Per Share – We use the two-class method of calculating earnings per share, which determines earnings per share for each class of common stock and participating security as if all earnings of the period had been distributed. If the holders of restricted stock awards are entitled to vote and receive dividends during the restriction period, unvested shares of restricted stock qualify as participating securities and, accordingly, are included in the basic computation of earnings per share. Our unvested restricted shares participate on an equal basis with common shares; therefore, there is no difference in undistributed earnings allocated to each participating security. Accordingly, the presentation in Note 12 is prepared on a combined basis and is presented as earnings per common share. Diluted earnings per share is based on the weighted average number of shares as determined for basic earnings per share plus shares potentially issuable in connection with stock options and restricted stock awards not entitled to vote and receive dividends during the restriction period. |
Foreign Currency Translation | Foreign Currency Translation – Assets and liabilities of our foreign subsidiaries are translated to U.S. dollars at exchange rates prevailing at the balance sheet date, while income and expenses are translated at average rates for each month. Translation gains and losses are reported as a component of accumulated other comprehensive loss. Transactional currency gains and losses arising from transactions in currencies other than our sites’ functional currencies are included in our consolidated statements of operations. Transaction and translation gains and losses arising from intercompany balances are reported as a component of accumulated other comprehensive loss when the underlying transaction stems from a long-term equity investment or from debt designated as not due in the foreseeable future. Otherwise, we recognize transaction gains and losses arising from intercompany transactions as a component of income. |
Segments | Segments - 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 efficiency and performance enhancing products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for professional end-use customers. This segment is comprised primarily of our RectorSeal, TRUaire and Shoemaker 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. Intersegment sales and transfers are recorded at cost plus a profit margin, with the revenues and related margin on such sales eliminated in consolidation. We do not allocate share-based compensation expense, interest expense, interest income or other income, net to our segments. Our corporate headquarters does not constitute a separate segment. The Eliminations and |
Discontinued Operations | Discontinued Operations – During the third quarter of the fiscal year ended March 31, 2018, we committed to a plan to divest our Strathmore Products business (the "Coatings business"). As a result, we reclassified the assets comprising that business to assets held-for-sale, and made a corresponding adjustment to our consolidated statements of operations to reflect discontinued operations for all periods presented. |
Accounting Developments | Accounting Developments Pronouncements Implemented In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes: Simplifying the Accounting for Income Taxes." This update simplifies 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 October 2021, the FASB issued ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This update improves comparability for both the recognition and measurement of acquired customer revenue contracts at the date of and after a business combination. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption is not expected to have a significant impact on our consolidated financial condition and results of operations. 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 temporary optional expedients and exceptions to existing guidance on applying contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Interbank Offered Rate ("LIBOR"), which is scheduled to be phased out in June 2023, to alternate rates such as the Secured Overnight Financing Rate ("SOFR"). This ASU was effective upon issuance and can be applied prospectively through December 31, 2022. The adoption is not expected to have a significant impact on our consolidated financial condition and results of operations. |
Organization and Operations a_3
Organization and Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Generally, the estimated useful lives of assets are: Land improvements 5 to 40 years Buildings and improvements 7 to 40 years Plant, office and lab equipment 5 to 10 years Property, plant and equipment, net , consist of the following (in thousands): March 31, 2022 2021 Land and improvements $ 3,226 $ 3,168 Buildings and improvements 53,346 53,020 Plant, office and laboratory equipment 99,770 95,848 Construction in progress 11,083 3,462 167,425 155,498 Less: Accumulated depreciation (80,393) (72,944) Property, plant and equipment, net $ 87,032 $ 82,554 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | Acquisition Consideration (Amounts in thousands, except for shares) Cash (a) $ 287,986 Common stock (849,852 shares) 97,656 Total consideration transferred $ 385,642 (a) Amount includes working capital and closing cash adjustments, and includes a $1.0 million to be paid to the sellers as a result of an expected tax refund 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 $ — $ 1,471 Accounts Receivable, net 13,467 (17) 13,450 Inventory 46,313 (1,300) 45,013 Short-Term Tax Indemnity Assets 5,000 — 5,000 Other Current Assets 1,285 2,103 3,388 Property, Plant and Equipment 28,832 (4,201) 24,631 Trade Name (indefinite life) 43,500 — 43,500 Customer Lists (useful life of 15 years) 194,000 8,500 202,500 Right-Of-Use Assets 49,040 — 49,040 Long-Term Tax Indemnity Assets 7,500 — 7,500 Other Long-term Assets 2,850 (698) 2,152 Accounts Payable (4,074) — (4,074) Accrued and Other Current Liabilities (3,678) (172) (3,850) Lease Liabilities - Short-Term (4,811) — (4,811) Deferred Tax Liabilities (a) (56,249) (3,784) (60,033) Tax Contingency Reserve (22,511) 5,190 (17,321) Lease Liabilities - Long-Term (45,369) — (45,369) Estimated fair value of net assets acquired 256,566 5,621 262,187 Goodwill (a) 129,169 (5,714) 123,455 Total Purchase Price $ 385,735 $ (93) $ 385,642 (a) Reflects an immaterial adjustment of $1.8 million to both goodwill and deferred tax liabilities associated with the opening balance sheets inventory. |
Schedule of Unaudited Proforma Financial Information | Pursuant to Topic 805, unaudited supplemental proforma results of operations for the year ended March 31, 2021 and 2020, as if the acquisition of TRUaire had occurred on April 1, 2019 are presented below (in thousands, except per share amounts): Year Ended March 31, 2021 2020 Revenue, net $ 495,788 $ 480,285 Net income 47,648 28,492 Net earnings per common share: Diluted $ 3.03 $ 1.77 Basic 3.05 1.79 |
Consolidation of Variable Int_2
Consolidation of Variable Interest Entity and Redeemable Noncontrolling Interest (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Whitmore JV's total net assets are presented below (in thousands): March 31, 2022 Cash $ 5,505 Accounts receivable, net 7,653 Inventories, net 1,663 Prepaid expenses and other current assets 6 Property, plant and equipment, net 7,014 Intangible assets, net 7,288 Other assets 121 Total assets $ 29,250 Accounts payable $ 5,401 Accrued and other current liabilities 1,306 Other long-term liabilities 51 Total liabilities $ 6,758 |
Schedule of Redeemable Noncontrolling Interest | Changes in redeemable noncontrolling interest for the year ended March 31, 2022 were as follows (in thousands): Balance at March 31, 2021 $ — Fair value of redeemable noncontrolling interest at formation-date 13,391 Net income attributable to redeemable noncontrolling interest 934 Contributions from noncontrolling interest 1,000 Adjustments to redemption value — Balance at March 31, 2022 $ 15,325 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Summarized selected financial information for the Coatings business for the years ended March 31, 2022, 2021 and 2020, is presented in the following table (in thousands): Year Ended March 31, 2022 2021 2020 Revenues, net $ — $ — $ — Gain from discontinued operations before income taxes — — 1,326 Income tax expense — — (265) Gain from discontinued operations $ — $ — $ 1,061 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended March 31, 2022 and 2021 were as follows (in thousands): Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Balance at April 1, 2020 $ 43,610 $ 21,237 $ 26,840 $ 91,687 TRUaire acquisition 125,554 — — 125,554 Currency translation 181 1,001 372 1,554 Balance at March 31, 2021 $ 169,345 $ 22,238 $ 27,212 $ 218,795 Goodwill re-allocation 14,813 2,727 (17,540) — TRUaire acquisition (2,099) — — (2,099) Shoemaker acquisition 8,115 — — 8,115 Currency translation (22) 42 (173) (153) Balance at March 31, 2022 $ 190,152 $ 25,007 $ 9,499 $ 224,658 |
Schedule of Intangible Assets | The following table provides information about our intangible assets for the years ended March 31, 2022 and 2021 (in thousands, except years): March 31, 2022 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 $ (8,065) $ 9,461 $ (7,540) Customer lists and amortized trademarks 14 297,909 (61,368) 267,096 (42,345) Non-compete agreements 5 939 (258) 982 (790) Other 8 5,123 (3,957) 4,743 (3,141) $ 313,388 $ (73,648) $ 282,282 $ (53,816) Trade names and trademarks not being amortized: $ 61,097 $ — $ 54,594 $ — |
Schedule of Estimated Future Amortization For Intangible Assets | The following table presents the estimated future amortization of finite-lived intangible assets for the next five fiscal years ending March 31 (in thousands): 2023 $ 18,877 2024 18,403 2025 17,668 2026 17,062 2027 16,294 Thereafter 151,436 Total $ 239,740 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | We recorded share-based compensation expense for restricted stock as follows for the years ended March 31, 2022, 2021 and 2020 (in thousands): Year Ended March 31, 2022 2021 2020 Share-based compensation expense $ 8,450 $ 5,085 $ 5,074 Related income tax benefit (2,197) (1,220) (1,218) Net share-based compensation expense $ 6,253 $ 3,865 $ 3,856 |
Schedule of Stock Options Activity | Stock option activity, which represents outstanding CSWI awards resulting from the conversion of Capital Southwest stock options held by former Capital Southwest employees, was as follows: Year Ended March 31, 2022 Number of Shares Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2021 63,413 $ 25.23 Exercised (52,613) 25.23 Outstanding at March 31, 2022 (a) 10,800 $ 25.23 2.4 $ 1.0 Exercisable at March 31, 2022 (a) 10,800 $ 25.23 2.4 $ 1.0 (a) All remaining awards outstanding and exercisable at March 31, 2022 are held by employees of CSWI. Year Ended March 31, 2021 Number of Shares Weighted Average Exercise Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2020 115,858 $ 25.30 Exercised (52,445) 25.40 Outstanding at March 31, 2021 63,413 $ 25.23 3.4 $ 7.0 Exercisable at March 31, 2021 63,413 $ 25.23 3.4 $ 7.0 |
Schedule of Restricted Stock Activity | Restricted stock activity was as follows: Year Ended March 31, 2022 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2021 172,916 $ 70.50 Granted 164,864 161.00 Vested (106,929) 63.44 Canceled (2,520) 90.60 Outstanding at March 31, 2022 228,331 $ 126.02 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | The Inventories, net caption in the Consolidated Balance Sheet is comprised of the following components: March 31, 2022 2021* Raw materials and supplies $ 46,136 $ 27,416 Work in process 7,471 6,365 Finished goods 100,792 72,452 Total inventories 154,399 106,233 Less: Obsolescence reserve (4,285) (3,582) Inventories, net $ 150,114 $ 102,651 *Year ended March 31, 2021 amounts have been revised to reflect the change in inventory accounting method, as described above and in Note 1 to the consolidated financial statements. |
Schedule of Financial Statement Line Items Within The Accompanying Financial Statements | As a result of the retrospective application of this change in accounting method, the following financial statement line items within the accompanying financial statements were adjusted, as follows: Fiscal Year Ended March 31, 2022 (in thousands, except for per share amounts) As Computed Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 373,194 $ 370,473 $ (2,721) Income before income taxes 88,744 91,465 2,721 Income tax expense 23,426 24,146 720 Net income 65,318 67,319 2,001 Income attributable to redeemable noncontrolling interest (1,073) (934) 139 Net income attributable to CSW Industrials, Inc. 64,245 66,385 2,140 Earnings per share attributable to CSW Industrials, Inc. Basic $ 4.08 $ 4.21 $ 0.13 Diluted 4.06 4.20 0.14 Consolidated Statements of Comprehensive Income Net income $ 65,318 $ 67,319 $ 2,001 Comprehensive income attributable to redeemable noncontrolling interest (1,073) (934) 139 Total comprehensive income attributable to CSW Industrials, Inc. 65,167 67,307 2,140 Fiscal Year Ended March 31, 2021 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 234,405 $ 234,655 $ 250 Income before income taxes 51,118 50,868 (250) Income tax expense 10,830 10,769 (61) Net income 40,287 40,099 (188) Net income attributable to CSW Industrials, Inc. 40,287 40,099 (188) Earnings per share attributable to CSW Industrials, Inc. Basic $ 2.68 $ 2.67 $ (0.01) Diluted 2.66 2.65 (0.01) Consolidated Statements of Comprehensive Income Net income $ 40,287 $ 40,099 $ (188) Total comprehensive income attributable to CSW Industrials, Inc. 45,738 45,549 (189) Fiscal Year Ended March 31, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 208,821 $ 209,034 $ 213 Income before income taxes 57,601 57,388 (213) Income tax expense 12,784 12,732 (52) Net income 45,877 45,717 (160) Net income attributable to CSW Industrials, Inc. 45,877 45,717 (160) Earnings per share attributable to CSW Industrials, Inc. Basic $ 3.05 $ 3.04 $ (0.01) Diluted 3.02 3.01 (0.01) Consolidated Statements of Comprehensive Income Net income $ 45,877 $ 45,717 $ (160) Total comprehensive income attributable to CSW Industrials, Inc. 45,160 45,000 (160) Fiscal Year Ended March 31, 2022 (in thousands, except for per share amounts) As Computed Under LIFO As Reported Under FIFO Effect of Change Consolidated Balance Sheets Inventories, net $ 142,828 $ 150,114 $ 7,286 Deferred tax liabilities 60,962 62,810 1,848 Redeemable noncontrolling interest 15,464 15,325 (139) Retained earnings 401,945 407,522 5,577 Consolidated Statement of Cash Flows Net income $ 65,318 $ 67,319 $ 2,001 Deferred income taxes (3,981) (3,261) 720 Provision for inventory reserves 4,274 1,553 (2,721) Fiscal Year Ended March 31, 2021 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Balance Sheets Inventories, net $ 98,086 $ 102,651 $ 4,565 Deferred tax liabilities 66,052 67,180 1,128 Retained earnings 347,234 350,670 3,436 Consolidated Statement of Cash Flows Net income $ 40,287 $ 40,099 $ (188) Deferred income taxes (1,737) (1,798) (61) Provision for inventory reserves 1,308 1,558 250 Fiscal Year Ended March 31, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Balance Sheets Inventories, net $ 53,753 $ 58,567 $ 4,814 Deferred tax liabilities 3,848 5,037 1,189 Retained earnings 315,078 318,703 3,625 Consolidated Statement of Cash Flows Net income $ 45,877 $ 45,717 $ (160) Deferred income taxes 537 486 (51) Provision for inventory reserves (28) 184 212 As a result of the retrospective application of this change in accounting principle, the following financial statement line items within the unaudited quarterly condensed consolidated financial statements for fiscal 2022 and 2021 were adjusted, as follows: Three Months Ended June 30, 2021 June 30, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 92,668 $ 92,240 $ (428) $ 48,211 $ 48,355 $ 144 Income before income taxes 26,765 27,193 428 15,628 15,484 (144) Income tax expense 6,401 6,507 106 3,668 3,633 (35) Net income 20,363 20,686 323 11,960 11,852 (108) Income attributable to redeemable noncontrolling interest (315) (224) 91 — — — Net income attributable to CSW Industrials, Inc. 20,048 20,462 414 11,960 11,852 (108) Earnings per share attributable to CSW Industrials, Inc. Basic $ 1.28 $ 1.30 $ 0.02 $ 0.81 $ 0.81 $ — Diluted 1.27 1.30 0.03 0.81 0.80 (0.01) Three Months Ended September 30, 2021 September 30, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Operations Cost of sales $ 92,533 $ 92,333 $ (200) $ 56,204 $ 56,629 $ 425 Income before income taxes 24,329 24,529 200 21,536 21,111 (425) Income tax expense 6,121 6,170 49 5,182 5,078 (104) Net income 18,208 18,359 151 16,353 16,033 (320) Income attributable to redeemable noncontrolling interest (212) (188) 24 — — — Net income attributable to CSW Industrials, Inc. 17,995 18,171 176 16,353 16,033 (320) Earnings per share attributable to CSW Industrials, Inc. Basic $ 1.14 $ 1.15 $ 0.01 $ 1.11 $ 1.09 $ (0.02) Diluted 1.14 1.15 0.01 1.10 1.08 (0.02) Three Months Ended December 31, 2021 December 31, 2020 (in thousands, except for per share amounts) As Previously Reported Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Income Cost of sales $ 86,244 $ 84,943 $ (1,301) $ 50,594 $ 51,240 $ 646 Income before income taxes 10,837 12,139 1,302 3,056 2,410 (646) Income tax expense 2,068 2,389 321 709 550 (159) Net income 8,769 9,750 981 2,346 1,859 (487) Income attributable to redeemable noncontrolling interest (458) (444) 14 — — — Net income attributable to CSW Industrials, Inc. 8,311 9,306 995 2,346 1,859 (487) Earnings per share attributable to CSW Industrials, Inc. Basic $ 0.53 $ 0.59 $ 0.06 $ 0.16 $ 0.12 $ (0.04) Diluted 0.52 0.59 0.07 0.16 0.12 (0.04) Three Months Ended March 31, 2022 March 31, 2021 (in thousands, except for per share amounts) As Computed Under LIFO As Reported Under FIFO Effect of Change As Previously Reported Under LIFO As Reported Under FIFO Effect of Change Consolidated Statement of Income Cost of sales $ 101,749 $ 100,957 $ (792) $ 79,396 $ 78,430 $ (966) Income before income taxes 26,813 27,605 792 10,898 11,864 966 Income tax expense 8,835 9,080 245 1,270 1,507 237 Net income 17,979 18,525 546 9,628 10,356 728 Income attributable to redeemable noncontrolling interest (88) (79) 9 — — — Net income attributable to CSW Industrials, Inc. 17,891 18,446 555 9,628 10,356 728 Earnings per share attributable to CSW Industrials, Inc. Basic $ 1.13 $ 1.17 $ 0.04 $ 0.62 $ 0.66 $ 0.04 Diluted 1.13 1.17 0.04 0.61 0.66 0.05 |
Details of Certain Consolidat_2
Details of Certain Consolidated Balance Sheet Captions (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net consists of the following (in thousands): March 31, 2022 2021 Accounts receivable trade $ 120,603 $ 93,366 Other receivables 3,378 4,244 123,981 97,610 Less: Allowance for doubtful accounts (1,177) (915) Accounts receivable, net $ 122,804 $ 96,695 |
Schedule of Property, Plant and Equipment, Net | Generally, the estimated useful lives of assets are: Land improvements 5 to 40 years Buildings and improvements 7 to 40 years Plant, office and lab equipment 5 to 10 years Property, plant and equipment, net , consist of the following (in thousands): March 31, 2022 2021 Land and improvements $ 3,226 $ 3,168 Buildings and improvements 53,346 53,020 Plant, office and laboratory equipment 99,770 95,848 Construction in progress 11,083 3,462 167,425 155,498 Less: Accumulated depreciation (80,393) (72,944) Property, plant and equipment, net $ 87,032 $ 82,554 |
Schedule of Other Assets | Other assets consist of the following (in thousands): March 31, 2022 2021 Right-of-use lease assets $ 67,076 $ 61,707 Property held for investment (a) 418 967 Deferred income taxes 304 1,462 Long-term tax indemnification assets 7,500 7,500 Other 7,388 4,359 Other assets $ 82,686 $ 75,995 (a) As of March 31, 2021, $0.5 million asset was held for sale in the "Elimination and Other" segment. This asset was reclassified to other current asset during the year ended March 31, 2022. |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): March 31, 2022 2021 Compensation and related benefits $ 21,617 $ 19,120 Rebates and marketing agreements 16,340 9,031 Operating lease liabilities 9,269 8,063 Billings in excess of costs 1,026 1,018 Non-income taxes 1,949 1,593 Income taxes payable 4,266 3,755 Other accrued expenses 14,538 7,163 Accrued and other current liabilities $ 69,005 $ 49,743 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consists of the following (in thousands): March 31, 2022 2021* Operating lease liabilities $ 63,275 $ 56,709 Deferred income taxes 62,810 67,180 Tax Reserve 13,987 13,228 Other 234 736 Other long-term liabilities $ 140,306 $ 137,853 *Years ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Long-Term Debt and Commitments
Long-Term Debt and Commitments (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debt consists of the following (in thousands): March 31, 2022 2021 Revolving Credit Facility, interest rate of 1.95% and 2.11%, respectively $ 243,000 $ 232,000 Whitmore term loan, interest rate of 2.45% and 2.11%, respectively 9,775 10,337 Total debt 252,775 242,337 Less: Current portion (561) (561) Long-term debt $ 252,214 $ 241,776 |
Schedule of Aggregate Maturities of Long-Term Debt | Future minimum debt payments are as follows for years ending March 31 (in thousands): 2023 $ 561 2024 561 2025 561 2026 561 2027 243,561 Thereafter 6,970 Total $ 252,775 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense, Operating Lease Assets and Liabilities, Supplemental Cash Flow, and Other Information | (in thousands) March 31, 2022 March 31, 2021 Components of Operating Lease Expenses Operating lease expense $ 9,893 $ 5,243 Short-term lease expense 326 377 Total operating lease expense (a) $ 10,219 $ 5,620 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) March 31, 2022 March 31, 2021 Operating Lease Assets and Liabilities ROU assets, net (a) $ 67,076 $ 61,707 Short-term lease liabilities $ 9,269 $ 8,063 Long-term lease liabilities 63,275 56,709 Total operating lease liabilities (b) $ 72,544 $ 64,772 (a) Included in other assets (b) Included in accrued and other current liabilities and other long-term liabilities, as applicable (in thousands) March 31, 2022 March 31, 2021 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 9,974 $ 5,578 ROU assets obtained in exchange for new operating lease obligations 8,464 114 (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 (in years) 7.9 8.2 Weighted average discount rate (percent) 2.2 % 2.6 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): (in thousands) 2023 $ 10,723 2024 10,640 2025 10,465 2026 10,142 2027 9,920 Thereafter 27,324 Total lease liabilities $ 79,214 Less: Imputed interest (6,670) Present value of lease liabilities $ 72,544 |
Derivative Instruments and He_2
Derivative Instruments and Hedge Accounting (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Interest Rate Swaps Designated as Hedging Instruments | The fair value of interest rate swaps designated as hedging instruments are summarized below (in thousands): March 31, 2022 2021 Current derivative liabilities $ 109 $ 280 Non-current derivative liabilities 233 736 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
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 years ended March 31, 2022, 2021 and 2020: March 31, (amounts in thousands, except per share data) 2022 2021* 2020* Income from continuing operations $ 67,319 $ 40,099 $ 44,656 Income from discontinued operations, net of tax — — 1,061 Income attributable to redeemable noncontrolling interest (934) — — Net income attributable to CSW Industrials, Inc. $ 66,385 $ 40,099 $ 45,717 Weighted average shares: Common stock 15,646 14,919 14,928 Participating securities 109 96 111 Denominator for basic earnings per common share 15,755 15,015 15,039 Potentially dilutive securities 52 111 167 Denominator for diluted earnings per common share 15,807 15,126 15,206 Basic earnings per common share: Continuing operations $ 4.21 $ 2.67 $ 2.97 Discontinued operations — — 0.07 Net income attributable to CSW Industrials, Inc. $ 4.21 $ 2.67 $ 3.04 Diluted earnings per common share: Continuing operations $ 4.20 $ 2.65 $ 2.94 Discontinued operations — — 0.07 Net income attributable to CSW Industrials, Inc. $ 4.20 $ 2.65 $ 3.01 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Summary of Assumptions Related to Retirement Plan | The following are assumptions related to the Plans: March 31, 2022 2021 2020 Assumptions used to determine benefit obligations: Discount rate 4.0 % 3.3 % 3.6 % Rate of compensation increases (a) — % 3.0 % 3.0 % Assumptions used to determine net pension expense: Discount rate 3.3 % 3.6 % 4.0 % Expected return on plan assets 4.8 % 4.8 % 4.8 % Rate of compensation increases (b) 3.0 % 3.0 % 3.0 % (a) Rate of compensation increase is not relevant to the Restoration Plan and the Canadian Plan due to freezing benefit accruals. (b) Rate of compensation increase is no longer relevant to the Restoration Plan due to freezing benefit accruals. Rate of compensation increase of $3.0% was used to determine the fiscal 2022 expenses for the Canadian Plan. |
Schedule of Pension Plan | Net pension (benefit) expense for the Plans was: Year Ended March 31, (in thousands) 2022 2021 2020 Service cost – benefits earned during the year $ 43 $ 40 $ 71 Interest cost on projected benefit obligation 138 144 1,136 Expected return on assets (120) (96) (1,361) Net amortization and deferral 69 74 56 Pension plan termination (a) — — 6,472 Curtailment impact (30) — — Net pension expense $ 100 $ 162 $ 6,374 (a) Reflects impact of the termination of the Qualified Plan. |
Summary of Changes in Pension Obligations | The following is a summary of the changes in the Plans' pension obligations: March 31, (in thousands) 2022 2021 Benefit obligation at beginning of year $ 4,291 $ 3,880 Service cost 43 40 Interest cost 138 144 Actuarial gain (330) 212 Benefits paid (216) (265) Curtailment impact (342) — Currency translation impact 12 280 Benefit obligation at end of year $ 3,596 $ 4,291 Accumulated benefit obligation $ 3,596 $ 3,990 |
Summary of Reconciliation of Plan's Assets | The following is a reconciliation of the Plans' assets: March 31, (in thousands) 2022 2021 Fair value of plan assets at beginning of year $ 2,492 $ 1,898 Actual return on plan assets (6) 441 Benefits paid (110) (159) Company contributions 79 69 Currency translation impact 11 243 Fair value of plan assets at end of year $ 2,466 $ 2,492 |
Summary of Net Pension Asset for Retirement Plan | The following summarizes the net pension asset for the Plans March 31, (in thousands) 2022 2021 Plan assets at fair value $ 2,466 $ 2,492 Benefit obligation (3,596) (4,291) Unfunded status $ (1,130) $ (1,799) |
Summary of Amounts Recognized in Balance Sheet | The following summarizes amounts recognized in the balance sheets for the Plans: March 31, (in thousands) 2022 2021 Current liabilities $ (103) $ (104) Noncurrent liabilities (1,027) (1,695) Unfunded status $ (1,130) $ (1,799) |
Schedule of Change in Accumulated Other Comprehensive Loss Attributable to Components of Net Cost and Change in Benefit Obligation | The following table presents the change in accumulated other comprehensive loss attributable to the components of the net cost and the change in the benefit obligation: March 31, (in thousands) 2022 2021 Accumulated other comprehensive loss at beginning of year $ (799) $ (871) Amortization of net loss 59 62 Amortization of prior service cost (5) (31) Curtailment impact 311 — Net gain arising during the year 154 96 Currency translation impact (86) (55) Accumulated other comprehensive loss at end of year $ (366) $ (799) Amounts recorded in accumulated other comprehensive loss consist of: March 31, (in thousands) 2022 2021 Net prior service cost $ — $ 27 Net loss (366) (826) Accumulated other comprehensive loss $ (366) $ (799) |
Schedule of Plan Asset Allocations | The actual asset allocations for the Plans were as follows: March 31, Asset category 2022 2021 Fixed income securities 99 % — % Other — % 100 % Cash and cash equivalents 1 % — % Total 100 % 100 % |
Summary of Expected Cash Benefit Payments | The following table summarizes the expected cash benefit payments for the Plans for fiscal years ending March 31 (in millions): 2023 $ 0.2 2024 0.2 2025 0.2 2026 0.2 2027 0.2 Thereafter 1.1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Taxes | Income from continuing operations before income taxes was comprised of the following (in thousands): Year Ended March 31, 2022 2021* 2020* U.S. Federal $ 87,607 $ 48,142 $ 53,733 Foreign 3,858 2,726 3,655 Income before income taxes $ 91,465 $ 50,868 $ 57,388 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Schedule of Income Tax Expense | Income tax expense consists of the following (in thousands): For the year ended: Current Deferred Total March 31, 2022 U.S. Federal $ 20,139 $ (1,578) $ 18,561 State and local 5,271 761 6,032 Foreign 638 (1,085) (447) Provision for income taxes $ 26,048 $ (1,902) $ 24,146 March 31, 2021* U.S. Federal $ 6,773 $ (1,211) $ 5,562 State and local 3,561 (500) 3,061 Foreign 1,641 505 2,146 Provision for income taxes $ 11,975 $ (1,206) $ 10,769 March 31, 2020* U.S. Federal $ 8,466 $ 621 $ 9,087 State and local 1,999 (100) 1,899 Foreign 1,968 (222) 1,746 Provision for income taxes $ 12,433 $ 299 $ 12,732 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Summary of Income Tax Expense Differed from Amounts Computed by Applying U.S. Federal Statutory Income Tax Rate to Income Before Income Taxes | Income tax expense differed from the amounts computed by applying the U.S. federal statutory income tax rate of 21.0% to income from continuing operations before income taxes as a result of the following (in thousands): Year Ended March 31, 2022 2021* 2020* Computed tax expense at statutory rate $ 19,206 $ 10,674 $ 12,044 Increase (reduction) in income taxes resulting from: State and local income taxes, net of federal benefits 4,765 2,419 1,943 Nondeductible executive compensation 992 248 — Vesting of stock-based compensation (1,916) (741) (542) Amended return items (pension and foreign withholding) — — 975 IRS audit adjustments — — 502 Global intangible low-taxed income ("GILTI") inclusion and foreign-derived intangible income ("FDII") deduction (522) 440 124 Foreign rate differential 91 85 84 Uncertain tax positions 759 (4,717) (1,615) Other permanent differences (143) 1,931 (4) Foreign tax credits (450) (554) (479) Valuation allowance 379 — — Repatriation tax, net of tax credit 170 822 — Other, net 815 162 (300) Provision for income taxes continuing operations $ 24,146 $ 10,769 $ 12,732 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Summary of Tax Effects of Temporary Differences That Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2022 and 2021 are presented below (in thousands): March 31, 2022 2021* Deferred tax assets: Operating lease liabilities $ 17,774 $ 14,680 Accrued compensation 4,826 3,878 Impairment 15 386 Pension and other employee benefits 412 313 Inventory reserves 3,720 1,330 Net operating loss carryforwards 145 145 Accrued expenses 1,010 244 Foreign tax credit carry-forward 379 130 State R&D credit carry-forward 75 120 Transaction Costs 714 630 Other, net 1,477 1,455 Deferred tax assets 30,547 23,311 Valuation allowance (524) (145) Deferred tax assets, net of valuation allowance 30,023 23,166 Deferred tax liabilities: Goodwill and intangible assets (64,903) (65,070) Property, plant and equipment (8,242) (7,816) Operating lease - ROU assets (16,364) (13,631) Repatriation reserve (1,034) (942) Other, net (1,986) (1,425) Deferred tax liabilities (92,529) (88,884) Net deferred tax liabilities $ (62,506) $ (65,718) *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Summary of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): March 31, 2022 2021 Balance at beginning of year $ 10,212 $ 498 Increases related to prior year tax positions — 13,895 Decreases related to prior year tax positions (314) (4,215) Increases related to current year tax positions 36 34 Balance at end of year $ 9,934 $ 10,212 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Analysis of Changes in Accumulated Other Comprehensive Income (Loss) | The following table provides an analysis of the changes in accumulated other comprehensive loss (in thousands). March 31, 2022 2021 Currency translation adjustments: Balance at beginning of period $ (4,394) $ (9,185) Foreign currency translation adjustments (44) 4,791 Balance at end of period $ (4,438) $ (4,394) Interest rate swaps: Balance at beginning of period $ (803) $ (1,390) Unrealized gain, net of taxes of $(82) and $(96), respectively (a) 309 362 Reclassification of losses included in interest expense, net of taxes of $(60) and $(60), respectively 224 225 Other comprehensive income 533 587 Balance at end of period $ (270) $ (803) Defined benefit plans: Balance at beginning of period $ (799) $ (871) Amortization of net prior service benefit, net of taxes of $1 and $8, respectively (b) (5) (31) Amortization of net loss, net of taxes of $(16) and $(16), respectively (b) 59 62 Net gain arising during the year, net of taxes of $(41) and $(26), respectively ( b) 154 96 Curtailment impact, net of taxes of $(83) and $0, respectively (b) 311 — Currency translation impact (86) (55) Other comprehensive income 433 72 Balance at end of period $ (366) $ (799) (a) Unrealized gains are reclassified to earnings as underlying cash interest payments are made. We expect to recognize a loss of less than $0.1 million, net of deferred taxes, over the next twelve months related to a designated cash flow hedge based on its fair value as of March 31, 2022. (b) Amortization of prior service costs and actuarial losses out of accumulated other comprehensive loss are included in the computation of net periodic pension expense. See Note 15 for additional information. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Year Ended March 31, 2022 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 88,690 $ — $ 88,690 Book-and-ship 413,207 8,606 115,932 537,745 Net revenues $ 413,207 $ 97,296 $ 115,932 $ 626,435 Year Ended March 31, 2021 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 87,057 $ — $ 87,057 Book-and-ship 245,232 8,615 78,301 332,148 Net revenues $ 245,232 $ 95,672 $ 78,301 $ 419,205 Year Ended March 31, 2020 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 82,357 $ — $ 82,357 Book-and-ship 190,421 8,524 104,569 303,514 Net revenues $ 190,421 $ 90,881 $ 104,569 $ 385,871 |
Schedule of Contract Liabilities | Contract liabilities, which are included in accrued and other current liabilities in our consolidated balance sheets were as follows (in thousands): Balance at April 1, 2021 $ 1,018 Revenue recognized (971) New contracts and revenue added to existing contracts 979 Balance at March 31, 2022 $ 1,026 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Financial Information of Reporting Segments | The following is a summary of the financial information of our reporting segments reconciled to the amounts reported in the consolidated financial statements (in thousands). Year Ended March 31, 2022 (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 413,207 $ 97,296 $ 115,932 $ 626,435 $ — $ 626,435 Intersegment revenue 3,280 — 110 3,390 (3,390) — Operating income 96,115 11,101 9,007 116,223 (18,843) 97,380 Depreciation and amortization 27,879 2,063 6,016 35,958 450 36,408 Year Ended March 31, 2021* (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 245,232 $ 95,672 $ 78,301 $ 419,205 $ — $ 419,205 Intersegment revenue 296 — 64 360 (360) — Operating income 59,007 14,066 581 73,654 (14,434) 59,220 Depreciation and amortization 14,415 2,014 5,744 22,173 545 22,718 Year Ended March 31, 2020* (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 190,421 $ 90,881 $ 104,569 $ 385,871 $ — $ 385,871 Intersegment revenue 275 — 72 347 (347) — Operating income 58,236 14,278 7,690 80,204 (14,350) 65,854 Depreciation and amortization 5,887 2,074 6,181 14,142 494 14,636 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. TOTAL ASSETS (Amounts in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total March 31, 2022 $ 782,267 $ 74,397 $ 126,380 $ 983,044 $ 12,316 $ 995,360 March 31, 2021* 687,508 67,281 111,493 866,282 13,240 879,522 March 31, 2020* 161,508 68,752 118,927 349,187 24,872 374,059 *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Schedule of Revenues and Long-Lived Assets by Geographic Area | Revenues and long-lived assets by geographic area are as follows (in thousands, except percent data): Year Ended March 31, 2022 2021 2020 U.S. $ 559,296 89.3 % $ 367,169 87.6 % $ 323,000 83.7 % Non-U.S. (a) 67,139 10.7 % 52,036 12.4 % 62,871 16.3 % Revenues, net $ 626,435 100.0 % $ 419,205 100.0 % $ 385,871 100.0 % (a) No individual country within this group represents 10% or more of consolidated totals for any period presented. Year Ended March 31, 2022 2021 2020 U.S. $ 651,477 93.7 % $ 617,258 93.5 % $ 196,679 89.7 % Non-U.S. 43,736 6.3 % 43,146 6.5 % 22,521 10.3 % Long-lived assets (a) $ 695,213 100.0 % $ 660,404 100.0 % $ 219,200 100.0 % (a) Long-lived assets consist primarily of property, plant and equipment, intangible assets, goodwill and other assets, net of deferred taxes. |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Quarterly Data | The following presents a summary of the unaudited quarterly data for the years ended March 31, 2022 and 2021 (amounts in millions, except per share data): Year Ended March 31, 2022 Quarter 4th 3rd 2nd 1st Revenues, net $ 173.3 $ 136.3 $ 155.6 $ 161.3 Gross profit 72.3 51.3 63.3 69.0 Income before income taxes 27.6 12.1 24.5 27.2 Net income 18.5 9.7 18.4 20.7 Net income attributable to CSW Industrials, Inc. 18.4 9.3 18.2 20.5 Earnings per share attributable to CSW Industrials, Inc. (a) Basic $ 1.17 $ 0.59 $ 1.15 $ 1.30 Diluted 1.17 0.59 1.15 1.30 Year Ended March 31, 2021* Quarter 4th 3rd 2nd 1st Revenues, net $ 133.4 $ 89.9 $ 104.9 $ 91.0 Gross profit 54.9 38.7 48.3 42.6 Income before income taxes 11.9 2.4 21.1 15.5 Net income 10.4 1.9 16.0 11.9 Net income attributable to CSW Industrials, Inc. 10.4 1.9 16.0 11.9 Earnings per share attributable to CSW Industrials, Inc. (a) Basic $ 0.66 $ 0.12 $ 1.09 $ 0.81 Diluted 0.66 0.12 1.08 0.80 *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. (a) Net earnings per common share is computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in weighted average quarterly shares outstanding. |
Organization and Operations a_4
Organization and Operations and Summary of Significant Accounting Policies - Additional Information (Details) | Apr. 01, 2021 | Mar. 31, 2022USD ($)segmentbrand | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Number of business segments | segment | 3 | |||||
Highly respected industrial brands (more than) | brand | 100 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Allowance for expected credit losses for short-term receivables | $ 1,177,000 | $ 915,000 | $ 900,000 | |||
Goodwill impairment loss | 0 | 0 | 0 | |||
Impairment of intangible assets | $ 0 | 0 | [1] | 951,000 | [1] | |
Number of business segments | segment | 3 | |||||
Variable Interest Entity, Primary Beneficiary | Shell | Affiliated Entity | Whitmore Manufacturing, LLC | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Interest sold (in percent) | 50.00% | |||||
Selling, General and Administrative Expense | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Research and development costs | $ 4,800,000 | 4,500,000 | $ 4,300,000 | |||
Domestic | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deposits in banks | 11,300,000 | 6,100,000 | ||||
Foreign | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Deposits in banks | $ 5,300,000 | $ 4,000,000 | ||||
Foreign | Geographic Concentration Risk | Inventory | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 12.00% | ||||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Organization and Operations a_5
Organization and Operations and Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Minimum | Land improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 5 years |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 7 years |
Minimum | Plant, office and lab equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 5 years |
Maximum | Land improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 40 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 40 years |
Maximum | Plant, office and lab equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 10 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 15, 2021 | Dec. 15, 2020 | Apr. 02, 2019 | Jul. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Business Acquisition [Line Items] | ||||||||||||||||||
Cash consideration / amount paid at closing and funded through revolving credit facility | $ 35,942 | $ 287,238 | [1] | $ 11,837 | [1] | |||||||||||||
Goodwill | $ 224,658 | $ 218,795 | [2] | 224,658 | 218,795 | [2] | 91,687 | |||||||||||
Indemnification expense | 5,000 | |||||||||||||||||
Additional depreciation expense | 11,572 | 9,194 | [1] | 7,918 | [1] | |||||||||||||
Income tax expense | 9,080 | $ 2,389 | $ 6,170 | $ 6,507 | 1,507 | $ 550 | $ 5,078 | $ 3,633 | 24,146 | 10,769 | [3] | 12,732 | [3] | |||||
Shoemaker Manufacturing | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Percent of outstanding equity acquired | 100.00% | |||||||||||||||||
Purchase price, amount transferred | $ 43,500 | |||||||||||||||||
Cash consideration / amount paid at closing and funded through revolving credit facility | 38,500 | |||||||||||||||||
Cash acquired | $ 1,200 | |||||||||||||||||
Stock consideration (in shares) | 25,483 | |||||||||||||||||
Stock consideration, value of common stock | $ 3,000 | |||||||||||||||||
Contingent consideration | 2,000 | |||||||||||||||||
Transaction expenses incurred | 700 | |||||||||||||||||
Goodwill | 8,100 | |||||||||||||||||
Fair value of inventory acquired | 3,600 | |||||||||||||||||
Fair value of accounts receivable acquired | 1,700 | |||||||||||||||||
Cash | 1,200 | |||||||||||||||||
Fair value of equipment acquired | 1,400 | |||||||||||||||||
Fair value of prepaid expense and other assets | 200 | |||||||||||||||||
Fair value of current liabilities assumed | 3,200 | |||||||||||||||||
Shoemaker Manufacturing | Trademarks | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of the assets acquired, indefinite-lived | 6,500 | |||||||||||||||||
Shoemaker Manufacturing | Customer Lists | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of the assets acquired, finite-lived | $ 23,000 | |||||||||||||||||
Assets acquired, amortization period | 15 years | |||||||||||||||||
Shoemaker Manufacturing | Non-compete agreements | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of the assets acquired, finite-lived | $ 700 | |||||||||||||||||
Assets acquired, amortization period | 5 years | |||||||||||||||||
Shoemaker Manufacturing | Backlog | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of the assets acquired, finite-lived | $ 300 | |||||||||||||||||
Assets acquired, amortization period | 1 month | |||||||||||||||||
TRUaire acquisition | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Percent of outstanding equity acquired | 100.00% | |||||||||||||||||
Purchase price, amount transferred | $ 385,642 | |||||||||||||||||
Cash consideration / amount paid at closing and funded through revolving credit facility | $ 287,986 | |||||||||||||||||
Stock consideration (in shares) | 849,852 | |||||||||||||||||
Stock consideration, value of common stock | $ 97,656 | |||||||||||||||||
Transaction expenses incurred | 800 | 0 | 7,800 | |||||||||||||||
Goodwill | 129,169 | 123,455 | 123,455 | |||||||||||||||
Fair value of inventory acquired | 46,313 | 45,013 | 45,013 | |||||||||||||||
Fair value of accounts receivable acquired | 13,467 | 13,450 | 13,450 | |||||||||||||||
Cash | 1,471 | 1,471 | 1,471 | |||||||||||||||
Fair value of equipment acquired | $ 28,832 | 24,631 | 24,631 | |||||||||||||||
Assets acquired, amortization period | 15 years | |||||||||||||||||
Amount related to uncertain tax positions taken in prior years that the seller has provided contractual indemnification to the Company for | $ 12,500 | $ 7,500 | $ 7,500 | |||||||||||||||
Tax indemnification asset released in accordance with purchase agreement | 5,000 | |||||||||||||||||
Relevant uncertain tax position accrual released and recorded as income tax benefit | 5,300 | |||||||||||||||||
Indemnification expense | $ 5,000 | |||||||||||||||||
Additional depreciation expense | 400 | 500 | ||||||||||||||||
Additional interest expense as a result of incurring additional borrowing | $ 3,300 | $ 4,600 | ||||||||||||||||
Blended statutory income tax rate | 24.50% | 24.50% | ||||||||||||||||
Income tax expense | $ (3,200) | $ (8,400) | ||||||||||||||||
Working capital and closing cash adjustments | $ 1,000 | |||||||||||||||||
TRUaire acquisition | Fair Value Step-Up of Inventory | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Additional amortization expense | 0 | 7,900 | ||||||||||||||||
TRUaire acquisition | Customer Lists | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Additional amortization expense | $ 9,600 | $ 13,500 | ||||||||||||||||
Petersen Metals | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Purchase price, amount transferred | $ 11,800 | |||||||||||||||||
Cash consideration / amount paid at closing and funded through revolving credit facility | 11,500 | |||||||||||||||||
Goodwill | 6,100 | |||||||||||||||||
Fair value of inventory acquired | 800 | |||||||||||||||||
Fair value of accounts receivable acquired | 2,200 | |||||||||||||||||
Fair value of equipment acquired | 700 | |||||||||||||||||
Fair value of current liabilities assumed | 1,500 | |||||||||||||||||
Working capital and closing cash adjustments | $ 300 | |||||||||||||||||
Petersen Metals | Customer Lists | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of the assets acquired, finite-lived | $ 3,200 | |||||||||||||||||
Assets acquired, amortization period | 15 years | |||||||||||||||||
Petersen Metals | Backlog | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Fair value of the assets acquired, finite-lived | $ 400 | |||||||||||||||||
Assets acquired, amortization period | 1 year 6 months | |||||||||||||||||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||||||||||||||
[2] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | |||||||||||||||||
[3] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred (Details) - USD ($) $ in Thousands | Dec. 15, 2021 | Dec. 15, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | [1] | Mar. 31, 2020 | [1] |
Business Acquisition [Line Items] | |||||||
Cash | $ 35,942 | $ 287,238 | $ 11,837 | ||||
TRUaire acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 287,986 | ||||||
Common stock (849,852 shares) | $ 97,656 | ||||||
Stock consideration (in shares) | 849,852 | ||||||
Purchase price, amount transferred | $ 385,642 | ||||||
Working capital and closing cash adjustments | $ 1,000 | ||||||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Acquisitions - Aggregate Fair V
Acquisitions - Aggregate Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 15, 2020 | Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Tax Contingency Reserve | $ (200) | |||||
Goodwill | $ 224,658 | $ 224,658 | 218,795 | [1] | $ 91,687 | |
Goodwill re-allocation | 0 | |||||
TRUaire acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 1,471 | 1,471 | 1,471 | |||
Accounts Receivable, net | 13,467 | 13,450 | 13,450 | |||
Measurement period adjustments, accounts receivable, net | (17) | |||||
Inventory | 46,313 | 45,013 | 45,013 | |||
Measurement period adjustments, inventory | (1,300) | |||||
Short-Term Tax Indemnity Assets | 5,000 | 5,000 | 5,000 | |||
Other Current Assets | 1,285 | 3,388 | 3,388 | |||
Measurement period adjustments, other current assets | 2,103 | |||||
Property, Plant and Equipment | 28,832 | 24,631 | 24,631 | |||
Measurement period adjustments, property, plant and equipment | (4,201) | |||||
Trade Name (indefinite life) | 43,500 | 43,500 | 43,500 | |||
Customer Lists (useful life of 15 years) | $ 194,000 | 202,500 | 202,500 | |||
Measurement period adjustments, customer lists (useful life of 15 years) | 8,500 | |||||
Assets acquired, amortization period | 15 years | |||||
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 | 2,850 | 2,152 | 2,152 | |||
Measurement period adjustments, other long-term assets | (698) | |||||
Accounts Payable | (4,074) | (4,074) | (4,074) | |||
Accrued and Other Current Liabilities | (3,678) | (3,850) | (3,850) | |||
Measurement period adjustments, accrued and other current liabilities | (172) | |||||
Lease Liabilities - Short-Term | (4,811) | (4,811) | (4,811) | |||
Deferred tax liabilities | (56,249) | (60,033) | (60,033) | |||
Measurement period adjustments, deferred tax liabilities | (3,784) | |||||
Tax Contingency Reserve | (22,511) | (17,321) | (17,321) | $ (17,300) | ||
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 | 256,566 | 262,187 | 262,187 | |||
Measurement period adjustments, estimated fair value of net assets acquired | 5,621 | |||||
Goodwill | 129,169 | 123,455 | 123,455 | |||
Goodwill re-allocation | (2,099) | (5,714) | ||||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | $ 385,735 | $ 385,642 | 385,642 | |||
Measurement period adjustments, total purchase price | (93) | |||||
TRUaire acquisition | Fair Value Step-Up of Inventory | ||||||
Business Acquisition [Line Items] | ||||||
Measurement period adjustments, deferred tax liabilities | 1,800 | |||||
Goodwill re-allocation | $ 1,800 | |||||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Acquisitions - Unaudited Profor
Acquisitions - Unaudited Proforma Financial Information (Details) - TRUaire acquisition - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue, net | $ 495,788 | $ 480,285 |
Net income | $ 47,648 | $ 28,492 |
Earnings per share attributable to CSW Industrials, Inc. | ||
Diluted (in dollars per share) | $ 3.03 | $ 1.77 |
Basic (in dollars per share) | $ 3.05 | $ 1.79 |
Consolidation of Variable Int_3
Consolidation of Variable Interest Entity and Redeemable Noncontrolling Interest - Narrative (Details) - USD ($) $ in Thousands | Apr. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | [1] | Mar. 31, 2020 | [1] |
Variable Interest Entity [Line Items] | ||||||||||||||
Net income | $ 18,446 | $ 9,306 | $ 18,171 | $ 20,462 | $ 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | $ 66,385 | $ 40,099 | $ 45,717 | |||
Variable Interest Entity, Primary Beneficiary | Affiliated Entity | Whitmore JV | ||||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||||
Interest sold (in percent) | 50.00% | |||||||||||||
Net income | $ 1,900 | |||||||||||||
Initiating member's equity interest | 90.00% | |||||||||||||
Period of written notice | 3 years | |||||||||||||
Variable Interest Entity, Primary Beneficiary | Shell | Affiliated Entity | Whitmore Manufacturing, LLC | ||||||||||||||
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 | |||||||||||||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Consolidation of Variable Int_4
Consolidation of Variable Interest Entity and Redeemable Noncontrolling Interest - Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | [1] | Mar. 31, 2020 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 16,619 | $ 10,088 | ||
Inventories, net | 150,114 | 102,651 | $ 58,567 | |
Prepaid expenses and other current assets | 10,610 | 9,684 | ||
Property, plant and equipment, net | 87,032 | 82,554 | ||
Intangible assets, net | 300,837 | 283,060 | ||
Total assets | 995,360 | 879,522 | $ 374,059 | |
Other long-term liabilities | 140,306 | 137,853 | ||
Total liabilities | 510,949 | $ 464,072 | ||
Variable Interest Entity, Primary Beneficiary | Whitmore JV | Affiliated Entity | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | 5,505 | |||
Accounts receivable, net | 7,653 | |||
Inventories, net | 1,663 | |||
Prepaid expenses and other current assets | 6 | |||
Property, plant and equipment, net | 7,014 | |||
Intangible assets, net | 7,288 | |||
Other assets | 121 | |||
Total assets | 29,250 | |||
Accounts payable | 5,401 | |||
Accrued and other current liabilities | 1,306 | |||
Other long-term liabilities | 51 | |||
Total liabilities | $ 6,758 | |||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Consolidation of Variable Int_5
Consolidation of Variable Interest Entity and Redeemable Noncontrolling Interest - Redeemable Noncontrolling Interest- (Details) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022USD ($) | ||
Redeemable Noncontrolling Interest, Equity [Roll Forward] | ||
Beginning balance | $ 0 | [1] |
Ending balance | 15,325 | |
Variable Interest Entity, Primary Beneficiary | ||
Redeemable Noncontrolling Interest, Equity [Roll Forward] | ||
Beginning balance | 0 | |
Fair value of redeemable noncontrolling interest at formation-date | 13,391 | |
Net income attributable to redeemable noncontrolling interest | 934 | |
Contributions from noncontrolling interest | 1,000 | |
Adjustments to redemption value | 0 | |
Ending balance | $ 15,325 | |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of assets | $ 139,000 | $ 30,000 | [1] | $ 1,292,000 | [1] | |
Gain on disposition of intangible assets | $ 6,900,000 | |||||
Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Assets | 0 | 0 | ||||
Liabilities | 0 | $ 0 | ||||
Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale of assets | $ 6,900,000 | |||||
Gains on disposal due to write-downs of long-lived assets in prior periods | $ 1,500,000 | $ 1,500,000 | ||||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Discontinued Operations - Incom
Discontinued Operations - Income Statement (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues, net | $ 0 | $ 0 | $ 0 |
Gain from discontinued operations before income taxes | 0 | 0 | 1,326 |
Income tax expense | 0 | 0 | (265) |
Gain from discontinued operations | $ 0 | $ 0 | $ 1,061 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021segment | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Amortization of intangible assets | $ 24.8 | $ 10.5 | $ 6.7 | |
Amortization of inventory purchase accounting adjustment | $ 3.9 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | 16 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | |||
Goodwill [Roll Forward] | |||||
Beginning balance | $ 218,795 | [1] | $ 91,687 | ||
Goodwill re-allocation | 0 | ||||
Currency translation | (153) | 1,554 | |||
Ending balance | 224,658 | 218,795 | [1] | $ 224,658 | |
TRUaire acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | 125,554 | ||||
Goodwill re-allocation | (2,099) | (5,714) | |||
Ending balance | 123,455 | 123,455 | |||
Shoemaker acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | 8,115 | ||||
Contractor Solutions | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 169,345 | 43,610 | |||
Goodwill re-allocation | 14,813 | ||||
Currency translation | (22) | 181 | |||
Ending balance | 190,152 | 169,345 | 190,152 | ||
Contractor Solutions | TRUaire acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | 125,554 | ||||
Goodwill re-allocation | (2,099) | ||||
Contractor Solutions | Shoemaker acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | 8,115 | ||||
Engineered Building Solutions | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 22,238 | 21,237 | |||
Goodwill re-allocation | 2,727 | ||||
Currency translation | 42 | 1,001 | |||
Ending balance | 25,007 | 22,238 | 25,007 | ||
Engineered Building Solutions | TRUaire acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | 0 | ||||
Goodwill re-allocation | 0 | ||||
Engineered Building Solutions | Shoemaker acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | 0 | ||||
Specialized Reliability Solutions | |||||
Goodwill [Roll Forward] | |||||
Beginning balance | 27,212 | 26,840 | |||
Goodwill re-allocation | (17,540) | ||||
Currency translation | (173) | 372 | |||
Ending balance | 9,499 | 27,212 | $ 9,499 | ||
Specialized Reliability Solutions | TRUaire acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | $ 0 | ||||
Goodwill re-allocation | 0 | ||||
Specialized Reliability Solutions | Shoemaker acquisition | |||||
Goodwill [Roll Forward] | |||||
Goodwill, acquired | $ 0 | ||||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 313,388 | $ 282,282 |
Accumulated Amortization | (73,648) | (53,816) |
Trade names and trademarks not being amortized: | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Ending Gross Amount | $ 61,097 | 54,594 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Wtd Avg Life (Years) | 11 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 9,417 | 9,461 |
Accumulated Amortization | $ (8,065) | (7,540) |
Customer lists and amortized trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Wtd Avg Life (Years) | 14 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 297,909 | 267,096 |
Accumulated Amortization | $ (61,368) | (42,345) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Wtd Avg Life (Years) | 5 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 939 | 982 |
Accumulated Amortization | $ (258) | (790) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Wtd Avg Life (Years) | 8 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 5,123 | 4,743 |
Accumulated Amortization | $ (3,957) | $ (3,141) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization of Finite-lived Intangible Assets (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 18,877 |
2024 | 18,403 |
2025 | 17,668 |
2026 | 17,062 |
2027 | 16,294 |
Thereafter | 151,436 |
Total | $ 239,740 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - Stock Compensation Plan - Equity And Incentive Compensation 2015 Plan - shares | Mar. 31, 2022 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock granted (in shares) | 1,230,000 | |
Shares available for issuance (in shares) | 512,782 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-Based Compensation (Details) - Restricted Stock - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 8,450 | $ 5,085 | $ 5,074 |
Related income tax benefit | (2,197) | (1,220) | (1,218) |
Net share-based compensation expense | $ 6,253 | $ 3,865 | $ 3,856 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) - Share-based Payment Arrangement, Option - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 63,413 | 115,858 |
Exercised (in shares) | (52,613) | (52,445) |
Outstanding at end of period (in shares) | 10,800 | 63,413 |
Exercisable at end of period (in shares) | 10,800 | 63,413 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in USD per share) | $ 25.23 | $ 25.30 |
Exercised (in USD per share) | 25.23 | 25.40 |
Outstanding at end of period (in USD per share) | 25.23 | 25.23 |
Exercisable at end of period (in USD per share) | $ 25.23 | $ 25.23 |
Outstanding, remaining contractual life | 2 years 4 months 24 days | 3 years 4 months 24 days |
Exercisable, remaining contractual life | 2 years 4 months 24 days | 3 years 4 months 24 days |
Outstanding, aggregate intrinsic value | $ 1 | $ 7 |
Exercisable, aggregate intrinsic value | $ 1 | $ 7 |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Activity, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Cash received for options exercised | $ 1,327 | $ 1,330 | [1] | $ 0 | [1] |
Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 0 | 0 | 0 | ||
Vested (in shares) | 0 | 0 | 0 | ||
Exercises in period, intrinsic value | $ 5,800 | $ 2,500 | $ 5,600 | ||
Cash received for options exercised | 1,300 | 1,300 | 2,900 | ||
Tax benefit from options exercised | $ 1,400 | $ 400 | $ 1,200 | ||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 172,916 |
Granted (in shares) | shares | 164,864 |
Vested (in shares) | shares | (106,929) |
Canceled (in shares) | shares | (2,520) |
Outstanding at end of period (in shares) | shares | 228,331 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 70.50 |
Granted (in USD per share) | $ / shares | 161 |
Vested (in USD per share) | $ / shares | 63.44 |
Canceled (in USD per share) | $ / shares | 90.60 |
Outstanding at end of period (in USD per share) | $ / shares | $ 126.02 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Stock Activity, Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock/units granted (in shares) | 164,864 | ||
Unvested restricted shares outstanding (in shares) | 228,331 | 172,916 | |
Unrecognized compensation costs related to unvested restricted shares | $ 20.1 | ||
Weighted average vesting period | 3 years 4 months 24 days | ||
Fair value of restricted shares vested | $ 14.2 | $ 8.5 | |
Restricted Stock | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock/units granted (in shares) | 31,496 | ||
Restricted Stock Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested restricted shares outstanding (in shares) | 102,360 | 82,728 | |
Restricted Stock Performance Shares | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock/units granted (in shares) | 27,559 | ||
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 | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 200.00% | ||
Restricted Stock Performance Shares | Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock/units granted (in shares) | 47,845 | 34,245 | |
Vesting period | 36 months | ||
Restricted Stock Performance Shares | Cliff Vesting | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 0.00% | ||
Restricted Stock Performance Shares | Cliff Vesting | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 200.00% | ||
Restricted Stock Units (RSUs) | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock/units granted (in shares) | 19,685 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | [1] | Mar. 31, 2020 | Mar. 31, 2019 |
Inventory [Line Items] | |||||
Retained earnings | $ 407,522 | $ 350,670 | $ 318,703 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Inventory [Line Items] | |||||
Retained earnings | $ 3,800 | ||||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Inventory -Schedule of Inventor
Inventory -Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | ||||
Raw materials and supplies | $ 46,136 | $ 27,416 | ||
Work in process | 7,471 | 6,365 | ||
Finished goods | 100,792 | 72,452 | ||
Total inventories | 154,399 | 106,233 | ||
Less: Obsolescence reserve | (4,285) | (3,582) | ||
Inventories, net | $ (150,114) | $ (102,651) | [1] | $ (58,567) |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Inventory - Condensed Consolida
Inventory - Condensed Consolidated Financial Statements Adjusted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Change in Accounting Estimate [Line Items] | |||||||||||||
Cost of sales | $ 100,957 | $ 84,943 | $ 92,333 | $ 92,240 | $ 78,430 | $ 51,240 | $ 56,629 | $ 48,355 | $ 370,473 | $ 234,655 | [1] | $ 209,034 | [1] |
Income before income taxes | 27,605 | 12,139 | 24,529 | 27,193 | 11,864 | 2,410 | 21,111 | 15,484 | 91,465 | 50,868 | [1] | 57,388 | [1] |
Income tax expense | 9,080 | 2,389 | 6,170 | 6,507 | 1,507 | 550 | 5,078 | 3,633 | 24,146 | 10,769 | [1] | 12,732 | [1] |
Net income | 18,525 | 9,750 | 18,359 | 20,686 | 10,356 | 1,859 | 16,033 | 11,852 | 67,319 | 40,099 | [1],[2] | 45,717 | [1],[3] |
Less: Comprehensive income attributable to redeemable noncontrolling interest | (934) | 0 | [3] | 0 | [3] | ||||||||
Income attributable to redeemable noncontrolling interest | (79) | (444) | (188) | (224) | 0 | 0 | 0 | 0 | (934) | 0 | [1] | 0 | [1] |
Net income attributable to CSW Industrials, Inc. | $ 18,446 | $ 9,306 | $ 18,171 | $ 20,462 | $ 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | $ 66,385 | $ 40,099 | [1] | $ 45,717 | [1] |
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||
Basic (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.09 | $ 0.81 | $ 4.21 | $ 2.67 | [1] | $ 3.04 | [1] |
Diluted (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.08 | $ 0.80 | $ 4.20 | $ 2.65 | [1] | $ 3.01 | [1] |
Consolidated Statements of Comprehensive Income | |||||||||||||
Net income | $ 18,525 | $ 9,750 | $ 18,359 | $ 20,686 | $ 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | $ 67,319 | $ 40,099 | [1],[2] | $ 45,717 | [1],[3] |
Net income attributable to CSW Industrials, Inc. | 18,446 | 9,306 | 18,171 | 20,462 | 10,356 | 1,859 | 16,033 | 11,852 | 66,385 | 40,099 | [1] | 45,717 | [1] |
Total comprehensive income attributable to CSW Industrials, Inc. | 67,307 | 45,549 | [3] | 45,000 | [3] | ||||||||
As Computed Under LIFO | |||||||||||||
Change in Accounting Estimate [Line Items] | |||||||||||||
Cost of sales | 101,749 | 86,244 | 92,533 | 92,668 | 79,396 | 50,594 | 56,204 | 48,211 | 373,194 | 234,405 | 208,821 | ||
Income before income taxes | 26,813 | 10,837 | 24,329 | 26,765 | 10,898 | 3,056 | 21,536 | 15,628 | 88,744 | 51,118 | 57,601 | ||
Income tax expense | 8,835 | 2,068 | 6,121 | 6,401 | 1,270 | 709 | 5,182 | 3,668 | 23,426 | 10,830 | 12,784 | ||
Net income | 17,979 | 8,769 | 18,208 | 20,363 | 9,628 | 2,346 | 16,353 | 11,960 | 65,318 | 40,287 | 45,877 | ||
Less: Comprehensive income attributable to redeemable noncontrolling interest | (1,073) | ||||||||||||
Income attributable to redeemable noncontrolling interest | (88) | (458) | (212) | (315) | 0 | 0 | 0 | 0 | (1,073) | ||||
Net income attributable to CSW Industrials, Inc. | $ 17,891 | $ 8,311 | $ 17,995 | $ 20,048 | $ 9,628 | $ 2,346 | $ 16,353 | $ 11,960 | $ 64,245 | $ 40,287 | $ 45,877 | ||
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||
Basic (in USD per share) | $ 1.13 | $ 0.53 | $ 1.14 | $ 1.28 | $ 0.62 | $ 0.16 | $ 1.11 | $ 0.81 | $ 4.08 | $ 2.68 | $ 3.05 | ||
Diluted (in USD per share) | $ 1.13 | $ 0.52 | $ 1.14 | $ 1.27 | $ 0.61 | $ 0.16 | $ 1.10 | $ 0.81 | $ 4.06 | $ 2.66 | $ 3.02 | ||
Consolidated Statements of Comprehensive Income | |||||||||||||
Net income | $ 17,979 | $ 8,769 | $ 18,208 | $ 20,363 | $ 9,628 | $ 2,346 | $ 16,353 | $ 11,960 | $ 65,318 | $ 40,287 | $ 45,877 | ||
Net income attributable to CSW Industrials, Inc. | 17,891 | 8,311 | 17,995 | 20,048 | 9,628 | 2,346 | 16,353 | 11,960 | 64,245 | 40,287 | 45,877 | ||
Total comprehensive income attributable to CSW Industrials, Inc. | 65,167 | 45,738 | 45,160 | ||||||||||
Effect of Change | |||||||||||||
Change in Accounting Estimate [Line Items] | |||||||||||||
Cost of sales | (792) | (1,301) | (200) | (428) | (966) | 646 | 425 | 144 | (2,721) | 250 | 213 | ||
Income before income taxes | 792 | 1,302 | 200 | 428 | 966 | (646) | (425) | (144) | 2,721 | (250) | (213) | ||
Income tax expense | 245 | 321 | 49 | 106 | 237 | (159) | (104) | (35) | 720 | (61) | (52) | ||
Net income | 546 | 981 | 151 | 323 | 728 | (487) | (320) | (108) | 2,001 | (188) | (160) | ||
Less: Comprehensive income attributable to redeemable noncontrolling interest | 139 | ||||||||||||
Income attributable to redeemable noncontrolling interest | 9 | 14 | 24 | 91 | 0 | 0 | 0 | 0 | 139 | ||||
Net income attributable to CSW Industrials, Inc. | $ 555 | $ 995 | $ 176 | $ 414 | $ 728 | $ (487) | $ (320) | $ (108) | $ 2,140 | $ (188) | $ (160) | ||
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||
Basic (in USD per share) | $ 0.04 | $ 0.06 | $ 0.01 | $ 0.02 | $ 0.04 | $ (0.04) | $ (0.02) | $ 0 | $ 0.13 | $ (0.01) | $ (0.01) | ||
Diluted (in USD per share) | $ 0.04 | $ 0.07 | $ 0.01 | $ 0.03 | $ 0.05 | $ (0.04) | $ (0.02) | $ (0.01) | $ 0.14 | $ (0.01) | $ (0.01) | ||
Consolidated Statements of Comprehensive Income | |||||||||||||
Net income | $ 546 | $ 981 | $ 151 | $ 323 | $ 728 | $ (487) | $ (320) | $ (108) | $ 2,001 | $ (188) | $ (160) | ||
Net income attributable to CSW Industrials, Inc. | $ 555 | $ 995 | $ 176 | $ 414 | $ 728 | $ (487) | $ (320) | $ (108) | 2,140 | (188) | (160) | ||
Total comprehensive income attributable to CSW Industrials, Inc. | $ 2,140 | $ (189) | $ (160) | ||||||||||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Inventory - Financial Statement
Inventory - Financial Statement Line Items Within The Accompanying Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||||
Consolidated Balance Sheets | |||||||||||||||
Inventories, net | $ 150,114 | $ 102,651 | [1] | $ 150,114 | $ 102,651 | [1] | $ 58,567 | ||||||||
Redeemable noncontrolling interest | 15,325 | 0 | [1] | 15,325 | 0 | [1] | |||||||||
Retained earnings | 407,522 | 350,670 | [1] | 407,522 | 350,670 | [1] | 318,703 | ||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net income | 18,525 | $ 9,750 | $ 18,359 | $ 20,686 | 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | 67,319 | 40,099 | [2],[3] | 45,717 | [2],[4] | ||
Net deferred taxes | (3,261) | (1,798) | [3] | 486 | [3] | ||||||||||
Provision for inventory reserves | (1,553) | (1,558) | [3] | (184) | [3] | ||||||||||
Consolidated Statement of Operations and Income | |||||||||||||||
Cost of sales | 100,957 | 84,943 | 92,333 | 92,240 | 78,430 | 51,240 | 56,629 | 48,355 | 370,473 | 234,655 | [2] | 209,034 | [2] | ||
Income before income taxes | 27,605 | 12,139 | 24,529 | 27,193 | 11,864 | 2,410 | 21,111 | 15,484 | 91,465 | 50,868 | [2] | 57,388 | [2] | ||
Income tax expense | 9,080 | 2,389 | 6,170 | 6,507 | 1,507 | 550 | 5,078 | 3,633 | 24,146 | 10,769 | [2] | 12,732 | [2] | ||
Net income | 18,525 | 9,750 | 18,359 | 20,686 | 10,356 | 1,859 | 16,033 | 11,852 | 67,319 | 40,099 | [2],[3] | 45,717 | [2],[4] | ||
Income attributable to redeemable noncontrolling interest | (79) | (444) | (188) | (224) | 0 | 0 | 0 | 0 | (934) | 0 | [2] | 0 | [2] | ||
Net income attributable to CSW Industrials, Inc. | $ 18,446 | $ 9,306 | $ 18,171 | $ 20,462 | $ 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | $ 66,385 | $ 40,099 | [2] | $ 45,717 | [2] | ||
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||||
Basic (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.09 | $ 0.81 | $ 4.21 | $ 2.67 | [2] | $ 3.04 | [2] | ||
Diluted (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.08 | $ 0.80 | $ 4.20 | $ 2.65 | [2] | $ 3.01 | [2] | ||
Other Noncurrent Liabilities | |||||||||||||||
Consolidated Balance Sheets | |||||||||||||||
Deferred tax liabilities | $ 62,810 | $ 67,180 | $ 62,810 | $ 67,180 | $ 5,037 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||||||
Consolidated Balance Sheets | |||||||||||||||
Retained earnings | $ 3,800 | ||||||||||||||
As Computed Under LIFO | |||||||||||||||
Consolidated Balance Sheets | |||||||||||||||
Inventories, net | 142,828 | 98,086 | 142,828 | 98,086 | 53,753 | ||||||||||
Redeemable noncontrolling interest | 15,464 | 15,464 | |||||||||||||
Retained earnings | 401,945 | 347,234 | 401,945 | 347,234 | 315,078 | ||||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net income | 17,979 | $ 8,769 | $ 18,208 | $ 20,363 | 9,628 | $ 2,346 | $ 16,353 | $ 11,960 | 65,318 | 40,287 | 45,877 | ||||
Net deferred taxes | (3,981) | (1,737) | 537 | ||||||||||||
Provision for inventory reserves | (4,274) | (1,308) | 28 | ||||||||||||
Consolidated Statement of Operations and Income | |||||||||||||||
Cost of sales | 101,749 | 86,244 | 92,533 | 92,668 | 79,396 | 50,594 | 56,204 | 48,211 | 373,194 | 234,405 | 208,821 | ||||
Income before income taxes | 26,813 | 10,837 | 24,329 | 26,765 | 10,898 | 3,056 | 21,536 | 15,628 | 88,744 | 51,118 | 57,601 | ||||
Income tax expense | 8,835 | 2,068 | 6,121 | 6,401 | 1,270 | 709 | 5,182 | 3,668 | 23,426 | 10,830 | 12,784 | ||||
Net income | 17,979 | 8,769 | 18,208 | 20,363 | 9,628 | 2,346 | 16,353 | 11,960 | 65,318 | 40,287 | 45,877 | ||||
Income attributable to redeemable noncontrolling interest | (88) | (458) | (212) | (315) | 0 | 0 | 0 | 0 | (1,073) | ||||||
Net income attributable to CSW Industrials, Inc. | $ 17,891 | $ 8,311 | $ 17,995 | $ 20,048 | $ 9,628 | $ 2,346 | $ 16,353 | $ 11,960 | $ 64,245 | $ 40,287 | $ 45,877 | ||||
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||||
Basic (in USD per share) | $ 1.13 | $ 0.53 | $ 1.14 | $ 1.28 | $ 0.62 | $ 0.16 | $ 1.11 | $ 0.81 | $ 4.08 | $ 2.68 | $ 3.05 | ||||
Diluted (in USD per share) | $ 1.13 | $ 0.52 | $ 1.14 | $ 1.27 | $ 0.61 | $ 0.16 | $ 1.10 | $ 0.81 | $ 4.06 | $ 2.66 | $ 3.02 | ||||
As Computed Under LIFO | Other Noncurrent Liabilities | |||||||||||||||
Consolidated Balance Sheets | |||||||||||||||
Deferred tax liabilities | $ 60,962 | $ 66,052 | $ 60,962 | $ 66,052 | $ 3,848 | ||||||||||
Effect of Change | |||||||||||||||
Consolidated Balance Sheets | |||||||||||||||
Inventories, net | 7,286 | 4,565 | 7,286 | 4,565 | 4,814 | ||||||||||
Redeemable noncontrolling interest | (139) | (139) | |||||||||||||
Retained earnings | 5,577 | 3,436 | 5,577 | 3,436 | 3,625 | ||||||||||
Consolidated Statement of Cash Flows | |||||||||||||||
Net income | 546 | $ 981 | $ 151 | $ 323 | 728 | $ (487) | $ (320) | $ (108) | 2,001 | (188) | (160) | ||||
Net deferred taxes | 720 | (61) | (51) | ||||||||||||
Provision for inventory reserves | 2,721 | (250) | (212) | ||||||||||||
Consolidated Statement of Operations and Income | |||||||||||||||
Cost of sales | (792) | (1,301) | (200) | (428) | (966) | 646 | 425 | 144 | (2,721) | 250 | 213 | ||||
Income before income taxes | 792 | 1,302 | 200 | 428 | 966 | (646) | (425) | (144) | 2,721 | (250) | (213) | ||||
Income tax expense | 245 | 321 | 49 | 106 | 237 | (159) | (104) | (35) | 720 | (61) | (52) | ||||
Net income | 546 | 981 | 151 | 323 | 728 | (487) | (320) | (108) | 2,001 | (188) | (160) | ||||
Income attributable to redeemable noncontrolling interest | 9 | 14 | 24 | 91 | 0 | 0 | 0 | 0 | 139 | ||||||
Net income attributable to CSW Industrials, Inc. | $ 555 | $ 995 | $ 176 | $ 414 | $ 728 | $ (487) | $ (320) | $ (108) | $ 2,140 | $ (188) | $ (160) | ||||
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||||
Basic (in USD per share) | $ 0.04 | $ 0.06 | $ 0.01 | $ 0.02 | $ 0.04 | $ (0.04) | $ (0.02) | $ 0 | $ 0.13 | $ (0.01) | $ (0.01) | ||||
Diluted (in USD per share) | $ 0.04 | $ 0.07 | $ 0.01 | $ 0.03 | $ 0.05 | $ (0.04) | $ (0.02) | $ (0.01) | $ 0.14 | $ (0.01) | $ (0.01) | ||||
Effect of Change | Other Noncurrent Liabilities | |||||||||||||||
Consolidated Balance Sheets | |||||||||||||||
Deferred tax liabilities | $ 1,848 | $ 1,128 | $ 1,848 | $ 1,128 | $ 1,189 | ||||||||||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||||
[2] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||||
[4] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Details of Certain Consolidat_3
Details of Certain Consolidated Balance Sheet Captions - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | $ 123,981 | $ 97,610 | ||
Less: Allowance for doubtful accounts | (1,177) | (915) | $ (900) | |
Accounts receivable, net | 122,804 | 96,695 | [1] | |
Accounts receivable trade | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | 120,603 | 93,366 | ||
Other receivables | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | $ 3,378 | $ 4,244 | ||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Details of Certain Consolidat_4
Details of Certain Consolidated Balance Sheet Captions - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Land and improvements | $ 3,226 | $ 3,168 | |||
Buildings and improvements | 53,346 | 53,020 | |||
Plant, office and laboratory equipment | 99,770 | 95,848 | |||
Construction in progress | 11,083 | 3,462 | |||
Property, plant and equipment, gross | 167,425 | 155,498 | |||
Less: Accumulated depreciation | (80,393) | (72,944) | |||
Property, plant and equipment, net | 87,032 | 82,554 | [1] | ||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 11,572 | 9,194 | [2] | $ 7,918 | [2] |
Cost of revenue, depreciation | 8,300 | 7,100 | 6,600 | ||
Property, Plant and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 11,600 | $ 9,200 | $ 7,900 | ||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Details of Certain Consolidat_5
Details of Certain Consolidated Balance Sheet Captions - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Right-of-use lease assets | $ 67,076 | $ 61,707 | |
Property held for investment | 418 | 967 | |
Deferred income taxes | 304 | 1,462 | |
Long-term tax indemnification assets | 7,500 | 7,500 | |
Other | 7,388 | 4,359 | |
Other assets | $ 82,686 | 75,995 | [1] |
Assets held for sale | $ 500 | ||
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Details of Certain Consolidat_6
Details of Certain Consolidated Balance Sheet Captions - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Compensation and related benefits | $ 21,617 | $ 19,120 | |
Rebates and marketing agreements | 16,340 | 9,031 | |
Operating lease liabilities | 9,269 | 8,063 | |
Billings in excess of costs | 1,026 | 1,018 | |
Non-income taxes | 1,949 | 1,593 | |
Income taxes payable | 4,266 | 3,755 | |
Other accrued expenses | 14,538 | 7,163 | |
Accrued and other current liabilities | $ 69,005 | $ 49,743 | [1] |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Details of Certain Consolidat_7
Details of Certain Consolidated Balance Sheet Captions - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating lease liabilities | $ 63,275 | $ 56,709 | |
Deferred income taxes | 62,810 | 67,180 | |
Tax Reserve | 13,987 | 13,228 | |
Other | 234 | 736 | |
Other long-term liabilities | $ 140,306 | $ 137,853 | [1] |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Long-Term Debt and Commitment_2
Long-Term Debt and Commitments - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total debt | $ 252,775 | $ 242,337 | |
Less: Current portion | (561) | (561) | [1] |
Long-term debt | $ 252,214 | $ 241,776 | [1] |
Secured Term Loan | Whitmore Manufacturing, LLC | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.45% | 2.11% | |
Whitmore term loan, interest rate of 2.45% and 2.11%, respectively | $ 9,775 | $ 10,337 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.95% | 2.11% | |
Revolving Credit Facility, interest rate of 1.95% and 2.11%, respectively | $ 243,000 | $ 232,000 | |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Long-Term Debt and Commitment_3
Long-Term Debt and Commitments - Revolving Credit Agreement (Details) - USD ($) | May 18, 2021 | Dec. 11, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 01, 2020 | Sep. 15, 2017 |
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of voting equity interests in first-tier foreign subsidiaries | 65.00% | |||||
Revolving credit facility, amount outstanding | $ 243,000,000 | $ 232,000,000 | ||||
Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Maximum borrowing capacity | $ 400,000,000 | $ 250,000,000 | $ 300,000,000 | |||
Accordion feature | $ 50,000,000 | |||||
Line of credit facility, maximum borrowing capacity, sublimit | $ 125,000,000 | |||||
Maximum leverage ratio | 3 | |||||
Maximum leverage ratio during permitted acquisition period | 3.75 | |||||
Duration of temporary increase for maximum leverage ratio | 18 months | |||||
Minimum fixed charge coverage ratio | 1.25 | |||||
Revolving credit facility, amount outstanding | 243,000,000 | 232,000,000 | ||||
Revolving credit facility, remaining borrowing capacity | $ 157,000,000 | $ 68,000,000 | ||||
Revolving Credit Facility | Federal Funds Effective Rate | ||||||
Debt Instrument [Line Items] | ||||||
Spread on interest rate | 0.50% | |||||
Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Spread on interest rate | 1.00% | |||||
Letter of Credit | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 25,000,000 | |||||
Swingline Loans | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 10,000,000 |
Long-Term Debt and Commitment_4
Long-Term Debt and Commitments - Whitmore Term Loan (Details) - Secured Term Loan - Whitmore Manufacturing, LLC - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt instrument, periodic principal payment | $ 140,000 | |
Outstanding borrowings under term loan | $ 9,775,000 | $ 10,337,000 |
LIBOR | ||
Debt Instrument [Line Items] | ||
Spread on interest rate | 2.00% |
Long-Term Debt and Commitment_5
Long-Term Debt and Commitments - Aggregate Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 561 | |
2024 | 561 | |
2025 | 561 | |
2026 | 561 | |
2027 | 243,561 | |
Thereafter | 6,970 | |
Total debt | $ 252,775 | $ 242,337 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 1 Months Ended | |
Oct. 31, 2019USD ($)lease | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Number of operating leases terminated | lease | 2 | |
Early lease termination fee | $ | $ 0.5 | |
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 | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 9,893 | $ 5,243 |
Short-term lease expense | 326 | 377 |
Total operating lease expense | $ 10,219 | $ 5,620 |
Leases - Operating Lease Assets
Leases - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
ROU assets, net | $ 67,076 | $ 61,707 |
Short-term lease liabilities | 9,269 | 8,063 |
Long-term lease liabilities | 63,275 | 56,709 |
Total operating lease liabilities | $ 72,544 | $ 64,772 |
Operating lease, right-of-use asset, statement of financial position [Extensible List] | Other assets | Other assets |
Operating lease, liability, current, statement of financial position [Extensible List] | Accrued and other current liabilities | Accrued and other current liabilities |
Operating lease, liability, noncurrent, statement of financial position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 9,974 | $ 5,578 |
ROU assets obtained in exchange for new operating lease obligations | $ 8,464 | $ 114 |
Leases - Other Information for
Leases - Other Information for Operating Leases (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 7 years 10 months 24 days | 8 years 2 months 12 days |
Weighted average discount rate (percent) | 2.20% | 2.60% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 10,723 | |
2024 | 10,640 | |
2025 | 10,465 | |
2026 | 10,142 | |
2027 | 9,920 | |
Thereafter | 27,324 | |
Total lease liabilities | 79,214 | |
Less: Imputed interest | (6,670) | |
Present value of lease liabilities | $ 72,544 | $ 64,772 |
Derivative Instruments and He_3
Derivative Instruments and Hedge Accounting - Additional Information (Details) - Interest Rate Swap - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Notional amount | $ 9.8 | $ 10.3 |
Maximum remaining length of interest rate swap contract | 7 years 3 months 18 days |
Derivative Instruments and He_4
Derivative Instruments and Hedge Accounting - Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Derivatives, Fair Value [Line Items] | |||
Current derivative liabilities | $ 69,005 | $ 49,743 | [1] |
Non-current derivative liabilities | 140,306 | 137,853 | [1] |
Hedging Instrument | Interest Rate Swap | |||
Derivatives, Fair Value [Line Items] | |||
Current derivative liabilities | 109 | 280 | |
Non-current derivative liabilities | $ 233 | $ 736 | |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Earnings Per Share [Abstract] | |||||||||||||
Income from continuing operations | $ 67,319 | $ 40,099 | [1],[2] | $ 44,656 | [1],[2] | ||||||||
Income from discontinued operations, net of tax | 0 | 0 | [1],[2] | 1,061 | [1],[2] | ||||||||
Income attributable to redeemable noncontrolling interest | $ 79 | $ 444 | $ 188 | $ 224 | $ 0 | $ 0 | $ 0 | $ 0 | 934 | 0 | [1] | 0 | [1] |
Net income attributable to CSW Industrials, Inc. | $ 18,446 | $ 9,306 | $ 18,171 | $ 20,462 | $ 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | $ 66,385 | $ 40,099 | [1] | $ 45,717 | [1] |
Weighted average shares: | |||||||||||||
Common stock (in shares) | 15,646 | 14,919 | 14,928 | ||||||||||
Participating securities (in shares) | 109 | 96 | 111 | ||||||||||
Denominator for basic earnings per common share (in shares) | 15,755 | 15,015 | [1] | 15,039 | [1] | ||||||||
Potentially dilutive securities (in shares) | 52 | 111 | 167 | ||||||||||
Denominator for diluted earnings per common share (in shares) | 15,807 | 15,126 | [1] | 15,206 | [1] | ||||||||
Basic earnings per common share: | |||||||||||||
Continuing operations (in USD per share) | $ 4.21 | $ 2.67 | [1] | $ 2.97 | [1] | ||||||||
Discontinued operations (in USD per share) | 0 | 0 | [1] | 0.07 | [1] | ||||||||
Basic (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.09 | $ 0.81 | 4.21 | 2.67 | [1] | 3.04 | [1] |
Diluted earnings per common share: | |||||||||||||
Continuing operations (in USD per share) | 4.20 | 2.65 | [1] | 2.94 | [1] | ||||||||
Discontinued operations (in USD per share) | 0 | 0 | [1] | 0.07 | [1] | ||||||||
Net income (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.08 | $ 0.80 | $ 4.20 | $ 2.65 | [1] | $ 3.01 | [1] |
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Apr. 14, 2022 | Apr. 15, 2021 | Apr. 04, 2019 | Nov. 07, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | [1] | Oct. 30, 2020 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Approved quarterly dividend rate (in USD per share) | $ 0.135 | $ 0.17 | ||||||||
Dividend declared (in USD per share) | $ 0.15 | |||||||||
Dividends paid | $ 9,459,000 | $ 8,083,000 | [1] | $ 8,130,000 | ||||||
Subsequent Event | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Dividend declared (in USD per share) | $ 0.17 | |||||||||
2018 Share Repurchase Program | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Authorized repurchase amount | $ 75,000,000 | |||||||||
Repurchase program period in force | 2 years | |||||||||
Shares repurchased (in shares) | 115,151 | |||||||||
Repurchased amount | $ 7,300,000 | |||||||||
2020 Share Repurchase Program | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Authorized repurchase amount | $ 100,000,000 | |||||||||
Shares repurchased (in shares) | 126,115 | |||||||||
Repurchased amount | $ 14,400,000 | |||||||||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Aug. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Company contributions | $ 79,000 | $ 69,000 | ||||||
Pension plan curtailment benefit | $ (30,000) | 0 | $ 0 | |||||
Current target allocations, percentage of total assets | 100.00% | |||||||
Plan assets at fair value | $ 1,898,000 | $ 2,466,000 | 2,492,000 | 1,898,000 | ||||
Pension Plan | Canadian Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan number of consecutive terms of highest compensation | 60 months | |||||||
Defined benefit plan number of years of employment | 10 years | |||||||
Company contributions | $ 100,000 | 0 | ||||||
Pension Plan | Canadian Plan | Other | Hierarchical Level 2 | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Plan assets at fair value | $ 2,500,000 | |||||||
Pension Plan | Qualified Plan | U.S. | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan number of consecutive terms of highest compensation | 5 years | |||||||
Defined benefit plan number of years of employment | 10 years | |||||||
Company contributions | $ 0 | $ 0 | $ 0 | |||||
Defined benefit plan, lump sum payments to terminated vested participants, percentage of liability | 16.00% | |||||||
Defined benefit plan, percentage of participants, settlement | 67.00% | |||||||
Settlements | $ 7,300,000 | |||||||
Lump sum payments offered to eligible active and terminated vested participants, percent of remaining liability | 42.00% | |||||||
Percent of participants that accepted lump sum payment offer | 74.00% | |||||||
Aggregate amount of lump sum payments | $ 17,000,000 | |||||||
Additional contribution required due to termination | $ 500,000 | |||||||
Pension plan curtailment benefit | 7,000,000 | |||||||
Overall termination charge, net of tax | $ 5,400,000 | |||||||
Excess funds distributed to defined contribution plan | $ 500,000 |
Retirement Plans - Summary of A
Retirement Plans - Summary of Assumptions (Details) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Assumptions used to determine benefit obligations: | |||
Discount rate | 4.00% | 3.30% | 3.60% |
Rate of compensation increases | 0.00% | 3.00% | 3.00% |
Assumptions used to determine net pension expense: | |||
Discount rate | 3.30% | 3.60% | 4.00% |
Expected return on plan assets | 4.80% | 4.80% | 4.80% |
Rate of compensation increases | 3.00% | 3.00% | 3.00% |
Pension Plan | Canadian Plan | |||
Assumptions used to determine net pension expense: | |||
Rate of compensation increases | 3.00% |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Net Pension (Benefit) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Service cost – benefits earned during the year | $ 43 | $ 40 | $ 71 |
Interest cost on projected benefit obligation | 138 | 144 | 1,136 |
Expected return on assets | (120) | (96) | (1,361) |
Net amortization and deferral | 69 | 74 | 56 |
Pension plan termination | 0 | 0 | 6,472 |
Curtailment impact | (30) | 0 | 0 |
Net pension expense | $ 100 | $ 162 | $ 6,374 |
Retirement Plans - Summary of C
Retirement Plans - Summary of Changes in Pension Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 4,291 | $ 3,880 | |
Service cost | 43 | 40 | $ 71 |
Interest cost | 138 | 144 | 1,136 |
Actuarial gain | (330) | 212 | |
Benefits paid | (216) | (265) | |
Curtailment impact | (342) | 0 | |
Currency translation impact | 12 | 280 | |
Benefit obligation at end of year | 3,596 | 4,291 | $ 3,880 |
Accumulated benefit obligation | $ 3,596 | $ 3,990 |
Retirement Plans - Summary of R
Retirement Plans - Summary of Reconciliation of Plan's Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of year | $ 2,492 | $ 1,898 |
Actual return on plan assets | (6) | 441 |
Benefits paid | (110) | (159) |
Company contributions | 79 | 69 |
Currency translation impact | 11 | 243 |
Fair value of plan assets at end of year | $ 2,466 | $ 2,492 |
Retirement Plans - Summary of N
Retirement Plans - Summary of Net Pension Asset (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract] | |||
Plan assets at fair value | $ 2,466 | $ 2,492 | $ 1,898 |
Benefit obligation | (3,596) | (4,291) | $ (3,880) |
Unfunded status | $ (1,130) | $ (1,799) |
Retirement Plans - Summary of_2
Retirement Plans - Summary of Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Current liabilities | $ (103) | $ (104) | |
Noncurrent liabilities | (1,027) | (1,695) | [1] |
Unfunded status | $ (1,130) | $ (1,799) | |
[1] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Retirement Plans - Schedule o_2
Retirement Plans - Schedule of Change in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Accumulated other comprehensive loss at beginning of year | $ (799) | $ (871) |
Amortization of net loss | 59 | 62 |
Amortization of prior service cost | (5) | (31) |
Curtailment impact | 311 | 0 |
Net gain arising during the year | 154 | 96 |
Currency translation impact | (86) | (55) |
Accumulated other comprehensive loss at end of year | $ (366) | $ (799) |
Retirement Plans - Schedule o_3
Retirement Plans - Schedule of Amounts Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 |
Retirement Benefits [Abstract] | |||
Net prior service cost | $ 0 | $ 27 | |
Net loss | (366) | (826) | |
Accumulated other comprehensive loss | $ (366) | $ (799) | $ (871) |
Retirement Plans - Schedule o_4
Retirement Plans - Schedule of Actual Asset Allocations (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation, percentage | 100.00% | 100.00% |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation, percentage | 99.00% | 0.00% |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation, percentage | 0.00% | 100.00% |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual asset allocation, percentage | 1.00% | 0.00% |
Retirement Plans - Summary of E
Retirement Plans - Summary of Expected Cash Benefit Payments (Details) $ in Millions | Mar. 31, 2022USD ($) |
Retirement Benefits [Abstract] | |
2023 | $ 0.2 |
2024 | 0.2 |
2025 | 0.2 |
2026 | 0.2 |
2027 | 0.2 |
Thereafter | $ 1.1 |
Retirement Plans - Defined Cont
Retirement Plans - Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employer matching contribution, percent of match | 100.00% | |
Employer matching contribution, percent of employees' gross pay | 6.00% | |
Contributions to defined contribution plan | $ 4.8 | $ 3.9 |
Retirement Plans - Employee Sto
Retirement Plans - Employee Stock Ownership Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Period of credited service after which participant's interest in contributions to ESOP fully vest | 3 years | ||
Contributions to the ESOP | $ 2.3 | $ 3.6 | $ 3.2 |
ESOP expense recorded | $ 3 | ||
CSWI | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Shares held in ESOP (in shares) | 549,863 | 628,289 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Income Tax Disclosure [Abstract] | |||||||||||||
U.S. Federal | $ 87,607 | $ 48,142 | $ 53,733 | ||||||||||
Foreign | 3,858 | 2,726 | 3,655 | ||||||||||
Income before income taxes | $ 27,605 | $ 12,139 | $ 24,529 | $ 27,193 | $ 11,864 | $ 2,410 | $ 21,111 | $ 15,484 | $ 91,465 | $ 50,868 | [1] | $ 57,388 | [1] |
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Current | |||||||||||||
U.S. Federal | $ 20,139 | $ 6,773 | $ 8,466 | ||||||||||
State and local | 5,271 | 3,561 | 1,999 | ||||||||||
Foreign | 638 | 1,641 | 1,968 | ||||||||||
Provision for income taxes | 26,048 | 11,975 | 12,433 | ||||||||||
Deferred | |||||||||||||
U.S. Federal | (1,578) | (1,211) | 621 | ||||||||||
State and local | 761 | (500) | (100) | ||||||||||
Foreign | (1,085) | 505 | (222) | ||||||||||
Provision for income taxes | (1,902) | (1,206) | 299 | ||||||||||
Total | |||||||||||||
U.S. Federal | 18,561 | 5,562 | 9,087 | ||||||||||
State and local | 6,032 | 3,061 | 1,899 | ||||||||||
Foreign | (447) | 2,146 | 1,746 | ||||||||||
Provision for income taxes | $ 9,080 | $ 2,389 | $ 6,170 | $ 6,507 | $ 1,507 | $ 550 | $ 5,078 | $ 3,633 | $ 24,146 | $ 10,769 | [1] | $ 12,732 | [1] |
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 15, 2020 | |
Business Acquisition [Line Items] | ||||
Effective tax rate | 26.40% | 21.20% | 22.20% | |
Increase in provision due to state tax expense impact (net of federal benefits) | $ 4,765,000 | $ 2,419,000 | $ 1,943,000 | |
Increase in effective tax rate due to state tax expense impact (net of federal benefits) | 5.20% | 4.80% | ||
Nondeductible executive compensation | $ 992,000 | $ 248,000 | 0 | |
Effective income tax rate reconciliation, limitation, effective tax rate | 1.10% | |||
Uncertain tax positions | $ 759,000 | $ (4,717,000) | (1,615,000) | |
Effective income tax rate reconciliation, tax contingency, percent | 0.80% | (9.30%) | ||
Vesting of stock-based compensation | $ (1,916,000) | $ (741,000) | (542,000) | |
Share-based payment arrangement, percent | (2.10%) | |||
Increase in provision due to additional non-deductible expenses | $ (143,000) | $ 1,931,000 | $ (4,000) | |
Increase in effective tax rate due to additional non-deductible expenses | 2.10% | |||
Tax effected net operating loss carryforwards, net of valuation allowances | 0 | $ 0 | ||
Earnings related to foreign subsidiaries for which taxes are not provided | 16,600,000 | |||
Unrecognized tax benefits, decrease resulting from prior period tax positions | (314,000) | (4,215,000) | ||
Interest accrued | 100,000 | |||
Penalties accrued | 200,000 | |||
Tax contingency reserves | 200,000 | |||
Effective income tax rate reconciliation, tax settlement, amount | 5,300,000 | |||
Accrued interest on uncertain tax positions, period increase (decrease) | 600,000 | |||
Accrued penalties on uncertain tax positions, period increase (decrease) | 600,000 | |||
TRUaire acquisition | ||||
Business Acquisition [Line Items] | ||||
Interest accrued | 600,000 | 1,400,000 | ||
Penalties accrued | 500,000 | 2,300,000 | ||
Tax contingency reserves | $ 17,321,000 | 17,300,000 | $ 22,511,000 | |
Unrecognized tax benefit related to acquisition | $ 13,600,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Income Tax Disclosure [Abstract] | |||||||||||||
Computed tax expense at statutory rate | $ 19,206 | $ 10,674 | $ 12,044 | ||||||||||
Increase (reduction) in income taxes resulting from: | |||||||||||||
State and local income taxes, net of federal benefits | 4,765 | 2,419 | 1,943 | ||||||||||
Nondeductible executive compensation | 992 | 248 | 0 | ||||||||||
Vesting of stock-based compensation | (1,916) | (741) | (542) | ||||||||||
Amended return items (pension and foreign withholding) | 0 | 0 | 975 | ||||||||||
IRS audit adjustments | 0 | 0 | 502 | ||||||||||
Global intangible low-taxed income ("GILTI") inclusion and foreign-derived intangible income ("FDII") deduction | (522) | 440 | 124 | ||||||||||
Foreign rate differential | 91 | 85 | 84 | ||||||||||
Uncertain tax positions | 759 | (4,717) | (1,615) | ||||||||||
Other permanent differences | (143) | 1,931 | (4) | ||||||||||
Foreign tax credits | (450) | (554) | (479) | ||||||||||
Valuation allowance | 379 | 0 | 0 | ||||||||||
Repatriation tax, net of tax credit | 170 | 822 | 0 | ||||||||||
Other, net | 815 | 162 | (300) | ||||||||||
Provision for income taxes | $ 9,080 | $ 2,389 | $ 6,170 | $ 6,507 | $ 1,507 | $ 550 | $ 5,078 | $ 3,633 | $ 24,146 | $ 10,769 | [1] | $ 12,732 | [1] |
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred tax assets: | ||
Operating lease liabilities | $ 17,774 | $ 14,680 |
Accrued compensation | 4,826 | 3,878 |
Impairment | 15 | 386 |
Pension and other employee benefits | 412 | 313 |
Inventory reserves | 3,720 | 1,330 |
Net operating loss carryforwards | 145 | 145 |
Accrued expenses | 1,010 | 244 |
Foreign tax credit carry-forward | 379 | 130 |
State R&D credit carry-forward | 75 | 120 |
Transaction Costs | 714 | 630 |
Other, net | 1,477 | 1,455 |
Deferred tax assets | 30,547 | 23,311 |
Valuation allowance | (524) | (145) |
Deferred tax assets, net of valuation allowance | 30,023 | 23,166 |
Deferred tax liabilities: | ||
Goodwill and intangible assets | (64,903) | (65,070) |
Property, plant and equipment | (8,242) | (7,816) |
Operating lease - ROU assets | (16,364) | (13,631) |
Repatriation reserve | (1,034) | (942) |
Other, net | (1,986) | (1,425) |
Deferred tax liabilities | (92,529) | (88,884) |
Net deferred tax liabilities | $ (62,506) | $ (65,718) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 10,212 | $ 498 |
Increases related to prior year tax positions | 0 | 13,895 |
Decreases related to prior year tax positions | (314) | (4,215) |
Increases related to current year tax positions | 36 | 34 |
Balance at end of year | $ 9,934 | $ 10,212 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Related party transaction | $ 0 | $ 0 | $ 0 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Foreign currency translation adjustments | $ 922 | $ 5,450 | [1] | $ (717) | [1] |
Other comprehensive income | 68,241 | 45,549 | [1] | 45,000 | [1] |
Expected loss from currency cash flow hedge, next 12 months (less than) | 100 | ||||
Currency translation adjustments | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (4,394) | (9,185) | |||
Foreign currency translation adjustments | (44) | 4,791 | |||
Balance at end of period | (4,438) | (4,394) | (9,185) | ||
Interest rate swaps | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (803) | (1,390) | |||
Unrealized gain, net of taxes | 309 | 362 | |||
Reclassification of other comprehensive loss (income), net of taxes | 224 | 225 | |||
Other comprehensive income | 533 | 587 | |||
Balance at end of period | (270) | (803) | (1,390) | ||
Unrealized losses, tax | (82) | (96) | |||
Reclassification from AOCI, tax | (60) | (60) | |||
Defined benefit plans | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | (799) | (871) | |||
Other comprehensive income | 433 | 72 | |||
Balance at end of period | (366) | (799) | $ (871) | ||
Amortization of net prior service benefit, net of taxes | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification of other comprehensive loss (income), net of taxes | (5) | (31) | |||
Reclassification from AOCI, tax | 1 | 8 | |||
Amortization of net loss, net of taxes | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Reclassification of other comprehensive loss (income), net of taxes | 59 | 62 | |||
Reclassification from AOCI, tax | (16) | (16) | |||
Net gain arising during the year, net of taxes | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Other comprehensive income | 154 | 96 | |||
Other comprehensive (loss) income, tax | (41) | (26) | |||
Pension plan termination, net of taxes | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Other comprehensive income | 311 | 0 | |||
Other comprehensive (loss) income, tax | (83) | 0 | |||
Currency translation impact | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Other comprehensive income | $ (86) | $ (55) | |||
[1] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Revenue Recognition (Details)
Revenue Recognition (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |||
Disaggregation of Revenue [Line Items] | |||||||||||||
Number of business segments | segment | 3 | ||||||||||||
Net revenues | $ 173,300 | $ 136,300 | $ 155,600 | $ 161,300 | $ 133,400 | $ 89,900 | $ 104,900 | $ 91,000 | $ 626,435 | $ 419,205 | [1] | $ 385,871 | [1] |
Change in Contract Liabilities [Roll Forward] | |||||||||||||
Balance at beginning of period | $ 1,018 | 1,018 | |||||||||||
Revenue recognized | (971) | ||||||||||||
New contracts and revenue added to existing contracts | 979 | ||||||||||||
Balance at end of period | $ 1,026 | $ 1,018 | 1,026 | 1,018 | |||||||||
Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 626,435 | 419,205 | 385,871 | ||||||||||
Contractor Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 413,207 | 245,232 | 190,421 | ||||||||||
Engineered Building Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 97,296 | 95,672 | 90,881 | ||||||||||
Specialized Reliability Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | $ 115,932 | 78,301 | 104,569 | ||||||||||
Build-to-order | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Retainage, percentage of transaction price not collectible until overall construction project is complete | 10.00% | ||||||||||||
Lead times for transfer to customer | 84 days | ||||||||||||
Build-to-order | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | $ 88,690 | 87,057 | 82,357 | ||||||||||
Build-to-order | Contractor Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 0 | 0 | 0 | ||||||||||
Build-to-order | Engineered Building Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 88,690 | 87,057 | 82,357 | ||||||||||
Build-to-order | Specialized Reliability Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | $ 0 | 0 | 0 | ||||||||||
Installation Services | Total Consolidated Revenue | Product Concentration Risk | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Percentage of total consolidated revenue | 3.00% | ||||||||||||
Book-and-ship | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Lead times for transfer to customer | 7 days | ||||||||||||
Book-and-ship | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | $ 537,745 | 332,148 | 303,514 | ||||||||||
Book-and-ship | Contractor Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 413,207 | 245,232 | 190,421 | ||||||||||
Book-and-ship | Engineered Building Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | 8,606 | 8,615 | 8,524 | ||||||||||
Book-and-ship | Specialized Reliability Solutions | Reportable Segments | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Net revenues | $ 115,932 | $ 78,301 | $ 104,569 | ||||||||||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Segments - Summary of Financial
Segments - Summary of Financial Information of Reporting Segments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | ||||
Segment Reporting [Abstract] | |||||||||||||||
Number of reportable segments | segment | 3 | ||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | $ 173,300 | $ 136,300 | $ 155,600 | $ 161,300 | $ 133,400 | $ 89,900 | $ 104,900 | $ 91,000 | $ 626,435 | $ 419,205 | [1] | $ 385,871 | [1] | ||
Operating income | 97,380 | 59,220 | [1] | 65,854 | [1] | ||||||||||
Depreciation and amortization | 36,408 | 22,718 | 14,636 | ||||||||||||
Total assets | 995,360 | 879,522 | [2] | $ 374,059 | 995,360 | 879,522 | [2] | 374,059 | |||||||
Engineered Building Solutions | Trademarks | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Impairment of unamortized trademarks | 1,000 | ||||||||||||||
Operating Segments | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 626,435 | 419,205 | 385,871 | ||||||||||||
Operating income | 116,223 | 73,654 | 80,204 | ||||||||||||
Depreciation and amortization | 35,958 | 22,173 | 14,142 | ||||||||||||
Total assets | 983,044 | 866,282 | 349,187 | 983,044 | 866,282 | 349,187 | |||||||||
Operating Segments | Contractor Solutions | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 413,207 | 245,232 | 190,421 | ||||||||||||
Operating income | 96,115 | 59,007 | 58,236 | ||||||||||||
Depreciation and amortization | 27,879 | 14,415 | 5,887 | ||||||||||||
Total assets | 782,267 | 687,508 | 161,508 | 782,267 | 687,508 | 161,508 | |||||||||
Operating Segments | Engineered Building Solutions | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 97,296 | 95,672 | 90,881 | ||||||||||||
Operating income | 11,101 | 14,066 | 14,278 | ||||||||||||
Depreciation and amortization | 2,063 | 2,014 | 2,074 | ||||||||||||
Total assets | 74,397 | 67,281 | 68,752 | 74,397 | 67,281 | 68,752 | |||||||||
Operating Segments | Specialized Reliability Solutions | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 115,932 | 78,301 | 104,569 | ||||||||||||
Operating income | 9,007 | 581 | 7,690 | ||||||||||||
Depreciation and amortization | 6,016 | 5,744 | 6,181 | ||||||||||||
Total assets | 126,380 | 111,493 | 118,927 | 126,380 | 111,493 | 118,927 | |||||||||
Intersegment revenue | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 3,390 | 360 | 347 | ||||||||||||
Intersegment revenue | Contractor Solutions | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 3,280 | 296 | 275 | ||||||||||||
Intersegment revenue | Engineered Building Solutions | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 0 | 0 | 0 | ||||||||||||
Intersegment revenue | Specialized Reliability Solutions | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 110 | 64 | 72 | ||||||||||||
Eliminations and Other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | 0 | 0 | 0 | ||||||||||||
Eliminations and Other | |||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||
Revenues, net | (3,390) | (360) | (347) | ||||||||||||
Operating income | (18,843) | (14,434) | (14,350) | ||||||||||||
Depreciation and amortization | 450 | 545 | 494 | ||||||||||||
Total assets | $ 12,316 | $ 13,240 | $ 24,872 | $ 12,316 | $ 13,240 | $ 24,872 | |||||||||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||||
[2] | *Year ended March 31, 2021 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Segments - Schedule of Sales an
Segments - Schedule of Sales and Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Revenues, net | $ 173,300 | $ 136,300 | $ 155,600 | $ 161,300 | $ 133,400 | $ 89,900 | $ 104,900 | $ 91,000 | $ 626,435 | $ 419,205 | [1] | $ 385,871 | [1] |
Long-lived assets | 695,213 | 660,404 | $ 695,213 | $ 660,404 | $ 219,200 | ||||||||
Net Revenues | Geographic Concentration Risk | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | ||||||||||
Long-lived Assets | Geographic Concentration Risk | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | ||||||||||
U.S. | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Revenues, net | $ 559,296 | $ 367,169 | $ 323,000 | ||||||||||
Long-lived assets | 651,477 | 617,258 | $ 651,477 | $ 617,258 | $ 196,679 | ||||||||
U.S. | Net Revenues | Geographic Concentration Risk | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Concentration risk, percentage | 89.30% | 87.60% | 83.70% | ||||||||||
U.S. | Long-lived Assets | Geographic Concentration Risk | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Concentration risk, percentage | 93.70% | 93.50% | 89.70% | ||||||||||
Non-U.S. | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Revenues, net | $ 67,139 | $ 52,036 | $ 62,871 | ||||||||||
Long-lived assets | $ 43,736 | $ 43,146 | $ 43,736 | $ 43,146 | $ 22,521 | ||||||||
Non-U.S. | Net Revenues | Geographic Concentration Risk | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Concentration risk, percentage | 10.70% | 12.40% | 16.30% | ||||||||||
Non-U.S. | Long-lived Assets | Geographic Concentration Risk | |||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||
Concentration risk, percentage | 6.30% | 6.50% | 10.30% | ||||||||||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Unaudited Quarterly Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | [1] | ||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Revenues, net | $ 173,300 | $ 136,300 | $ 155,600 | $ 161,300 | $ 133,400 | $ 89,900 | $ 104,900 | $ 91,000 | $ 626,435 | $ 419,205 | [1] | $ 385,871 | |
Gross profit | 72,300 | 51,300 | 63,300 | 69,000 | 54,900 | 38,700 | 48,300 | 42,600 | 255,962 | 184,550 | [1] | 176,837 | |
Income before income taxes | 27,605 | 12,139 | 24,529 | 27,193 | 11,864 | 2,410 | 21,111 | 15,484 | 91,465 | 50,868 | [1] | 57,388 | |
Net income | 18,525 | 9,750 | 18,359 | 20,686 | 10,356 | 1,859 | 16,033 | 11,852 | 67,319 | 40,099 | [1],[2] | 45,717 | [3] |
Net income attributable to CSW Industrials, Inc. | $ 18,446 | $ 9,306 | $ 18,171 | $ 20,462 | $ 10,356 | $ 1,859 | $ 16,033 | $ 11,852 | $ 66,385 | $ 40,099 | [1] | $ 45,717 | |
Earnings per share attributable to CSW Industrials, Inc. | |||||||||||||
Basic (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.09 | $ 0.81 | $ 4.21 | $ 2.67 | [1] | $ 3.04 | |
Diluted (in USD per share) | $ 1.17 | $ 0.59 | $ 1.15 | $ 1.30 | $ 0.66 | $ 0.12 | $ 1.08 | $ 0.80 | $ 4.20 | $ 2.65 | [1] | $ 3.01 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Indemnification expense | $ 5,000 | ||||||||||||
Engineered Building Solutions | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Transaction expenses related to formation of joint venture | 1,600 | ||||||||||||
TRUaire acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction expenses incurred | 800 | $ 0 | $ 7,800 | ||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Indemnification expense | $ 5,000 | ||||||||||||
[1] | *Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||
[2] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. | ||||||||||||
[3] | Years ended March 31, 2021 and 2020 amounts have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and 7 to the Consolidated Financial Statements. |
Uncategorized Items - cswi-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2021-01 [Member] |