Cover Page
Cover Page - shares | 9 Months Ended | |
Dec. 31, 2023 | Jan. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
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 $0.01 per share | |
Trading Symbol | CSWI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,532,472 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001624794 | |
Current Fiscal Year End Date | --03-31 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 174,967 | $ 171,093 | $ 581,980 | $ 562,219 |
Cost of revenues | (100,986) | (105,295) | (324,873) | (329,349) |
Gross profit | 73,981 | 65,798 | 257,107 | 232,870 |
Selling, general and administrative expenses | (46,400) | (42,686) | (142,327) | (133,568) |
Operating income | 27,581 | 23,112 | 114,780 | 99,302 |
Interest expense, net | (2,765) | (4,200) | (10,080) | (9,090) |
Other expense, net | (8,428) | (737) | (6,188) | (529) |
Income before income taxes | 16,388 | 18,175 | 98,512 | 89,683 |
Provision for income taxes | (7,083) | (2,676) | (27,968) | (20,232) |
Net income | 9,305 | 15,499 | 70,544 | 69,451 |
Less: (Income) Loss attributable to redeemable noncontrolling interest | (83) | 100 | (655) | (79) |
Net income attributable to CSW Industrials, Inc. | $ 9,222 | $ 15,599 | $ 69,889 | $ 69,372 |
Net income per share attributable to CSW Industrials, Inc. | ||||
Basic (in USD per share) | $ 0.59 | $ 1.01 | $ 4.50 | $ 4.47 |
Diluted (in USD per share) | $ 0.59 | $ 1.01 | $ 4.49 | $ 4.46 |
Weighted average number of shares outstanding: | ||||
Basic (in shares) | 15,546 | 15,476 | 15,537 | 15,520 |
Diluted (in shares) | 15,596 | 15,512 | 15,578 | 15,554 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 9,305 | $ 15,499 | $ 70,544 | $ 69,451 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 1,231 | 1,606 | (609) | (4,076) |
Cash flow hedging activity, net of taxes of $414, $10, $(107) and $(152), respectively | (1,558) | (39) | 404 | 570 |
Pension and other postretirement effects, net of taxes of $0, $(35), $(1) and $(39), respectively | 0 | 133 | 2 | 146 |
Other comprehensive income (loss) | (327) | 1,700 | (203) | (3,360) |
Comprehensive income | 8,978 | 17,199 | 70,341 | 66,091 |
Less: Comprehensive (income) loss attributable to redeemable noncontrolling interest | (83) | 100 | (655) | (79) |
Comprehensive income attributable to CSW Industrials, Inc. | $ 8,895 | $ 17,299 | $ 69,686 | $ 66,012 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Cash flow hedging activity, taxes | $ 414 | $ 10 | $ (107) | $ (152) |
Pension and other postretirement effect, taxes | $ 0 | $ (35) | $ (1) | $ (39) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 24,988 | $ 18,455 |
Accounts receivable, net of allowance for expected credit losses of $845 and $1,365, respectively | 104,522 | 122,753 |
Inventories, net | 151,386 | 161,569 |
Prepaid expenses and other current assets | 26,612 | 20,279 |
Total current assets | 307,508 | 323,056 |
Property, plant and equipment, net of accumulated depreciation of $101,891 and $92,703, respectively | 89,344 | 88,235 |
Goodwill | 243,498 | 242,740 |
Intangible assets, net | 304,647 | 318,903 |
Other assets | 48,134 | 70,519 |
Total assets | 993,131 | 1,043,453 |
Current liabilities: | ||
Accounts payable | 43,421 | 40,651 |
Accrued and other current liabilities | 67,706 | 67,388 |
Total current liabilities | 111,127 | 108,039 |
Long-term debt | 153,000 | 253,000 |
Retirement benefits payable | 1,127 | 1,158 |
Other long-term liabilities | 119,686 | 137,117 |
Total liabilities | 384,940 | 499,314 |
Commitments and contingencies (See Note 13) | ||
Redeemable noncontrolling interest | 19,119 | 18,464 |
Equity: | ||
Common shares, $0.01 par value Shares authorized - 50,000 Shares issued - 16,431 and 16,378, respectively | 164 | 163 |
Preferred shares, $0.01 par value Shares authorized (10,000) and issued (0) | 0 | 0 |
Additional paid-in capital | 134,247 | 123,336 |
Treasury shares, at cost (932 and 902 shares, respectively) | (91,016) | (82,734) |
Retained earnings | 554,289 | 493,319 |
Accumulated other comprehensive loss | (8,612) | (8,409) |
Total equity | 589,072 | 525,675 |
Total liabilities, redeemable noncontrolling interest and equity | $ 993,131 | $ 1,043,453 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for expected credit losses | $ 845 | $ 1,365 |
Property, plant and equipment, accumulated depreciation | $ 101,891 | $ 92,703 |
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) | 16,464,000 | 16,378,000 |
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) | 932,000 | 902,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance at beginning of period at Mar. 31, 2022 | $ 469,086 | $ 162 | $ (46,448) | $ 112,924 | $ 407,522 | $ (5,074) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,284 | 2,284 | ||||
Stock activity under stock plans | (2,002) | (2,002) | ||||
Repurchase of common shares | (30,491) | (30,491) | ||||
Reissuance of treasury shares | 3,091 | 2,016 | 1,075 | |||
Net income | 29,443 | 29,443 | ||||
Dividends | (2,669) | 22 | (2,691) | |||
Other comprehensive income (loss), net of tax | (2,022) | (2,022) | ||||
Balance at end of period at Jun. 30, 2022 | 466,720 | 162 | (76,925) | 116,305 | 434,274 | (7,096) |
Balance at beginning of period at Mar. 31, 2022 | 469,086 | 162 | (46,448) | 112,924 | 407,522 | (5,074) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 69,372 | |||||
Other comprehensive income (loss), net of tax | (3,360) | |||||
Balance at end of period at Dec. 31, 2022 | 498,768 | 163 | (82,729) | 120,860 | 468,908 | (8,434) |
Balance at beginning of period at Jun. 30, 2022 | 466,720 | 162 | (76,925) | 116,305 | 434,274 | (7,096) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,447 | 2,447 | ||||
Stock activity under stock plans | (11) | (11) | ||||
Repurchase of common shares | (5,064) | (5,064) | ||||
Reissuance of treasury shares | 273 | 770 | (497) | |||
Net income | 24,331 | 24,331 | ||||
Dividends | (2,625) | 18 | (2,643) | |||
Other comprehensive income (loss), net of tax | (3,038) | (3,038) | ||||
Balance at end of period at Sep. 30, 2022 | 483,033 | 162 | (81,230) | 118,273 | 455,962 | (10,134) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,566 | 2,566 | ||||
Stock activity under stock plans | (1,398) | 1 | (1,399) | |||
Repurchase of common shares | (100) | (100) | ||||
Net income | 15,599 | 15,599 | ||||
Dividends | (2,632) | 21 | (2,653) | |||
Other comprehensive income (loss), net of tax | 1,700 | 1,700 | ||||
Balance at end of period at Dec. 31, 2022 | 498,768 | 163 | (82,729) | 120,860 | 468,908 | (8,434) |
Balance at beginning of period at Mar. 31, 2023 | 525,675 | 163 | (82,734) | 123,336 | 493,319 | (8,409) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,805 | 2,805 | ||||
Stock activity under stock plans | (2,864) | (2,864) | ||||
Reissuance of treasury shares | 4,818 | 2,526 | 2,292 | |||
Net income | 30,611 | 30,611 | ||||
Dividends | (2,947) | 18 | (2,965) | |||
Other comprehensive income (loss), net of tax | 1,996 | 1,996 | ||||
Balance at end of period at Jun. 30, 2023 | 560,094 | 163 | (83,072) | 128,451 | 520,965 | (6,413) |
Balance at beginning of period at Mar. 31, 2023 | 525,675 | 163 | (82,734) | 123,336 | 493,319 | (8,409) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 69,889 | |||||
Other comprehensive income (loss), net of tax | (203) | |||||
Balance at end of period at Dec. 31, 2023 | 589,072 | 164 | (91,016) | 134,247 | 554,289 | (8,612) |
Balance at beginning of period at Jun. 30, 2023 | 560,094 | 163 | (83,072) | 128,451 | 520,965 | (6,413) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 2,750 | 2,750 | ||||
Repurchase of common shares | (1,147) | (1,147) | ||||
Net income | 30,055 | 30,055 | ||||
Dividends | (2,953) | 23 | (2,976) | |||
Other comprehensive income (loss), net of tax | (1,872) | (1,872) | ||||
Balance at end of period at Sep. 30, 2023 | 586,927 | 163 | (84,219) | 131,224 | 548,044 | (8,285) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation | 3,000 | 3,000 | ||||
Stock activity under stock plans | (2,097) | 1 | (2,098) | |||
Repurchase of common shares | (4,699) | (4,699) | ||||
Net income | 9,222 | 9,222 | ||||
Dividends | (2,954) | 23 | (2,977) | |||
Other comprehensive income (loss), net of tax | (327) | (327) | ||||
Balance at end of period at Dec. 31, 2023 | $ 589,072 | $ 164 | $ (91,016) | $ 134,247 | $ 554,289 | $ (8,612) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 70,544 | $ 69,451 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 10,077 | 9,463 |
Amortization of intangible and other assets | 17,584 | 16,842 |
Provision for inventory reserves | 2,541 | 1,878 |
Provision for doubtful accounts | 544 | 1,613 |
Share-based and other executive compensation | 8,555 | 7,296 |
Loss (gain) on disposals of property, plant and equipment | (1,336) | 48 |
Net pension benefit | 50 | 141 |
Impairment of assets | 90 | 156 |
Deferred taxes | 2,732 | (1,094) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 17,846 | 21,963 |
Inventories | 7,796 | (28,270) |
Prepaid expenses and other current assets | (6,720) | (8,343) |
Other assets | 1,066 | 185 |
Accounts payable and other current liabilities | 9,601 | (7,348) |
Retirement benefits payable and other liabilities | 944 | 91 |
Net cash provided by operating activities | 141,914 | 84,072 |
Cash flows from investing activities: | ||
Capital expenditures | (11,668) | (8,268) |
Proceeds from sale of assets held for investment | 1,665 | 70 |
Proceeds from sale of assets | 157 | 0 |
Cash paid for acquisitions | (5,284) | (55,524) |
Net cash used in investing activities | (15,130) | (63,722) |
Cash flows from financing activities: | ||
Borrowings on line of credit | 72,308 | 122,777 |
Repayments of line of credit and term loan | (172,308) | (99,018) |
Payments of deferred loan costs | 0 | (662) |
Purchase of treasury shares | (10,640) | (39,064) |
Proceeds from stock option activity | 0 | 272 |
Proceeds from acquisition of redeemable noncontrolling interest shareholder | 0 | 2,000 |
Dividends | (8,855) | (7,924) |
Net cash used in financing activities | (119,495) | (21,619) |
Effect of exchange rate changes on cash and equivalents | (756) | (629) |
Net change in cash and cash equivalents | 6,533 | (1,898) |
Cash and cash equivalents, beginning of period | 18,455 | 16,619 |
Cash and cash equivalents, end of period | $ 24,988 | $ 14,721 |
ORGANIZATION AND OPERATIONS AND
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES | ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES CSW Industrials, Inc. (“CSWI,” “we,” “our” or “us”) 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, Specialized Reliability Solutions and Engineered Building 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, general industrial, energy, rail transportation and mining. Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”). Our products are sold directly to end users or through designated channels in over 100 countries around the world, primarily including the U.S., Canada, the U.K. and Australia. Drawing on our innovative and proven technologies, we seek to deliver solutions primarily to contractors that place a premium on superior performance and reliability. We believe our brands are well-known in the specific end markets we serve and have a reputation for high quality. The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Balco®, Cover Guard TM , Deacon®, Falcon TM , Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®. These products are distributed through an extensive wholesale distribution network serving the HVAC/R, architecturally-specified buildings products, plumbing, general industrial, energy, rail transportation and mining end markets. Our desire to develop solutions for our contractors, combined with the differentiated nature of our niche product offerings, drives loyalty to our brands. We rely on both organic growth and inorganic growth through acquisitions to provide an increasingly broad portfolio of performance optimizing solutions that meet our customers’ ever-changing needs. We have a successful record of making attractive and synergistic acquisitions that support expansion of our broad portfolio of solutions, and we remain focused on identifying additional acquisition opportunities in our core end markets. We continue to assess and proactively manage the impacts of COVID-19 on all aspects of our business and geographies, including with respect to our employees, customers, communities and supply chain. During the three months ended December 31, 2023, the COVID-19 pandemic had no direct or indirect material impact on our consolidated operating results. While the Federal COVID-19 Public Health Emergency Declaration expired on May 11, 2023, the extent to which the COVID-19 pandemic may impact our business, results of operations, and financial condition will depend on future developments, which are uncertain and cannot be predicted. We continue to monitor the Russian invasion of Ukraine and its global impact. 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. Since shortly after the Russian invasion of Ukraine began in February 2022, we have had no commercial activities including sales in Russia, Belarus or Ukraine. 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. We are monitoring the Israel and the Gaza Strip conflict and its global impact. While the conflict continues to evolve and the outcome remains uncertain, we do not currently believe the Gaza Strip conflict will have a material impact on our business and results of operations. Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of December 31, 2023, and the results of operations for the nine-month period ended December 31, 2023 and 2022. All adjustments are of a normal, recurring nature. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Annual Report”). Accounting Policies We have consistently applied the accounting policies described in our Annual Report in preparing these condensed consolidated financial statements. Accounting Developments Pronouncements not yet implemented In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. This ASU will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Cover Guard, Inc. and AC Guard, Inc. On July 8, 2022, we acquired the assets of Cover Guard, Inc. (“CG”) and AC Guard, Inc. ("ACG"), based in Orlando, Florida, for an aggregate purchase price of $18.4 million, comprised of cash consideration of $18.0 million and additional contingent considerations initially measured at $0.4 million based on CG and ACG meeting defined financial targets over a period of 5 years. In conjunction with the acquisition, we agreed to pay an additional $3.7 million, comprised of cash consideration of $1.5 million and 5-year annuity payments (value of $2.2 million) to a third party to secure the related intellectual property. The total cash consideration at closing of $19.5 million was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in Note 7). CG and ACG product lines further expand Contractor Solutions’ offering of leading HVAC/R accessories. Through these differentiated products, our Contractor Solutions segment expects to achieve incremental ductless and ducted HVAC/R market penetration. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $0.4 million and was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations. The CG and ACG acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805 ("Topic 805"). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $1.8 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R and plumbing offerings and provide a meaningful value proposition to our end use customers. The allocation of the fair value of the assets acquired included customer lists ($9.8 million), patent ($1.8 million), trademarks ($0.7 million), inventory ($3.1 million), accounts receivable ($0.9 million) and equipment ($0.3 million). Customer lists and patents are being amortized over 15 years and 10 years, respectively, while trademarks and goodwill are not being amortized. The Company completed the analysis of the assets acquired, liabilities assumed and the related allocation during the three months ended September 30, 2023 . Goodwill and all intangible assets, including customer lists, trademarks and patent are deductible and amortized over 15 years for income tax purposes. CG and ACG activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality. The additional $3.7 million we agreed to pay a third party was accounted for as an acquisition of intellectual property and is being amortized over 15 years. Falcon Stainless, Inc. On October 4, 2022, we acquired 100% of the outstanding equity of Falcon Stainless, Inc. ("Falcon"), based in Temecula, California, for an aggregate purchase price of $37.1 million (including $1.0 million cash acquired), comprising cash consideration of $34.6 million and an additional payment of $2.5 million due one-year from the acquisition date assuming certain business conditions are met. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in Note 7). Falcon products are well-known among the professional trades for supplying enhanced water flow delivery and customer satisfaction and supplement our Contractor Solutions segment's existing product portfolio. The Falcon acquisition was accounted for as a business combination under Topic 805. The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $17.5 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing plumbing offerings and provide a meaningful value proposition to our end use customers. The allocation of the fair value of the assets acquired comprises customer lists ($17.7 million), trademarks ($4.7 million), accounts receivable ($1.4 million), cash ($1.0 million), inventory ($0.7 million), other current asset ($0.1 million) and other assets ($3.0 million), net of current liabilities (0.7 million) and other liabilities ($8.4 million). Customer lists are being amortized over 15 years, while trademarks and goodwill are not being amortized. The Company completed the analysis of the assets acquired, liabilities assumed and the related allocation during the three months ended December 31, 2023. Goodwill and all intangible assets are not deductible for income tax purposes. Falcon activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality. |
CONSOLIDATION OF VARIABLE INTER
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST | CONSOLIDATION OF VARIABLE INTEREST ENTITY AND REDEEMABLE NONCONTROLLING INTEREST Whitmore Joint Venture On April 1, 2021, Whitmore Manufacturing, LLC (“Whitmore”), a wholly-owned subsidiary of CSWI, completed the formation of the 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 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 most significant activities due to its ability to direct the manufacturing decisions of the Whitmore JV. Whitmore JV's total net assets are presented below (in thousands): December 31, 2023 Cash $ 5,483 Accounts receivable, net 6,133 Inventories, net 3,273 Prepaid expenses and other current assets 290 Property, plant and equipment, net 14,116 Intangible assets, net 5,871 Other assets 222 Total assets $ 35,388 Accounts payable $ 3,524 Accrued and other current liabilities 1,718 Other long-term liabilities 166 Total liabilities $ 5,408 During the nine months ended December 31, 2023, the Whitmore JV generated net income of $1.3 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 during the month of July 2024 and every two years afterwards. 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 nine-month period ended December 31, 2023 were as follows (in thousands): Balance at March 31, 2023 $ 18,464 Net income attributable to redeemable noncontrolling interest 655 Balance at December 31, 2023 $ 19,119 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in thousands): December 31, 2023 March 31, 2023 Raw materials and supplies $ 47,498 $ 48,300 Work in process 5,086 5,250 Finished goods 106,097 113,104 Total inventories 158,681 166,654 Less: Obsolescence reserve (7,295) (5,085) Inventories, net $ 151,386 $ 161,569 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill as of December 31, 2023 and March 31, 2023 were as follows (in thousands): Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Balance at March 31, 2023 $ 209,160 $ 9,278 $ 24,302 $ 242,740 Falcon acquisition 85 — — 85 CG and ACG acquisitions 107 — — 107 Other acquisitions 261 — — 261 Currency translation 17 109 179 305 Balance at December 31, 2023 $ 209,630 $ 9,387 $ 24,481 $ 243,498 The following table provides information about our intangible assets (in thousands, except years): December 31, 2023 March 31, 2023 Weighted Avg Life (Years) Ending Gross Amount Accumulated Amortization Ending Gross Amount Accumulated Amortization Finite-lived intangible assets: Patents 11 $ 15,084 $ (9,065) $ 13,608 $ (8,546) Customer lists and amortized trademarks 14 325,665 (98,053) 324,472 (81,901) Non-compete agreements 5 1,000 (406) 950 (272) Other 11 6,274 (2,513) 6,377 (2,235) $ 348,023 $ (110,037) $ 345,407 $ (92,954) Trade names and trademarks not being amortized: $ 66,661 $ — $ 66,450 $ — Amortization expenses for the three and nine months ended December 31, 2023 were $5.7 million and $17.0 million, respectively. Amortization expenses for the three and nine months ended December 31, 2022 were $5.8 million and $16.4 million, respectively. The following table shows the estimated future amortization for intangible assets, as of December 31, 2023, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands): 2024 $ 5,622 2025 21,790 2026 21,423 2027 20,628 2028 20,247 Thereafter 148,276 Total $ 237,986 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Refer to Note 5 to our consolidated financial statements included in our Annual Report for a description of the 2015 Equity and Incentive Compensation Plan (the "2015 Plan"). As of December 31, 2023, 337,565 shares were available for issuance under the 2015 Plan. We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Share-based compensation expense $ 3,000 $ 2,566 $ 8,554 $ 7,296 Related income tax benefit (750) (640) (2,139) (1,823) Net share-based compensation expense $ 2,250 $ 1,926 $ 6,415 $ 5,473 Restricted share activity was as follows: Nine Months Ended December 31, 2023 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2023: 232,051 $ 138.14 Granted 88,977 185.44 Vested (95,206) 89.17 Canceled (5,003) 142.09 Outstanding at December 31, 2023 220,819 $ 166.29 During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of December 31, 2023 and 2022 included 96,814 and 99,474 shares (at target), respectively, with performance-based vesting provisions, and a vesting range of 0%-200% based on pre-defined performance targets with market conditions. Performance-based awards accrue dividend equivalents, which are settled upon (and to the extent of) vesting of the underlying award and do not have the right to vote until vested. Performance-based awards are earned upon the achievement of objective performance targets and are payable in common shares. Compensation expense is calculated based on the fair market value as determined by a Monte Carlo simulation and is recognized over a 36-month cliff vesting period. We granted no awards with performance-based vesting provisions during the three months ended December 31, 2023 and 2022. We granted 29,120 and 21,087 awards with performance-based vesting provisions during the nine months ended December 31, 2023 and 2022, respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Debt consists of the following (in thousands): December 31, 2023 March 31, 2023 Revolving Credit Facility, interest rate of 6.70% and 6.21% (a) $ 153,000 $ 253,000 Less: Current portion — — Long-term debt $ 153,000 $ 253,000 (a) Represents the interest rate effective on December 31, 2023, and March 31, 2023, respectively, excluding the impact from the interest rate swap. Revolving Credit Facility As discussed in Note 8 to our consolidated financial statements included in our Annual Report, prior to May 2021, we maintained a five-year, $300.0 million revolving credit facility agreement (the "First Credit Agreement"), which was scheduled to mature on September 15, 2022. On May 18, 2021, we entered into a Second Amended and Restated Credit Agreement (the “Second Credit Agreement”), which replaced the First Credit Agreement and initially provided for a $400.0 million revolving credit facility with a $25.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans, with an additional $150 million accordion feature. The Second Credit Agreement is scheduled to mature on May 18, 2026. The Company incurred a total of $2.3 million in underwriting fees in connection with the Second Credit Agreement, which are being amortized over the life of the Second Credit Agreement. Borrowings under the Second Credit Agreement bear interest at either base rate plus between 0.25% to 1.5% or LIBOR plus between 1.25% to 2.5%, 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 pay a commitment fee between 0.15% to 0.4% based on the Company's leverage ratio for the unutilized portion of this facility. Interest and commitment fees are payable at least quarterly and the outstanding principal balance is due at the maturity date. The Second Credit Agreement is secured by a first priority lien on all tangible and intangible assets and stock issued by the Company and its domestic subsidiaries, subject to specified exceptions, and 65% of the voting equity interests in its first-tier foreign subsidiaries. On December 15, 2022, the Company entered into an Incremental Assumption Agreement No. 1 and Amendment No. 2 to the Second Credit Agreement (the “Second Amendment”) to utilize a portion of the accordion feature, thus increasing the commitment from $400.0 million to $500.0 million, and concurrently reduced the available incremental accordion by a corresponding amount (the term "Revolving Credit Facility" as used throughout this document refers to the First Credit Agreement, the Second Credit Agreement and the Second Amendment, as applicable). The Second Amendment also replaced the LIBOR Rate with individualized metrics based on the specific denomination of borrowings, including a metric based on Term SOFR (as defined in the Second Credit Agreement) for borrowings denominated in U.S. Dollars. The Company incurred a total of $0.1 million in underwriting fees in connection with the Second Amendment, which are being amortized over the remaining term of the Second Credit Agreement. During the nine months ended December 31, 2023, we borrowed $72.3 million and repaid $172.3 million under the Revolving Credit Facility. As of December 31, 2023 and March 31, 2023, we had $153.0 million and $253.0 million, respectively, of outstanding borrowings under the Revolving Credit Facility, which resulted in borrowing capacity under the Revolving Credit Facility of $347.0 million and $247.0 million, respectively. The financial covenants contained in the Second Credit Agreement require the maintenance of a maximum leverage ratio of 3.00 to 1.00, subject to a temporary increase to 3.75 to 1.00 for 18 months following the consummation of permitted acquisitions with consideration in excess of certain threshold amounts set forth in the Second Credit Agreement. The Second Credit Agreement also requires the maintenance of a minimum fixed charge coverage ratio of 1.25 to 1.00, the calculations and terms of which are defined in the Second Credit Agreement. Covenant compliance is tested quarterly, and we were in compliance with all covenants as of December 31, 2023. Interest payments on the first $100.0 million borrowing under the Revolving Credit Facility are hedged under an interest rate swap agreement as described in Note 9. Whitmore Term Loan Prior to January 20, 2023, Whitmore maintained a secured term loan (the "Whitmore Term Loan") related to a warehouse and corporate office building and the remodel of an existing manufacturing and research and development facility. The Whitmore Term Loan required payments of $0.1 million each quarter. Borrowings under this term loan bore interest at a rate of one month LIBOR plus 2.0%. On January 20, 2023, the Whitmore Term Loan was paid off using borrowings under our Revolving Credit Facility discussed above. As such, as of December 31, 2023 and March 31, 2023, there were no outstanding principal amounts under the Whitmore Term Loan. Interest payments under the Whitmore Term Loan were hedged under an interest rate swap agreement until January 9, 2023, when the interest rate swap agreement was terminated. |
LEASES
LEASES | 9 Months Ended |
Dec. 31, 2023 | |
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 24 years, s ome of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements. Three Months Ended December 31, Nine Months Ended December 31, (in thousands) 2023 2022 2023 2022 Components of Operating Lease Expenses Operating lease expense (a) $ 2,426 $ 2,727 $ 7,704 $ 8,002 Short-term lease expense 179 227 514 635 Total operating lease expense $ 2,605 $ 2,954 $ 8,218 $ 8,637 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) December 31, 2023 March 31, 2023 Operating Lease Assets and Liabilities Right-of-use assets, net (a) $ 39,301 $ 59,815 Short-term lease liabilities (b) $ 9,379 $ 9,784 Long-term lease liabilities (b) 34,943 55,590 Total operating lease liabilities $ 44,322 $ 65,374 (a) Included in other assets (b) Included in accrued and other current liabilities and other long-term liabilities Nine Months Ended December 31, (in thousands) 2023 2022 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 8,460 $ 8,184 Right-of-use assets obtained in exchange for new operating lease obligations 1,100 2,348 Decrease in right-of-use assets and operating lease liabilities due to lease remeasurement 15,371 — (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) 6.44 7.25 Weighted average discount rate 2.7 % 2.3 % Maturities of operating lease liabilities were as follows (in thousands): Year Ending March 31, 2024 (excluding the nine months ended December 31, 2023) $ 2,943 2025 9,696 2026 7,905 2027 7,486 2028 6,060 Thereafter 14,015 Total lease liabilities 48,105 Less: Imputed interest (3,783) Present value of lease liabilities $ 44,322 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING | 9 Months Ended |
Dec. 31, 2023 | |
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. All interest rate swaps are highly effective. Prior to January 9, 2023, we had an interest rate swap to hedge our exposure to variability in cash flows from interest payments on our Whitmore Term Loan. On January 9, 2023, this interest rate swap was terminated when the loan was paid off and resulted in a cash receipt of $0.2 million. On February 7, 2023, we entered into an interest rate swap to hedge our exposure to variability in cash flows from interest payments on the first $100.0 million borrowing under our Revolving Credit Facility. This interest rate swap fixes the one-month SOFR rate at 3.85% for the first $100.0 million borrowing under our Revolving Credit Facility and will expire May 18, 2026. As of December 31, 2023 and March 31, 2023, we had $100.0 million and $100.0 million, respectively, of notional amount in outstanding designated interest rate swaps with third parties. The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands): December 31, 2023 March 31, 2023 Current derivative asset $ 942 $ 877 Non-current derivative liabilities 574 1,021 The impact of changes in fair value of the interest rate swap is included in Note 15. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three and nine months ended December 31, 2023 and 2022 (amounts in thousands, except per share data): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income $ 9,305 $ 15,499 $ 70,544 $ 69,451 Less: (Income) Loss attributable to redeemable noncontrolling interest (83) 100 (655) (79) Net income attributable to CSW Industrials, Inc. shareholders $ 9,222 $ 15,599 $ 69,889 $ 69,372 Weighted average shares: Common stock 15,443 15,364 15,430 15,413 Participating securities 103 112 107 107 Denominator for basic earnings per common share 15,546 15,476 15,537 15,520 Potentially dilutive securities 50 36 41 34 Denominator for diluted earnings per common share 15,596 15,512 15,578 15,554 Net income per share attributable to CSW Industrials, Inc. shareholders: Basic $ 0.59 $ 1.01 $ 4.50 $ 4.47 Diluted $ 0.59 $ 1.01 $ 4.49 $ 4.46 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Share Repurchase Program On November 7, 2018, we announced that our Board of Directors authorized a program to repurchase up to $75.0 million of our common stock over a two-year period. On October 30, 2020, we announced that our Board of Directors authorized a new program to repurchase up to $100.0 million of our common stock, which replaced the prior announced $75.0 million program. On December 16, 2022, we announced that our Board of Directors authorized a new $100.0 million share repurchase program, which replaced the previously announced $100.0 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 date of December 31, 2024, for completion of the current repurchase program; however, the program may be limited or terminated at any time at our discretion without notice. Under the current $100.0 million repurchase program, a total of 25,914 were repurchased for the three months ended December 31, 2023 for $4.7 million. Under the current $100.0 million repurchase program, a total of 32,345 were repurchased for the nine months ended December 31, 2023 for $5.8 million. Under the prior $100.0 million repurchase program, 336,347 shares were repurchased during the nine months ended December 31, 2022 for $35.7 million. Dividends We commenced a quarterly dividend program in April 2019. On April 14, 2022, we announced a quarterly dividend increase to $0.17 per share. On April 14, 2023, we announced another quarterly dividend increase to $0.19 per share. Total dividends of $2.9 million and $2.6 million were paid during the three months ended December 31, 2023 and 2022, respectively. Total dividends of $8.9 million and $7.9 million were paid during the nine months ended December 31, 2023 and 2022, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level 2 inputs. The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at variable rates. The carrying amounts of other financial instruments (i.e., cash and cash equivalents, accounts receivable, net, accounts payable) approximate their fair values as of December 31, 2023 and March 31, 2023 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. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES From time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. There are no matters pending, whether individually or in the aggregate, that we currently believe have a reasonable possibility of having a material impact to our business, consolidated financial position, results of operations or cash flows. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended December 31, 2023, we earned $16.4 million from operations before taxes and provided for income taxes of $7.1 million, resulting in an effective tax rate of 43.2%. For the nine months ended December 31, 2023, we earned $98.5 million from operations before taxes and provided for income taxes of $28.0 million resulting in an effective tax rate of 28.4%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2023 primarily due to the tax impact on the release of the indemnification assets related to the T.A. Industries, Inc. ("TRUaire") and Falcon acquisitions, the release of related uncertain tax positions ("UTP"), the impact of US federal provision to return adjustments, state income tax (net of federal benefit), executive compensation limitations, and the inclusions related to foreign operations. In connection with the TRUaire acquisition that closed in December 2020, the Company recognized a UTP of $17.3 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification included in the TRUaire acquisition agreement, the seller provided a contractual indemnification to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years and we recognized a tax indemnification asset of $12.5 million. This tax indemnification asset will either be settled or expire by December 2023. During the three months ended March 31, 2021, as a result of the audit closure of a pre-acquisition tax period for TRUaire, $5.0 million of the tax indemnification asset was released along with the relevant UTP of $5.3 million. During the three months ended December 31, 2022, TRUaire's Vietnam entity concluded its audit for the tax periods from January 1, 2019 to March 31, 2022 and received an audit closing letter from the tax authority. As a result, $1.5 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released and recorded as an income tax benefit for the three months ended December 31, 2022. During the three months ended December 31, 2023, the remaining $7.5 million tax indemnification asset expired and was recognized as non-cash other expense on the statement of income, which is not deductible for income tax purposes. As of December 31, 2023, the UTP accrual related to TRUaire's pre-acquisition tax periods was $14.3 million and is expected to be released in the future as the statutes on the open tax years expire. In connection with the Falcon acquisition that closed in October 2022, the Company recognized a UTP of $3.0 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification included in the Falcon acquisition agreement, the sellers provided a contractual indemnification to the Company for up to $4.5 million related to UTPs taken in pre-acquisition years, and we recognized an initial tax indemnification asset of $3.0 million through purchase accounting, which will increase as additional interest and penalties on UTPs are accrued. This tax indemnification asset will either be settled or expire upon the closure of the tax statutes for the pre-acquisition periods. During the three months ended December 31, 2023, as a result of the statute expiration of the 2019 federal tax return, $1.0 million UTP was released and the related $1.0 million tax indemnification asset expired concurrently and was recognized as non-cash other expense on the statement of income, which is not deductible for income tax purposes. As of December 31, 2023, the UTP reserve and offsetting indemnification asset related to Falcon's pre-acquisition period were $2.4 million. The Falcon UTP reserves and offsetting indemnification asset will either be settled or expire upon the closure of the tax statutes for the pre-acquisition period. For the three months ended December 31, 2022, we earned $18.2 million from operations before taxes and provided for income taxes of $2.7 million, resulting in an effective tax rate of 14.7%. For the nine months ended December 31, 2022, we earned $89.7 million from operations before taxes and provided for income taxes of $20.2 million, resulting in an effective tax rate of 22.6%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2022 primarily due to a net decrease in the reserves for UTPs, excess tax deductions related to stock compensation, excess tax deductions related to Foreign-derived intangible income ("FDII") and the impact of US federal provision to return adjustment, partially offset by state income tax, net of federal benefit and executive compensation limitations. The Company expects $0.8 million of existing reserves for UTPs to either be settled or expire within the next 12 months as the statute of limitations expire. One of our Canadian subsidiaries received proposed assessments resulting from audits by the taxing authority for tax years 2017-2020, and we have included the immaterial impact of the proposed assessments in the income tax expense for the nine months ended December 31, 2023. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The following table provides an analysis of the changes in accumulated other comprehensive loss (in thousands): Three Months Ended December 31, 2023 2022 Currency translation adjustments: Balance at beginning of period $ (10,030) $ (10,120) Adjustments for foreign currency translation 1,231 1,606 Balance at end of period $ (8,799) $ (8,514) Interest rate swaps: Balance at beginning of period $ 1,848 $ 339 Unrealized losses, net of taxes of $331 and $10, respectively (a) (1,244) (39) Reclassification of losses (gains) included in interest expense, net of taxes of $83 and $0, respectively (314) — Other comprehensive income (1,558) (39) Balance at end of period $ 290 $ 300 Defined benefit plans: Balance at beginning of period $ (103) $ (353) Amortization of net losses, net of taxes of $0 and $(35), respectively (b) — 133 Balance at end of period $ (103) $ (220) Nine Months Ended December 31, 2023 2022 Currency translation adjustments: Balance at beginning of period $ (8,190) $ (4,438) Adjustments for foreign currency translation (609) (4,076) Balance at end of period $ (8,799) $ (8,514) Interest rate swaps: Balance at beginning of period $ (114) $ (270) Unrealized gains, net of taxes of $(336) and $(137), respectively (a) 1,265 516 Reclassification of (gains) losses included in interest expense, net, net of taxes of $229 and $(14), respectively (861) 54 Other comprehensive income 404 570 Balance at end of period $ 290 $ 300 Defined benefit plans: Balance at beginning of period (105) (366) Amortization of net losses, net of taxes of $(1) and $(39), respectively (b) $ 2 $ 146 Balance at end of period $ (103) $ (220) (a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest payments are made. We expect to recognize a gain of $0.7 million, net of deferred taxes, over the next twelve months related to the designated cash flow hedge based on its fair value at December 31, 2023. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Refer to Note 19 to our consolidated financial statements included in our Annual Report for a description of our disaggregation of revenues. Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Three Months Ended December 31, 2023 Nine Months Ended December 31, 2023 Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Build-to-order $ — $ — $ 24,167 $ 24,167 $ — $ — $ 73,463 $ 73,463 Book-and-ship 113,434 33,672 3,694 150,800 389,392 107,929 11,196 508,517 Net revenues $ 113,434 $ 33,672 $ 27,861 $ 174,967 $ 389,392 $ 107,929 $ 84,659 $ 581,980 Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Build-to-order $ — $ — $ 21,509 $ 21,509 $ — $ — $ 68,366 $ 68,366 Book-and-ship 110,171 36,303 3,110 149,584 374,377 108,864 10,612 493,853 Net revenues $ 110,171 $ 36,303 $ 24,619 $ 171,093 $ 374,377 $ 108,864 $ 78,978 $ 562,219 Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands): Balance at April 1, 2023: $ 637 Revenue recognized during the period (574) New contracts and revenue added to existing contracts during the period 585 Balance at December 31, 2023 $ 648 |
SEGMENTS
SEGMENTS | 9 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS As discussed in Note 20 to our consolidated financial statements in our Annual Report, we conduct our operations through three reportable segments: • Contractor Solutions • Specialized Reliability Solutions • Engineered Building 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). Three Months Ended December 31, 2023: (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 113,434 $ 33,672 $ 27,861 $ 174,967 $ — $ 174,967 Intersegment revenue 1,978 40 — 2,018 (2,018) — Operating income 25,751 3,740 3,537 33,028 (5,447) 27,581 Three Months Ended December 31, 2022: (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 110,171 $ 36,303 $ 24,619 $ 171,093 $ — $ 171,093 Intersegment revenue 1,736 32 — 1,768 (1,768) — Operating income 21,829 3,921 2,257 28,007 (4,895) 23,112 Nine Months Ended December 31, 2023 (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 389,392 $ 107,929 $ 84,659 $ 581,980 $ — $ 581,980 Intersegment revenue 5,876 108 — 5,984 (5,984) — Operating income 104,443 15,534 13,029 133,006 (18,226) 114,780 Nine Months Ended December 31, 2022 (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 374,377 $ 108,864 $ 78,978 $ 562,219 $ — $ 562,219 Intersegment revenue 5,454 95 — 5,549 (5,549) — Operating income 90,416 13,658 10,172 114,246 (14,944) 99,302 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income | $ 9,222 | $ 30,055 | $ 30,611 | $ 15,599 | $ 24,331 | $ 29,443 | $ 69,889 | $ 69,372 |
Insider Trading Arrangements
Insider Trading Arrangements - Joseph B. Armes [Member] | 3 Months Ended | 9 Months Ended |
Dec. 31, 2023 shares | Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Securities Trading Plans of Directors and Executive Officers On November 17, 2023, Joseph B. Armes, Chairman, Chief Executive Officer and President of the Company, entered into an amended Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K promulgated under the Exchange Act), the terms of which mirror his prior Rule 10b5-1 trading agreement that terminated in December 2023. The amended trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) of the Exchange Act. Under the amended trading agreement, Mr. Armes may sell in the open market at prevailing prices on specified dates (subject to minimum price thresholds) an aggregate of up to 12,000 shares of the Company’s common stock. The shares are intended to be sold on a monthly basis in equal installments, to the extent practicable. Any sales under the trading arrangement will be made during the period beginning February 20, 2024 until the Plan terminates in January 2025. | |
Name | Joseph B. Armes | |
Title | Chairman, Chief Executive Officer and President | |
Adoption Date | November 17, 2023 | |
Arrangement Duration | 346 days | |
Aggregate Available | 12,000 | 12,000 |
ORGANIZATION AND OPERATIONS A_2
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of December 31, 2023, and the results of operations for the nine-month period ended December 31, 2023 and 2022. All adjustments are of a normal, recurring nature. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Annual Report”). |
Accounting Developments | Accounting Developments Pronouncements not yet implemented In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. This ASU will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures. |
CONSOLIDATION OF VARIABLE INT_2
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Whitmore JV's total net assets are presented below (in thousands): December 31, 2023 Cash $ 5,483 Accounts receivable, net 6,133 Inventories, net 3,273 Prepaid expenses and other current assets 290 Property, plant and equipment, net 14,116 Intangible assets, net 5,871 Other assets 222 Total assets $ 35,388 Accounts payable $ 3,524 Accrued and other current liabilities 1,718 Other long-term liabilities 166 Total liabilities $ 5,408 |
Schedule of Changes in Redeemable Noncontrolling Interest | Changes in redeemable noncontrolling interest for the nine-month period ended December 31, 2023 were as follows (in thousands): Balance at March 31, 2023 $ 18,464 Net income attributable to redeemable noncontrolling interest 655 Balance at December 31, 2023 $ 19,119 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): December 31, 2023 March 31, 2023 Raw materials and supplies $ 47,498 $ 48,300 Work in process 5,086 5,250 Finished goods 106,097 113,104 Total inventories 158,681 166,654 Less: Obsolescence reserve (7,295) (5,085) Inventories, net $ 151,386 $ 161,569 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of December 31, 2023 and March 31, 2023 were as follows (in thousands): Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Balance at March 31, 2023 $ 209,160 $ 9,278 $ 24,302 $ 242,740 Falcon acquisition 85 — — 85 CG and ACG acquisitions 107 — — 107 Other acquisitions 261 — — 261 Currency translation 17 109 179 305 Balance at December 31, 2023 $ 209,630 $ 9,387 $ 24,481 $ 243,498 |
Schedule of Intangible Assets | The following table provides information about our intangible assets (in thousands, except years): December 31, 2023 March 31, 2023 Weighted Avg Life (Years) Ending Gross Amount Accumulated Amortization Ending Gross Amount Accumulated Amortization Finite-lived intangible assets: Patents 11 $ 15,084 $ (9,065) $ 13,608 $ (8,546) Customer lists and amortized trademarks 14 325,665 (98,053) 324,472 (81,901) Non-compete agreements 5 1,000 (406) 950 (272) Other 11 6,274 (2,513) 6,377 (2,235) $ 348,023 $ (110,037) $ 345,407 $ (92,954) Trade names and trademarks not being amortized: $ 66,661 $ — $ 66,450 $ — |
Schedule of Estimated Future Amortization for Intangible Assets | The following table shows the estimated future amortization for intangible assets, as of December 31, 2023, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands): 2024 $ 5,622 2025 21,790 2026 21,423 2027 20,628 2028 20,247 Thereafter 148,276 Total $ 237,986 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Share-based compensation expense $ 3,000 $ 2,566 $ 8,554 $ 7,296 Related income tax benefit (750) (640) (2,139) (1,823) Net share-based compensation expense $ 2,250 $ 1,926 $ 6,415 $ 5,473 |
Schedule of Restricted Share Activity | Restricted share activity was as follows: Nine Months Ended December 31, 2023 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2023: 232,051 $ 138.14 Granted 88,977 185.44 Vested (95,206) 89.17 Canceled (5,003) 142.09 Outstanding at December 31, 2023 220,819 $ 166.29 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debt consists of the following (in thousands): December 31, 2023 March 31, 2023 Revolving Credit Facility, interest rate of 6.70% and 6.21% (a) $ 153,000 $ 253,000 Less: Current portion — — Long-term debt $ 153,000 $ 253,000 (a) Represents the interest rate effective on December 31, 2023, and March 31, 2023, respectively, excluding the impact from the interest rate swap. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense, Operating Lease Assets and Liabilities, Supplemental Cash Flow, and Other Information | Three Months Ended December 31, Nine Months Ended December 31, (in thousands) 2023 2022 2023 2022 Components of Operating Lease Expenses Operating lease expense (a) $ 2,426 $ 2,727 $ 7,704 $ 8,002 Short-term lease expense 179 227 514 635 Total operating lease expense $ 2,605 $ 2,954 $ 8,218 $ 8,637 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) December 31, 2023 March 31, 2023 Operating Lease Assets and Liabilities Right-of-use assets, net (a) $ 39,301 $ 59,815 Short-term lease liabilities (b) $ 9,379 $ 9,784 Long-term lease liabilities (b) 34,943 55,590 Total operating lease liabilities $ 44,322 $ 65,374 (a) Included in other assets (b) Included in accrued and other current liabilities and other long-term liabilities Nine Months Ended December 31, (in thousands) 2023 2022 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 8,460 $ 8,184 Right-of-use assets obtained in exchange for new operating lease obligations 1,100 2,348 Decrease in right-of-use assets and operating lease liabilities due to lease remeasurement 15,371 — (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) 6.44 7.25 Weighted average discount rate 2.7 % 2.3 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Year Ending March 31, 2024 (excluding the nine months ended December 31, 2023) $ 2,943 2025 9,696 2026 7,905 2027 7,486 2028 6,060 Thereafter 14,015 Total lease liabilities 48,105 Less: Imputed interest (3,783) Present value of lease liabilities $ 44,322 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivatives | The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands): December 31, 2023 March 31, 2023 Current derivative asset $ 942 $ 877 Non-current derivative liabilities 574 1,021 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Earnings Per Share | The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three and nine months ended December 31, 2023 and 2022 (amounts in thousands, except per share data): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net income $ 9,305 $ 15,499 $ 70,544 $ 69,451 Less: (Income) Loss attributable to redeemable noncontrolling interest (83) 100 (655) (79) Net income attributable to CSW Industrials, Inc. shareholders $ 9,222 $ 15,599 $ 69,889 $ 69,372 Weighted average shares: Common stock 15,443 15,364 15,430 15,413 Participating securities 103 112 107 107 Denominator for basic earnings per common share 15,546 15,476 15,537 15,520 Potentially dilutive securities 50 36 41 34 Denominator for diluted earnings per common share 15,596 15,512 15,578 15,554 Net income per share attributable to CSW Industrials, Inc. shareholders: Basic $ 0.59 $ 1.01 $ 4.50 $ 4.47 Diluted $ 0.59 $ 1.01 $ 4.49 $ 4.46 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
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): Three Months Ended December 31, 2023 2022 Currency translation adjustments: Balance at beginning of period $ (10,030) $ (10,120) Adjustments for foreign currency translation 1,231 1,606 Balance at end of period $ (8,799) $ (8,514) Interest rate swaps: Balance at beginning of period $ 1,848 $ 339 Unrealized losses, net of taxes of $331 and $10, respectively (a) (1,244) (39) Reclassification of losses (gains) included in interest expense, net of taxes of $83 and $0, respectively (314) — Other comprehensive income (1,558) (39) Balance at end of period $ 290 $ 300 Defined benefit plans: Balance at beginning of period $ (103) $ (353) Amortization of net losses, net of taxes of $0 and $(35), respectively (b) — 133 Balance at end of period $ (103) $ (220) Nine Months Ended December 31, 2023 2022 Currency translation adjustments: Balance at beginning of period $ (8,190) $ (4,438) Adjustments for foreign currency translation (609) (4,076) Balance at end of period $ (8,799) $ (8,514) Interest rate swaps: Balance at beginning of period $ (114) $ (270) Unrealized gains, net of taxes of $(336) and $(137), respectively (a) 1,265 516 Reclassification of (gains) losses included in interest expense, net, net of taxes of $229 and $(14), respectively (861) 54 Other comprehensive income 404 570 Balance at end of period $ 290 $ 300 Defined benefit plans: Balance at beginning of period (105) (366) Amortization of net losses, net of taxes of $(1) and $(39), respectively (b) $ 2 $ 146 Balance at end of period $ (103) $ (220) (a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest payments are made. We expect to recognize a gain of $0.7 million, net of deferred taxes, over the next twelve months related to the designated cash flow hedge based on its fair value at December 31, 2023. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Three Months Ended December 31, 2023 Nine Months Ended December 31, 2023 Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Build-to-order $ — $ — $ 24,167 $ 24,167 $ — $ — $ 73,463 $ 73,463 Book-and-ship 113,434 33,672 3,694 150,800 389,392 107,929 11,196 508,517 Net revenues $ 113,434 $ 33,672 $ 27,861 $ 174,967 $ 389,392 $ 107,929 $ 84,659 $ 581,980 Three Months Ended December 31, 2022 Nine Months Ended December 31, 2022 Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Total Build-to-order $ — $ — $ 21,509 $ 21,509 $ — $ — $ 68,366 $ 68,366 Book-and-ship 110,171 36,303 3,110 149,584 374,377 108,864 10,612 493,853 Net revenues $ 110,171 $ 36,303 $ 24,619 $ 171,093 $ 374,377 $ 108,864 $ 78,978 $ 562,219 |
Schedule of Contract Liabilities | Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands): Balance at April 1, 2023: $ 637 Revenue recognized during the period (574) New contracts and revenue added to existing contracts during the period 585 Balance at December 31, 2023 $ 648 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Schedule 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). Three Months Ended December 31, 2023: (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 113,434 $ 33,672 $ 27,861 $ 174,967 $ — $ 174,967 Intersegment revenue 1,978 40 — 2,018 (2,018) — Operating income 25,751 3,740 3,537 33,028 (5,447) 27,581 Three Months Ended December 31, 2022: (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 110,171 $ 36,303 $ 24,619 $ 171,093 $ — $ 171,093 Intersegment revenue 1,736 32 — 1,768 (1,768) — Operating income 21,829 3,921 2,257 28,007 (4,895) 23,112 Nine Months Ended December 31, 2023 (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 389,392 $ 107,929 $ 84,659 $ 581,980 $ — $ 581,980 Intersegment revenue 5,876 108 — 5,984 (5,984) — Operating income 104,443 15,534 13,029 133,006 (18,226) 114,780 Nine Months Ended December 31, 2022 (in thousands) Contractor Solutions Specialized Reliability Solutions Engineered Building Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 374,377 $ 108,864 $ 78,978 $ 562,219 $ — $ 562,219 Intersegment revenue 5,454 95 — 5,549 (5,549) — Operating income 90,416 13,658 10,172 114,246 (14,944) 99,302 |
ORGANIZATION AND OPERATIONS A_3
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Details) | 9 Months Ended |
Dec. 31, 2023 brand country segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | segment | 3 |
Number of countries | country | 100 |
Number of brands | brand | 100 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Oct. 04, 2022 | Jul. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||||
Cash paid for acquisitions | $ 5,284 | $ 55,524 | |||
Goodwill | $ 243,498 | $ 242,740 | |||
Intellectual Property | |||||
Business Acquisition [Line Items] | |||||
Fair value of the assets acquired, finite-lived | $ 3,700 | ||||
Assets acquired, amortization period | 15 years | ||||
Cover Guard, Inc and AC Guard, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase price, amount transferred | $ 18,400 | ||||
Cash paid for acquisitions | 18,000 | ||||
Contingent consideration | $ 400 | ||||
Business combination target period | 5 years | ||||
Additional consideration | $ 1,500 | ||||
Liability consideration term | 5 years | ||||
Annuity value | $ 2,200 | ||||
Total consideration including additional consideration | 19,500 | ||||
Noncurrent contingent consideration | 400 | ||||
Goodwill | 1,800 | ||||
Fair value of inventory acquired | 3,100 | ||||
Fair value of accounts receivable acquired | 900 | ||||
Fair value of equipment acquired | 300 | ||||
Cover Guard, Inc and AC Guard, Inc. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Indefinitely lived intangible assets acquired | 700 | ||||
Cover Guard, Inc and AC Guard, Inc. | Customer Lists | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets acquired | $ 9,800 | ||||
Assets acquired, amortization period | 15 years | ||||
Cover Guard, Inc and AC Guard, Inc. | Patents | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets acquired | $ 1,800 | ||||
Assets acquired, amortization period | 10 years | ||||
Falcon Stainless, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase price, amount transferred | $ 37,100 | ||||
Cash paid for acquisitions | $ 34,600 | ||||
Liability consideration term | 1 year | ||||
Annuity value | $ 2,500 | ||||
Goodwill | 17,500 | ||||
Fair value of inventory acquired | 700 | ||||
Fair value of accounts receivable acquired | $ 1,400 | ||||
Percent of outstanding equity acquired | 100% | ||||
Cash acquired | $ 1,000 | ||||
Fair value of cash acquired | 1,000 | ||||
Fair value of other current assets acquired | 100 | ||||
Other assets | 3,000 | ||||
Fair value of current liabilities acquired | 700 | ||||
Fair value of other liabilities acquired | 8,400 | ||||
Falcon Stainless, Inc. | Trademarks | |||||
Business Acquisition [Line Items] | |||||
Indefinitely lived intangible assets acquired | 4,700 | ||||
Falcon Stainless, Inc. | Customer Lists | |||||
Business Acquisition [Line Items] | |||||
Finite lived intangible assets acquired | $ 17,700 | ||||
Assets acquired, amortization period | 15 years |
CONSOLIDATION OF VARIABLE INT_3
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Variable Interest Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Cash | $ 24,988 | $ 18,455 |
Inventories, net | 151,386 | 161,569 |
Prepaid expenses and other current assets | 26,612 | 20,279 |
Property, plant and equipment, net | 89,344 | 88,235 |
Total assets | 993,131 | 1,043,453 |
Other long-term liabilities | 119,686 | 137,117 |
Total liabilities | 384,940 | $ 499,314 |
Variable Interest Entity | Affiliated Entity | Whitmore JV | ||
Variable Interest Entity [Line Items] | ||
Cash | 5,483 | |
Accounts receivable, net | 6,133 | |
Inventories, net | 3,273 | |
Prepaid expenses and other current assets | 290 | |
Property, plant and equipment, net | 14,116 | |
Intangible assets, net | 5,871 | |
Other assets | 222 | |
Total assets | 35,388 | |
Accounts payable | 3,524 | |
Accrued and other current liabilities | 1,718 | |
Other long-term liabilities | 166 | |
Total liabilities | $ 5,408 |
CONSOLIDATION OF VARIABLE INT_4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Apr. 01, 2021 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||||||||
Net income | $ 9,222,000 | $ 30,055,000 | $ 30,611,000 | $ 15,599,000 | $ 24,331,000 | $ 29,443,000 | $ 69,889,000 | $ 69,372,000 | |
Variable Interest Entity | Affiliated Entity | Whitmore JV | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Net income | $ 1,300,000 | ||||||||
Interest sold (in percent) | 50% | ||||||||
Initiating member's equity interest | 90% | ||||||||
Period of written notice | 2 years |
CONSOLIDATION OF VARIABLE INT_5
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Changes In Redeemable Noncontrolling Interest (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Beginning balance | $ 18,464 |
Ending balance | 19,119 |
Variable Interest Entity | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Beginning balance | 18,464 |
Net income attributable to redeemable noncontrolling interest | 655 |
Ending balance | $ 19,119 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 47,498 | $ 48,300 |
Work in process | 5,086 | 5,250 |
Finished goods | 106,097 | 113,104 |
Total inventories | 158,681 | 166,654 |
Less: Obsolescence reserve | (7,295) | (5,085) |
Inventories, net | $ 151,386 | $ 161,569 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 242,740 |
Currency translation | 305 |
Balance at end of period | 243,498 |
Falcon acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 85 |
CG and ACG acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 107 |
Other acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 261 |
Contractor Solutions | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 209,160 |
Currency translation | 17 |
Balance at end of period | 209,630 |
Contractor Solutions | Falcon acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 85 |
Contractor Solutions | CG and ACG acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 107 |
Contractor Solutions | Other acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 261 |
Specialized Reliability Solutions | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 9,278 |
Currency translation | 109 |
Balance at end of period | 9,387 |
Specialized Reliability Solutions | Falcon acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 0 |
Specialized Reliability Solutions | CG and ACG acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 0 |
Specialized Reliability Solutions | Other acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 0 |
Engineered Building Solutions | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 24,302 |
Currency translation | 179 |
Balance at end of period | 24,481 |
Engineered Building Solutions | Falcon acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 0 |
Engineered Building Solutions | CG and ACG acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | 0 |
Engineered Building Solutions | Other acquisitions | |
Goodwill [Roll Forward] | |
Goodwill acquisitions | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 348,023 | $ 345,407 |
Accumulated Amortization | (110,037) | (92,954) |
Trademarks and Trade Names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Ending Gross Amount | $ 66,661 | 66,450 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 11 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 15,084 | 13,608 |
Accumulated Amortization | $ (9,065) | (8,546) |
Customer lists and amortized trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 14 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 325,665 | 324,472 |
Accumulated Amortization | $ (98,053) | (81,901) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 5 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 1,000 | 950 |
Accumulated Amortization | $ (406) | (272) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 11 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Ending Gross Amount | $ 6,274 | 6,377 |
Accumulated Amortization | $ (2,513) | $ (2,235) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 5.7 | $ 5.8 | $ 17 | $ 16.4 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Future Amortization of Finite-lived Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 5,622 |
2025 | 21,790 |
2026 | 21,423 |
2027 | 20,628 |
2028 | 20,247 |
Thereafter | 148,276 |
Total | $ 237,986 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Details) | Dec. 31, 2023 shares |
2015 Plan | Stock Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance (in shares) | 337,565 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation (Details) - Restricted Stock - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 3,000 | $ 2,566 | $ 8,554 | $ 7,296 |
Related income tax benefit | (750) | (640) | (2,139) | (1,823) |
Net share-based compensation expense | $ 2,250 | $ 1,926 | $ 6,415 | $ 5,473 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Share Activity (Details) - Restricted Stock | 9 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 232,051 |
Granted (in shares) | shares | 88,977 |
Vested (in shares) | shares | (95,206) |
Canceled (in shares) | shares | (5,003) |
Outstanding at end of period (in shares) | shares | 220,819 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (in USD per share) | $ / shares | $ 138.14 |
Granted (in USD per share) | $ / shares | 185.44 |
Vested (in USD per share) | $ / shares | 89.17 |
Canceled (in USD per share) | $ / shares | 142.09 |
Outstanding at end of period (in USD per share) | $ / shares | $ 166.29 |
SHARE-BASED COMPENSATION - Re_2
SHARE-BASED COMPENSATION - Restricted Stock Activity, Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Restricted Stock Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested restricted shares outstanding (in shares) | 96,814 | 99,474 | 96,814 | 99,474 | |
Restricted Stock Performance Shares | Cliff Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 36 months | ||||
Stock/units granted (in shares) | 29,120 | 21,087 | |||
Restricted Stock Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based vesting range | 0% | ||||
Restricted Stock Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based vesting range | 200% | ||||
Restricted Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested restricted shares outstanding (in shares) | 220,819 | 220,819 | 232,051 | ||
Stock/units granted (in shares) | 88,977 | ||||
Unrecognized compensation costs related to unvested restricted shares | $ 22.3 | $ 22.3 | |||
Weighted average vesting period | 2 years 3 months 18 days | ||||
Fair value of restricted shares granted | 5.5 | $ 5.4 | $ 12.2 | $ 9.4 | |
Fair value of restricted shares vested | $ 6.3 | $ 4.7 | $ 14.7 | $ 10.1 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: Current portion | $ 0 | $ 0 |
Long-term debt | $ 153,000 | $ 253,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.70% | 6.21% |
Revolving credit facility, amount outstanding | $ 153,000 | $ 253,000 |
LONG-TERM DEBT - Revolving Cred
LONG-TERM DEBT - Revolving Credit Facility (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
May 18, 2021 | May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Feb. 07, 2023 | Dec. 15, 2022 | Dec. 14, 2022 | |
Debt Instrument [Line Items] | ||||||||
Borrowings on line of credit | $ 72,308,000 | $ 122,777,000 | ||||||
Repayments of long-term debt | 172,308,000 | $ 99,018,000 | ||||||
Interest Rate Swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative, amount of hedged item | $ 100,000,000 | |||||||
Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 3 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of voting equity interests in first-tier foreign subsidiaries | 0.65 | |||||||
Revolving credit facility, amount outstanding | 153,000,000 | $ 253,000,000 | ||||||
Revolving Credit Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate | 1% | |||||||
Revolving Credit Facility | Fed Funds Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate | 0.50% | |||||||
Revolving Credit Facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, term | 5 years | |||||||
Maximum borrowing capacity | $ 400,000,000 | $ 300,000,000 | $ 500,000,000 | $ 400,000,000 | ||||
Line of credit facility, accordion feature | 150,000,000 | |||||||
Debt discount and issuance costs | $ 2,300,000 | $ 100,000 | ||||||
Borrowings on line of credit | 72,300,000 | |||||||
Repayments of long-term debt | 172,300,000 | |||||||
Revolving credit facility, amount outstanding | 153,000,000 | 253,000,000 | ||||||
Line of credit facility, remaining borrowing capacity | $ 347,000,000 | $ 247,000,000 | ||||||
Maximum leverage ratio | 3.75 | |||||||
Minimum fixed charge coverage ratio | 1.25 | |||||||
Revolving Credit Facility | Line of Credit | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.15% | |||||||
Revolving Credit Facility | Line of Credit | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.40% | |||||||
Revolving Credit Facility | Line of Credit | Prime Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate | 0.25% | |||||||
Revolving Credit Facility | Line of Credit | Prime Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate | 1.50% | |||||||
Revolving Credit Facility | Line of Credit | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate | 1.25% | |||||||
Revolving Credit Facility | Line of Credit | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate | 2.50% | |||||||
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 - Whitmore Term
LONG-TERM DEBT - Whitmore Term Loan (Details) - Secured Term Loan - Whitmore Joint Venture - USD ($) | 1 Months Ended | ||
Jan. 19, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | |||
Debt instrument, periodic principal payment | $ 100,000 | ||
Principal amount outstanding under term loan | $ 0 | $ 0 | |
LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on interest rate | 2% |
LEASES - Additional Information
LEASES - Additional Information (Details) | Dec. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 24 years |
LEASES - Components of Operatin
LEASES - Components of Operating Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 2,426 | $ 2,727 | $ 7,704 | $ 8,002 |
Short-term lease expense | 179 | 227 | 514 | 635 |
Total operating lease expense | $ 2,605 | $ 2,954 | $ 8,218 | $ 8,637 |
LEASES - Operating Lease Assets
LEASES - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Leases [Abstract] | ||
Right-of-use assets, net | $ 39,301 | $ 59,815 |
Short-term lease liabilities | 9,379 | 9,784 |
Long-term lease liabilities | 34,943 | 55,590 |
Total operating lease liabilities | $ 44,322 | $ 65,374 |
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 | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 8,460 | $ 8,184 |
Right-of-use assets obtained in exchange for new operating lease obligations | 1,100 | 2,348 |
Decrease in right-of-use assets and operating lease liabilities due to lease remeasurement | $ 15,371 | $ 0 |
LEASES - Other Information for
LEASES - Other Information for Operating Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 6 years 5 months 8 days | 7 years 3 months |
Weighted average discount rate | 2.70% | 2.30% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Leases [Abstract] | ||
Year Ending March 31, 2024 (excluding the nine months ended December 31, 2023) | $ 2,943 | |
2025 | 9,696 | |
2026 | 7,905 | |
2027 | 7,486 | |
2028 | 6,060 | |
Thereafter | 14,015 | |
Total lease liabilities | 48,105 | |
Less: Imputed interest | (3,783) | |
Present value of lease liabilities | $ 44,322 | $ 65,374 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Additional Information (Details) - Interest Rate Swap - USD ($) $ in Millions | Jan. 09, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | Feb. 07, 2023 |
Derivative [Line Items] | ||||
Cash receipt | $ 0.2 | |||
Derivative, amount of hedged item | $ 100 | |||
Notional amount | $ 100 | $ 100 | ||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 3.85% |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Fair Value of Derivatives (Details) - Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Current derivative asset | $ 942 | $ 877 |
Non-current derivative liabilities | $ 574 | $ 1,021 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||||||
Net income | $ 9,305 | $ 15,499 | $ 70,544 | $ 69,451 | ||||
Less: (Income) Loss attributable to redeemable noncontrolling interest | (83) | 100 | (655) | (79) | ||||
Net income attributable to CSW Industrials, Inc. | $ 9,222 | $ 30,055 | $ 30,611 | $ 15,599 | $ 24,331 | $ 29,443 | $ 69,889 | $ 69,372 |
Weighted average shares: | ||||||||
Common stock (in shares) | 15,443 | 15,364 | 15,430 | 15,413 | ||||
Participating securities (in shares) | 103 | 112 | 107 | 107 | ||||
Denominator for basic earnings per common share (in shares) | 15,546 | 15,476 | 15,537 | 15,520 | ||||
Potentially dilutive securities (in shares) | 50 | 36 | 41 | 34 | ||||
Denominator for diluted earnings per common share (in shares) | 15,596 | 15,512 | 15,578 | 15,554 | ||||
Net income per share attributable to CSW Industrials, Inc. shareholders: | ||||||||
Basic (in USD per share) | $ 0.59 | $ 1.01 | $ 4.50 | $ 4.47 | ||||
Diluted (in USD per share) | $ 0.59 | $ 1.01 | $ 4.49 | $ 4.46 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 09, 2024 | Jan. 12, 2024 | Apr. 14, 2023 | Apr. 14, 2022 | Nov. 07, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 16, 2022 | Oct. 30, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Dividend declared (in USD per share) | $ 0.19 | $ 0.17 | |||||||||
Dividends paid | $ 2,900,000 | $ 2,600,000 | $ 8,900,000 | $ 7,900,000 | |||||||
Subsequent Event | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Dividend declared (in USD per share) | $ 0.19 | ||||||||||
Dividend cash paid (in USD per share) | $ 0.19 | ||||||||||
2018 Share Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Share repurchase program authorized amount (up to) | $ 75,000,000 | ||||||||||
Share repurchase program term | 2 years | ||||||||||
2020 Share Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Share repurchase program authorized amount (up to) | 100,000,000 | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | |||||||
Shares repurchased (in shares) | 336,347 | ||||||||||
Shares repurchased, amount | $ 35,700,000 | ||||||||||
2022 Share Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Share repurchase program authorized amount (up to) | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||||
Shares repurchased (in shares) | 25,914 | 32,345 | |||||||||
Shares repurchased, amount | $ 4,700,000 | $ 5,800,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 39 Months Ended | |||||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Oct. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Income Tax Examination [Line Items] | ||||||||
Income (loss) from continuing operations before income taxes | $ 16,388 | $ 18,175 | $ 98,512 | $ 89,683 | ||||
Income tax expense | $ 7,083 | $ 2,676 | $ 27,968 | $ 20,232 | ||||
Effective tax rate | 43.20% | 14.70% | 28.40% | 22.60% | ||||
Canada Revenue Agency | December 31, 2017 to December 31, 2020 | ||||||||
Income Tax Examination [Line Items] | ||||||||
Number of subsidiaries under audit | segment | 1 | 1 | ||||||
Other acquisitions | ||||||||
Income Tax Examination [Line Items] | ||||||||
Tax contingency reserves | $ 14,300 | $ 14,300 | $ 17,300 | |||||
Indemnification assets, range of outcomes, value, high | 12,500 | |||||||
Indemnification assets, amount as of acquisition date | $ 12,500 | |||||||
Indemnification assets, release in period | 7,500 | $ 5,000 | ||||||
Effective income tax rate reconciliation, tax settlement, amount | $ 5,300 | $ 1,500 | ||||||
Falcon Stainless, Inc. | ||||||||
Income Tax Examination [Line Items] | ||||||||
Indemnification assets, range of outcomes, value, high | $ 4,500 | |||||||
Indemnification assets, amount as of acquisition date | 3,000 | |||||||
Indemnification assets, release in period | 1,000 | |||||||
Unrecognized tax benefits | 2,400 | 2,400 | $ 3,000 | |||||
Decrease in unrecognized tax benefits is reasonably possible | $ 800 | $ 800 |
OTHER COMPREHENSIVE INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | $ 586,927 | $ 560,094 | $ 525,675 | $ 483,033 | $ 466,720 | $ 469,086 | $ 525,675 | $ 469,086 |
Other comprehensive income | (327) | (1,872) | 1,996 | 1,700 | (3,038) | (2,022) | (203) | (3,360) |
Balance at end of period | 589,072 | 586,927 | 560,094 | 498,768 | 483,033 | 466,720 | 589,072 | 498,768 |
Losses on cash flow hedges expected to be reclassified to earnings within next 12 months (less than) | 700 | |||||||
Currency translation adjustments | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | (10,030) | (8,190) | (10,120) | (4,438) | (8,190) | (4,438) | ||
Other comprehensive income | 1,231 | 1,606 | (609) | (4,076) | ||||
Balance at end of period | (8,799) | (10,030) | (8,514) | (10,120) | (8,799) | (8,514) | ||
Interest rate swaps | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | 1,848 | (114) | 339 | (270) | (114) | (270) | ||
Other comprehensive income | (1,558) | (39) | 404 | 570 | ||||
Unrealized losses, net of taxes | (1,244) | (39) | 1,265 | 516 | ||||
Reclassification of losses (gains) included in interest expense, net of tax | (314) | 0 | (861) | 54 | ||||
Balance at end of period | 290 | 1,848 | 300 | 339 | 290 | 300 | ||
Interest rate swaps, unrealized gain, tax | 331 | 10 | (336) | (137) | ||||
Reclassification from AOCI, current period, tax | 83 | 0 | 229 | (14) | ||||
Defined benefit plans | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Balance at beginning of period | (103) | $ (105) | (353) | $ (366) | (105) | (366) | ||
Balance at end of period | (103) | $ (103) | (220) | $ (353) | (103) | (220) | ||
Amortization of net gains (losses) | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Reclassification of losses (gains) included in interest expense, net of tax | 0 | 133 | 2 | 146 | ||||
Reclassification from AOCI, current period, tax | $ 0 | $ (35) | $ (1) | $ (39) |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 174,967 | $ 171,093 | $ 581,980 | $ 562,219 |
Change in Contract Liabilities [Roll Forward] | ||||
Balance at beginning of period | 637 | |||
Revenue recognized during the period | (574) | |||
New contracts and revenue added to existing contracts during the period | 585 | |||
Balance at end of period | 648 | 648 | ||
Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 24,167 | 21,509 | 73,463 | 68,366 |
Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 150,800 | 149,584 | 508,517 | 493,853 |
Contractor Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 113,434 | 110,171 | 389,392 | 374,377 |
Contractor Solutions | Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Contractor Solutions | Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 113,434 | 110,171 | 389,392 | 374,377 |
Specialized Reliability Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 33,672 | 36,303 | 107,929 | 108,864 |
Specialized Reliability Solutions | Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Specialized Reliability Solutions | Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 33,672 | 36,303 | 107,929 | 108,864 |
Engineered Building Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 27,861 | 24,619 | 84,659 | 78,978 |
Engineered Building Solutions | Build-to-order | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 24,167 | 21,509 | 73,463 | 68,366 |
Engineered Building Solutions | Book-and-ship | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 3,694 | $ 3,110 | $ 11,196 | $ 10,612 |
SEGMENTS - Additional Informati
SEGMENTS - Additional Information (Details) | 9 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SEGMENTS - Schedule of Schedule
SEGMENTS - Schedule of Schedule of Financial Information of Reporting Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues, net | $ 174,967 | $ 171,093 | $ 581,980 | $ 562,219 |
Operating income | 27,581 | 23,112 | 114,780 | 99,302 |
Contractor Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 113,434 | 110,171 | 389,392 | 374,377 |
Specialized Reliability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 33,672 | 36,303 | 107,929 | 108,864 |
Engineered Building Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 27,861 | 24,619 | 84,659 | 78,978 |
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 174,967 | 171,093 | 581,980 | 562,219 |
Operating income | 33,028 | 28,007 | 133,006 | 114,246 |
Reportable Segments | Contractor Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 113,434 | 110,171 | 389,392 | 374,377 |
Operating income | 25,751 | 21,829 | 104,443 | 90,416 |
Reportable Segments | Specialized Reliability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 33,672 | 36,303 | 107,929 | 108,864 |
Operating income | 3,740 | 3,921 | 15,534 | 13,658 |
Reportable Segments | Engineered Building Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 27,861 | 24,619 | 84,659 | 78,978 |
Operating income | 3,537 | 2,257 | 13,029 | 10,172 |
Intersegment revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 2,018 | 1,768 | 5,984 | 5,549 |
Intersegment revenue | Contractor Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 1,978 | 1,736 | 5,876 | 5,454 |
Intersegment revenue | Specialized Reliability Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 40 | 32 | 108 | 95 |
Intersegment revenue | Engineered Building Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 0 | 0 | 0 | 0 |
Eliminations and Other, excluding Intersegment revenue | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | 0 | 0 | 0 | 0 |
Eliminations and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | (2,018) | (1,768) | (5,984) | (5,549) |
Operating income | $ (5,447) | $ (4,895) | $ (18,226) | $ (14,944) |