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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission File No. 001-37454
CSW INDUSTRIALS, INC.
(Exact name of registrant as specified in its charter)
Delaware47-2266942
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
5420 Lyndon B. Johnson Freeway, Suite 500, Dallas, Texas
75240
(Address of principal executive offices)
(Zip Code)
(214884-3777
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol (s) Name of each exchange on which registered
Common Stock, par value $0.01 per shareCSWI Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒  Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
Accelerated filer ☐
Non-accelerated filer ☐
(Do not check if smaller reporting company)

Smaller reporting company
Emerging growth company
 
  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes      No
As of January 27, 2025, there were 16,783,080 shares of the issuer’s common stock outstanding.



CSW INDUSTRIALS, INC.
FORM 10-Q

TABLE OF CONTENTS
Page
No.
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 5.
  Item 6.




PART I — FINANCIAL INFORMATION
Item 1.    Financial Statements.
CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
December 31,
Nine Months Ended
December 31,
(Amounts in thousands, except per share amounts)2024202320242023
Revenues, net$193,649 $174,967 $647,752 $581,980 
Cost of revenues(113,543)(100,986)(356,324)(324,873)
Gross profit80,106 73,981 291,428 257,107 
Selling, general and administrative expenses(50,511)(46,400)(155,224)(142,327)
Operating income29,595 27,581 136,204 114,780 
Interest income (expense), net1,976 (2,765)(1,884)(10,080)
Other expense, net(298)(8,428)(716)(6,188)
Income before income taxes31,273 16,388 133,604 98,512 
Provision for income taxes(4,315)(7,083)(31,175)(27,968)
Net income26,958 9,305 102,429 70,544 
Less: Income attributable to redeemable noncontrolling interest(10)(83)(839)(655)
Net income attributable to CSW Industrials, Inc.$26,948 $9,222 $101,590 $69,889 
Net income per share attributable to CSW Industrials, Inc.
Basic$1.60 $0.59 $6.32 $4.50 
Diluted$1.60 $0.59 $6.30 $4.49 
Weighted average number of shares outstanding:
Basic16,792 15,546 16,066 15,537 
Diluted16,872 15,596 16,136 15,578 

See accompanying notes to consolidated financial statements.
1


CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended
December 31,
Nine Months Ended
December 31,
(Amounts in thousands)2024202320242023
Net income$26,958 $9,305 $102,429 $70,544 
Other comprehensive income (loss):
Foreign currency translation adjustments(3,674)1,231 (2,493)(609)
Cash flow hedging activity, net of taxes of $0, $414, $295 and $(107), respectively
 (1,558)(1,111)404 
Pension and other postretirement effects, net of taxes of $0, $0, $0 and $(1), respectively
  1 2 
Other comprehensive loss(3,674)(327)(3,603)(203)
Comprehensive income$23,284 $8,978 $98,826 $70,341 
Less: Comprehensive income attributable to redeemable noncontrolling interest(10)(83)(839)(655)
Comprehensive income attributable to CSW Industrials, Inc.$23,274 $8,895 $97,987 $69,686 

See accompanying notes to consolidated financial statements.
2


CSW INDUSTRIALS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except for per share amounts)December 31, 2024March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$213,754 $22,156 
Accounts receivable, net of allowance for expected credit losses of $1,295 and $908, respectively
114,825 142,665 
Inventories, net202,764 150,749 
Prepaid expenses and other current assets32,120 15,840 
Total current assets563,463 331,410 
Property, plant and equipment, net of accumulated depreciation of $112,906 and $103,515, respectively
94,208 92,811 
Goodwill266,941 247,191 
Intangible assets, net355,256 318,819 
Other assets70,327 53,095 
Total assets$1,350,195 $1,043,326 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$52,842 $48,387 
Accrued and other current liabilities81,873 67,449 
Current portion of long-term debt  
Total current liabilities134,715 115,836 
Long-term debt 166,000 
Retirement benefits payable1,082 1,114 
Other long-term liabilities150,181 125,298 
Total liabilities285,978 408,248 
Commitments and contingencies (See Note 13)
Redeemable noncontrolling interest20,194 19,355 
Equity:
Common shares, $0.01 par value
177 164 
Shares authorized – 50,000
Shares issued – 17,791 and 16,466, respectively
Preferred shares, $0.01 par value
  
Shares authorized (10,000) and issued (0)
Additional paid-in capital497,906 137,253 
Treasury shares, at cost (1,005 and 952 shares, respectively)
(115,367)(95,643)
Retained earnings674,036 583,075 
Accumulated other comprehensive loss(12,729)(9,126)
Total equity1,044,023 615,723 
Total liabilities, redeemable noncontrolling interest and equity$1,350,195 $1,043,326 
See accompanying notes to consolidated financial statements.
3


CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(Amounts in thousands)Common StockTreasury SharesAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
Balance at March 31, 2024$164 $(95,643)$137,253 $583,075 $(9,126)$615,723 
Share-based compensation— — 3,746 — — 3,746 
Stock activity under stock plans— (3,313)— — — (3,313)
Reissuance of treasury shares— 1,211 2,948 — — 4,159 
Repurchase of common shares— (4,661)— — — (4,661)
Net income— — — 38,591 — 38,591 
Dividends— — 23 (3,285)— (3,262)
Other comprehensive income, net of tax— — — — (825)(825)
Balance at June 30, 2024$164 $(102,406)$143,970 $618,381 $(9,951)$650,158 
Share-based compensation— — 3,145 — — 3,145 
Repurchase of common shares— (4,230)— — — (4,230)
Net income— — — 36,051 — 36,051 
Dividends— — 26 (3,287)— (3,261)
Equity issuance13 — 347,394 — — 347,407 
Other comprehensive loss, net of tax— — — — 896 896 
Balance at September 30, 2024$177 $(106,636)$494,535 $651,145 $(9,055)$1,030,166 
Share-based compensation— — 3,345 — — 3,345 
Stock activity under stock plans— (3,916)— — — (3,916)
Repurchase of common shares— (4,815)— — — (4,815)
Net income— — — 26,948 — 26,948 
Dividends— — 26 (4,057)— (4,031)
Other comprehensive income, net of tax— — — — (3,674)(3,674)
Balance at December 31, 2024$177 $(115,367)$497,906 $674,036 $(12,729)$1,044,023 

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(Amounts in thousands)Common StockTreasury SharesAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossTotal
Balance at March 31, 2023$163 $(82,734)$123,336 $493,319 $(8,409)$525,675 
Share-based compensation— — 2,805 — — 2,805 
Stock activity under stock plans— (2,864)— — — (2,864)
Reissuance of treasury shares— 2,526 2,292 — — 4,818 
Net income— — — 30,611 — 30,611 
Dividends— — 18 (2,965)— (2,947)
Other comprehensive income, net of tax— — — — 1,996 1,996 
Balance at June 30, 2023$163 $(83,072)$128,451 $520,965 $(6,413)$560,094 
Share-based compensation— — 2,750 — — 2,750 
Repurchase of common shares— (1,147)— — — (1,147)
Net income— — — 30,055 — 30,055 
Dividends— — 23 (2,976)— (2,953)
Other comprehensive loss, net of tax— — — — (1,872)(1,872)
Balance at September 30, 2023$163 $(84,219)$131,224 $548,044 $(8,285)$586,927 
Share-based compensation— — 3,000 — — 3,000 
Stock activity under stock plans1 (2,098)— — — (2,097)
Repurchase of common shares— (4,699)— — — (4,699)
Net income— — — 9,222 — 9,222 
Dividends— — 23 (2,977)— (2,954)
Other comprehensive loss, net of tax— — — — (327)(327)
Balance at December 31, 2023$164 $(91,016)$134,247 $554,289 $(8,612)$589,072 

See accompanying notes to consolidated financial statements.
5


CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended December 31,
(Amounts in thousands)20242023
Cash flows from operating activities:
Net income$102,429 $70,544 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation10,714 10,077 
Amortization of intangible and other assets20,792 17,584 
Provision for inventory reserves1,779 2,541 
Provision for doubtful accounts946 544 
Share-based compensation10,237 8,555 
Net gain on disposals of property, plant and equipment(89)(1,336)
Net pension benefit 49 50 
Impairment of assets 90 
Net deferred taxes1,244 2,732 
Changes in operating assets and liabilities:
Accounts receivable32,316 17,846 
Inventories(42,536)7,796 
Prepaid expenses and other current assets(17,174)(6,720)
Other assets1,565 1,066 
Accounts payable and other current liabilities21,372 9,601 
Retirement benefits payable and other liabilities(2,575)944 
Net cash provided by operating activities 141,069 141,914 
Cash flows from investing activities:
Capital expenditures(11,735)(11,668)
Proceeds from sale of assets held for investment 1,665 
Proceeds from sale of assets153 157 
Cash paid for investments(2,500) 
Cash paid for acquisitions (84,491)(5,284)
Net cash used in investing activities(98,573)(15,130)
Cash flows from financing activities:
Borrowings on line of credit32,723 72,308 
Repayments of line of credit and term loan(198,723)(172,308)
Purchase of treasury shares(20,935)(10,640)
Proceeds from equity issuance347,407  
Dividends (10,554)(8,855)
Net cash provided by (used in) financing activities149,918 (119,495)
Effect of exchange rate changes on cash and equivalents(816)(756)
Net change in cash and cash equivalents191,598 6,533 
Cash and cash equivalents, beginning of period22,156 18,455 
Cash and cash equivalents, end of period$213,754 $24,988 


See accompanying notes to consolidated financial statements.
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CSW INDUSTRIALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

CSW Industrials, Inc. (the “Company,” “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, electrical, 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. 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, synergistic acquisitions in support of this objective, and we remain focused on identifying additional acquisition opportunities in our core end markets.

Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair and overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. 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®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorksTM, PSP ProductsTM, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.

Basis of Presentation

The consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (“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 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 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, 2024, and the results of operations for the three and nine month periods ended December 31, 2024 and 2023. All adjustments are of a normal, recurring nature.

The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These 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, 2024 (the “Annual Report”).

Accounting Policies

We have consistently applied the accounting policies described in our Annual Report in preparing these consolidated financial statements.  
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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.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. Also, this ASU requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. This ASU will be effective for our Form 10-K for fiscal 2028 and our Form 10-Q for the first quarter of 2029. We are currently evaluating the impact this ASU may have on our financial statement disclosures.


2. ACQUISITIONS

PF WaterWorks, L.P.

On November 4, 2024, we acquired the assets of PF WaterWorks, L.P. (“PF WaterWorks”), based in Houston, Texas for an aggregate purchase price of $43.2 million, comprised of cash considerations of $40.0 million, an estimated working capital true-up adjustment of $2.2 million and contingent considerations initially measured at $1.0 million based on PF WaterWorks meeting defined financial targets over a period of 3.2 years. The cash consideration was funded with cash on hand. PF WaterWorks offers innovative, eco-friendly drain management solutions that expand upon, and are complimentary to, our existing plumbing product portfolio. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $1.0 million, which was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations. During the three and nine months ended December 31, 2024, we incurred $1.1 million and $1.3 million, respectively, in transaction expenses in connection with the PF WaterWorks acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.

The PF WaterWorks acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $12.0 million allocated to goodwill, which represents the value expected to be obtained from owning products that are expanding our existing plumbing offerings and provide additional drain management solutions to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($22.8 million), trade name ($2.7 million), patent ($0.4 million), accounts receivable ($1.6 million), inventory ($4.2 million), other current assets ($0.1 million), equipment ($0.1 million) and other assets ($0.3 million), net of current liabilities ($0.9 million) and other liabilities ($0.1 million). Customer lists and patent are being amortized over 15 years and 5 years, respectively, while the trade name and goodwill are not being amortized.  The Company’s evaluation of the facts and
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circumstances available as of November 4, 2024 to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. PF WaterWorks activity has been included in our Contractor Solutions segment since the acquisition date.

The disclosure of PF WaterWorks' post-acquisition revenue and net income is not practical due to integration activities since the acquisition date. No pro forma information has been provided due to immateriality.


PSP Products, Inc.

On August 1, 2024, we acquired the assets of PSP Products, Inc. (“PSP”), based in Manassas, Virginia for an aggregate purchase price of $47.1 million, comprised of cash consideration of $32.5 million, a working capital true-up adjustment of $7.0 million and contingent considerations initially measured at $7.6 million based on PSP meeting defined operational and financial targets over a period of 2.5 years. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility, as defined in Note 7. PSP offers a family of superior surge protection and load management products to our existing HVAC/R offerings. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $7.6 million, of which $0.6 million was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations and $7.0 million was determined using a scenario-based analysis on forecasted future results. During the three and nine months ended December 31, 2024, we incurred less than $0.1 million and $0.3 million, respectively, in transaction expenses in connection with the PSP acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.

The PSP acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $9.0 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R offerings and provide additional electrical offerings to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($24.5 million), trade name ($2.0 million), accounts receivable ($4.4 million), inventory ($8.9 million), other current asset ($0.3 million), equipment ($0.3 million) and other assets ($0.7 million), net of current liabilities ($2.6 million) and other liabilities ($0.4 million). Customer lists are being amortized over 15 years while the trade name and goodwill are not being amortized.  The Company’s evaluation of the facts and circumstances available as of August 1, 2024, to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. PSP activity has been included in our Contractor Solutions segment since the acquisition date.

The disclosure of PSP's post-acquisition revenue and net income is not practical due to integration activities since the acquisition date. No pro forma information has been provided due to immateriality.

Dust Free, LP

On February 6, 2024, we acquired 100% of the outstanding equity of Dust Free, LP (“Dust Free”), based in Royse City, Texas, for an aggregate purchase price of $34.2 million (including $0.6 million cash acquired), comprised of cash consideration of $27.4 million (including a final working capital true-up receipt of $0.5 million) and contingent considerations initially measured at $6.8 million based on Dust Free meeting defined operational and financial targets over a period of 6 years. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in Note 7). The Dust Free products offer residential and commercial indoor air quality and HVAC/R applications and supplement our Contractor Solutions segment’s existing product portfolio. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $6.8 million, of which $2.1 million was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations and $4.7 million was determined using a scenario-based analysis on forecasted future results. During the year ended March 31, 2024, we incurred $0.7 million in transaction expenses in connection with the Dust Free acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.

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The Dust Free acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $3.2 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R offerings and provide a meaningful value proposition to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($20.1 million), trademark ($1.6 million), accounts receivable ($2.9 million), cash ($0.6 million), inventory ($4.1 million), other current assets ($0.4 million) and equipment ($3.6 million), net of current liabilities ($2.3 million). Customer lists are being amortized over 15 years and the definite-life trademark ($0.6 million) is being amortized over 2 years while the indefinite-life trademark ($1.0 million) and goodwill are not being amortized.  The Company’s evaluation of the facts and circumstances available as of February 6, 2024, to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. Dust Free activity has been included in our Contractor Solutions segment since the acquisition date.


3. 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, 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, 2024March 31, 2024
Cash$6,303 $5,909 
Accounts receivable, net6,691 8,094 
Inventories, net5,821 3,851 
Prepaid expenses and other current assets353 138 
Property, plant and equipment, net14,098 14,241 
Intangible assets, net5,061 5,669 
Other assets575 315 
Total assets$38,902 $38,217 
Accounts payable$4,869 $6,004 
Accrued and other current liabilities1,434 1,463 
Other long-term liabilities388 206 
Total liabilities$6,691 $7,673 

During the three and nine months ended December 31, 2024, the Whitmore JV generated net income of $0.0 million and $1.7 million, respectively.

The Whitmore JV’s LLC Agreement contains a put option that gives either member the right to sell its 50% equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90% of the initiating member's equity interest determined based on the fair market value of the Whitmore JV’s net assets. This put option can be exercised, at either member’s discretion, by providing written notice to the other member during the month of July 2024 and every two years afterwards. No put option was provided in July 2024. 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, 2024 were as follows (in thousands):

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December 31, 2024December 31, 2023
Balance at beginning of the year$19,355 $18,464 
Net income attributable to redeemable noncontrolling interest839 655 
Ending balance$20,194 $19,119 


4. INVENTORIES

Inventories consist of the following (in thousands):
December 31, 2024March 31, 2024
Raw materials and supplies$57,062 $44,866 
Work in process6,376 5,194 
Finished goods148,958 109,695 
Total inventories212,396 159,755 
Less: Obsolescence reserve(9,632)(9,006)
Inventories, net$202,764 $150,749 


5. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill as of December 31, 2024 and March 31, 2024 were as follows (in thousands):

Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Balance at March 31, 2024$213,544 $9,358 $24,289 $247,191 
Dust Free acquisition(724)  (724)
PSP acquisition9,023   9,023 
PF WaterWorks acquisition11,972   11,972 
Currency translation20 (30)(511)(521)
Balance at December 31, 2024$233,835 $9,328 $23,778 $266,941 

The following table provides information about our intangible assets (in thousands, except years): 

December 31, 2024March 31, 2024
Weighted Avg Life (Years)Gross AmountAccumulated AmortizationGross AmountAccumulated Amortization
Finite-lived intangible assets:
Patents11$17,634 $(9,889)$15,084 $(9,306)
Customer lists and amortized trademarks14393,715 (120,673)346,136 (103,407)
Non-compete agreements61,000 (595)1,000 (453)
Other106,276 (3,017)6,275 (2,649)
$418,625 $(134,174)$368,495 $(115,815)
Trade names and trademarks not being amortized:$70,805 $— $66,139 $— 
 
Amortization expenses for the three and nine months ended December 31, 2024 were $6.4 million and $18.3 million, respectively. Amortization expenses for the three and nine months ended December 31, 2023 were $5.7 million and $17.0 million, respectively. The following table shows the estimated future amortization for intangible assets, as of December 31, 2024, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands):
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2025$6,518 
202626,248 
202725,170 
202824,770 
202924,693 
Thereafter177,052 
Total$284,451 


6. SHARE-BASED COMPENSATION

Prior to September 17, 2024, we maintained the shareholder-approved 2015 Equity and Incentive Compensation Plan (the “2015 Plan”), which provided for the issuance of up to 1,230,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. On August 15, 2024, our shareholders approved the 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) and on September 17, 2024, we registered the offering of shares under the 2024 Plan on the Registration Statement on Form S-8 (the “2024 Plan Registration”). Following the 2024 Plan Registration, no further awards have been or will be granted under the 2015 Plan, and the 2015 Plan’s remaining share reserve for new awards was cancelled. Any awards previously granted under the 2015 Plan will remain outstanding and vest in accordance with their original terms and conditions.

The 2024 Plan provides for the issuance of up to 850,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. As of December 31, 2024, and due to awards granted under the 2015 Plan prior to the 2024 Plan Registration, as well as new grant activity under the 2024 Plan, 827,520 shares were reserved and available for issuance under the 2024 Plan.

We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2024 and 2023 (in thousands): 
Three Months Ended
December 31,
Nine Months Ended
December 31,
2024202320242023
Share-based compensation expense$3,345 $3,000 $10,237 $8,554 
Related income tax benefit (a)(836)(750)(2,559)(2,139)
Net share-based compensation expense$2,509 $2,250 $7,678 $6,415 
(a) Income tax benefit is estimated using the statutory rate.

Restricted share activity was as follows:
Nine Months Ended December 31, 2024
Number of SharesWeighted Average Grant Date Fair Value
Outstanding at March 31, 2024:221,563 $166.62 
     Granted (a)61,423 342.16 
     Vested(75,629)168.35 
     Canceled(3,501)178.31 
Outstanding at December 31, 2024203,856 $204.13 
(a) Including incremental shares delivered to grant recipients as a result of performance-based awards vesting in excess of target (100%).

During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of December 31, 2024 and 2023 included 95,225 and 96,814 shares (at target), respectively, with performance-based vesting provisions, and a vesting range of 0%-200% based on pre-defined performance targets with market
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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, 2024 and 2023. We granted 18,962 and 29,120 awards with performance-based vesting provisions during the nine months ended December 31, 2024 and 2023, respectively, with a vesting range of 0%-200%.

At December 31, 2024, we had unrecognized compensation cost related to unvested restricted shares of $23.0 million, which will be amortized into net income over the remaining weighted average vesting period of approximately 2.1 years. The total fair value of restricted shares granted during the three months ended December 31, 2024 and 2023 was $7.1 million and $5.5 million, respectively. The total fair value of restricted shares granted during the nine months ended December 31, 2024 and 2023 was $14.3 million and $12.2 million, respectively. The total fair value of restricted shares vested during the three months ended December 31, 2024 and 2023 was $11.8 million and $6.3 million, respectively. The total fair value of restricted shares vested during the nine months ended December 31, 2024 and 2023 was $22.1 million and $14.7 million, respectively.


7. LONG-TERM DEBT

Debt consists of the following (in thousands):
December 31, 2024March 31, 2024
Revolving Credit Facility, interest rate of 0.00% (a) and 6.68% (b)
$ $166,000 
Less: Current portion  
Long-term debt$ $166,000 
(a) Interest rate effective on December 31, 2024 was not applicable due to there being no outstanding balance under the Revolving Credit Facility.
(b) Represents the interest rate effective on March 31, 2024.

Revolving Credit Facility

As discussed in Note 8 to our consolidated financial statements included in our Annual Report, prior to December 2022, we maintained a $400.0 million revolving credit facility that contained 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”). The credit facility was scheduled to mature on May 18, 2026. The Company incurred a total of $2.3 million in underwriting fees, which are being amortized over the life of the Second Credit Agreement. Borrowings under the Second Credit Agreement bore 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 was 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 paid 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 were payable at least quarterly and the outstanding principal balance was due at the maturity date. The Second Credit Agreement was 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 reducing the available incremental accordion by a corresponding amount (the term “Revolving Credit Facility” as used throughout this document refers to 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 $0.7 million in underwriting fees, which are being amortized over the remaining term of the Second Credit Agreement.

During the nine months ended December 31, 2024, we borrowed $32.7 million and repaid $198.3 million under the Revolving Credit Facility. As of December 31, 2024 and March 31, 2024, we had $0.0 million and $166.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the Revolving Credit Facility of $498.7 million (net of credit utilization) and $334.0 million, respectively. The financial covenants contained in the Second Credit
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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, 2024.

Interest payments on the first $100.0 million borrowing under the Revolving Credit Facility were hedged under an interest rate swap agreement as described in Note 9 until September 2024, when the balance of the Revolving Credit Facility was paid off using a portion of the proceeds from the equity offering as discussed in Note 11 and the hedge was terminated as described in Note 9.



8. LEASES

We have operating leases for manufacturing facilities, offices, warehouses, vehicles and certain equipment. Our leases have remaining lease terms of 1 year to 23 years, some of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements.

Three Months Ended December 31,Nine Months Ended December 31,
(in thousands)2024202320242023
Components of Operating Lease Expenses
Operating lease expense (a)$3,258 $2,426 $9,605 $7,704 
Short-term lease expense245 179 695 514 
Total operating lease expense  $3,503 $2,605 $10,300 $8,218 
(a)  Included in cost of revenues and selling, general and administrative expenses

(in thousands)December 31, 2024March 31, 2024
Operating Lease Assets and Liabilities
Right-of-use assets, net (b)$61,487 $44,491 
Short-term lease liabilities (c)$10,532 $9,443 
Long-term lease liabilities (c)58,171 39,922 
Total operating lease liabilities$68,703 $49,365 
(b) Included in other assets
(c) Included in accrued and other current liabilities and other long-term liabilities
Nine Months Ended December 31,
(in thousands)20242023
Supplemental Cash Flow
Cash paid for amounts included in the measurement of operating lease liabilities (a)$9,486 $8,460 
Increase in right-of-use assets obtained in exchange for new or renewed operating lease obligations26,973 1,868 
Decrease in right-of-use assets and operating lease liabilities due to lease modification, remeasurement or termination3,123 15,371 
(a) Included in our Consolidated Statements of Cash Flows under operating activities in net income and accounts payable and other current liabilities
Other Information for Operating Leases
Weighted average remaining lease term (in years)7.256.44
Weighted average discount rate5.2 %2.7 %

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Maturities of operating lease liabilities were as follows (in thousands): 
Year Ending March 31, 2025 (excluding the nine months ended December 31, 2024)$3,491 
202613,500 
202712,880 
202811,334 
20299,863 
Thereafter33,510 
Total lease liabilities 84,578 
Less: Imputed interest(15,875)
Present value of lease liabilities$68,703 

9. DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING

From time to time, we enter into interest rate swap agreements to hedge exposure to floating interest rates on certain portions of our debt.

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 of borrowings under our Revolving Credit Facility. This interest rate swap fixed the one-month SOFR rate at 3.85% for the first $100.0 million borrowing under our Revolving Credit Facility and was scheduled to expire on May 18, 2026. In September 2024, upon the payoff of the outstanding Revolving Credit Facility balance, we terminated the interest rate swap and incurred a cash payment of $0.4 million, which was reported in our Consolidated Statements of Income in interest expense, net. As of December 31, 2024 and March 31, 2024, we had $0.0 million and $100.0 million, respectively, of notional amount outstanding designated as an interest rate swap with third parties. 

The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands):
December 31, 2024March 31, 2024
Current derivative asset$ $1,186 
Non-current derivative asset 221 

The impact of changes in fair value of the interest rate swap is included in Note 15.

Current and non-current derivative assets are reported in our consolidated balance sheets in prepaid expenses and other current assets and other assets, respectively. Current and non-current derivative liabilities are reported in our consolidated balance sheets in accrued and other current liabilities and other long-term liabilities, respectively.


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10. 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, 2024 and 2023 (amounts in thousands, except per share data):

Three Months Ended
December 31,
Nine Months Ended
December 31,
2024202320242023
Net income$26,958 $9,305 $102,429 $70,544 
Less: Net income attributable to redeemable noncontrolling interest(10)(83)(839)(655)
Net income attributable to CSW Industrials, Inc.$26,948 $9,222 $101,590 $69,889 
Weighted average shares:
Common stock16,705 15,443 15,969 15,430 
Participating securities87 103 97 107 
Denominator for basic earnings per common share16,792 15,546 16,066 15,537 
Potentially dilutive securities80 50 70 41 
Denominator for diluted earnings per common share16,872 15,596 16,136 15,578 
Net income per share attributable to CSW Industrials, Inc.:
Basic$1.60 $0.59 $6.32 $4.50 
Diluted$1.60 $0.59 $6.30 $4.49 
 



11. SHAREHOLDERS' EQUITY

Common Stock
December 31, 2024December 31, 2023
Common StockTreasury StockCommon StockTreasury Stock
Balance at beginning of the year16,465,776 952,394 16,377,820 902,157 
Vesting of performance shares and restricted stock units39,928 14,381 54,713 20,713 
Reissuance of treasury shares (17,186) (35,477)
Restricted stock awards activities19,967 10,639 31,545 11,840 
Share repurchases 44,858  32,345 
Equity issuance1,265,000    
Ending balance17,790,671 1,005,086 16,464,078 931,578 

Equity Offering

In September 2024, the Company completed a follow-on equity offering, and issued and sold a total of 1,265,000 shares of our common stock to the public, including shares issued pursuant to the underwriters' full exercise of their over-allotment option, at an offering a price of $285 per share. We received proceeds of $347.4 million, net of underwriting fees and discounts and expenses incurred directly related to the offering. We used a portion of the proceeds to pay off the outstanding balance of our Revolving Credit Facility, as discussed in Note 7, and we plan to use the remainder of the proceeds for general corporate purposes, including potential future acquisitions.


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Share Repurchase Program

On December 16, 2022, we announced that our Board of Directors authorized a program to repurchase up to $100.0 million of our common stock over a two-year period. On November 18, 2024, we announced that our Board of Directors authorized a new $200.0 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, 2026, for completion of the current repurchase program; however, such program may be limited or terminated at any time at our discretion without notice.

Under the current $200.0 million repurchase program, a total of 5,705 shares were repurchased during the three months ended December 31, 2024 for $2.2 million. Under the prior $100.0 million repurchase program, 6,703 and 39,153 shares were repurchased for the three and nine months ended December 31, 2024 for $2.6 million and $11.5 million, respectively. 25,914 and 32,345 shares were repurchased for the three and nine months ended December 31, 2023 for $4.7 million and $5.8 million, respectively.

In connection with the vesting of share awards, 10,737 and 25,020 shares for $3.9 million and $7.2 million, respectively, were tendered by employees to satisfy minimum tax withholding requirements during the three and nine months ended December 31, 2024, respectively. 11,939 and 32,553 shares for $2.1 million and $5.0 million, respectively, were tendered by employees to satisfy minimum tax withholding requirements during the three and nine months ended December 31, 2023, respectively.

Dividends

On April 14, 2023, we announced a quarterly dividend increase to $0.19 per share. On April 12, 2024, we announced a quarterly dividend increase to $0.21 per share. On October 11, 2024, we announced another quarterly dividend increase to $0.24 per share. Total dividends of $4.0 million and $2.9 million were paid during the three months ended December 31, 2024 and 2023, respectively. Total dividends of $10.6 million and $8.9 million were paid during the nine months ended December 31, 2024 and 2023, respectively.

On January 16, 2025, we announced a quarterly dividend of $0.24 per share payable on February 14, 2025 to shareholders of record as of January 31, 2025. Any future dividends at the existing $0.24 per share quarterly rate or otherwise will be reviewed individually and declared by our Board of Directors in its discretion.


12. FAIR VALUE MEASUREMENTS

The carrying amounts of cash, accounts receivable, net and accounts payable approximate their fair values at December 31, 2024 and March 31, 2024 due to their short-term nature. Cash equivalents generally consist of money market funds invested with a reputable and highly diversified global bank in instruments issued or guaranteed by the U.S. Treasury. The fair value of these cash equivalents is based on quoted market price, which is a Level I input. The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at variable rates. The fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level II inputs. 

The long-term investments with no readily determinable fair value are measured using the alternative for fair value and the investment's carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. As of December 31, 2024 and March 31, 2024, the long-term investments reported in the balance sheets were $2.9 million and $0.4 million, respectively.

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.

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The fair value of the contingent consideration liability related to acquisitions is determined using either a scenario-based analysis on forecasted future results or an option pricing model simulation that determines an average projected payment value across numerous iterations. The contingent consideration liability is recorded at fair value on the acquisition date and is remeasured quarterly based on the then assessed fair value. The increases or decreases in the fair value of the contingent consideration can result from changes in future operations, forecasted revenue and assumed discount rates. The fair value measurement is based on significant inputs that are not observable in the market and is classified as Level III under the fair value hierarchy. As of December 31, 2024 and March 31, 2024, the contingent consideration liability reported in the balance sheets was $16.0 million and $7.2 million, respectively.


13. 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.


14. INCOME TAXES

For the three months ended December 31, 2024, we earned $31.3 million from operations before taxes and provided for income taxes of $4.3 million, resulting in an effective tax rate of 13.8%. For the nine months ended December 31, 2024, we earned $133.6 million from operations before taxes and provided for income taxes of $31.2 million, resulting in an effective tax rate of 23.3%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2024 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for global intangible low-taxed income (“GILTI”); offset by release of uncertain tax positions (“UTP”) due to lapse of statute, excess tax deductions related to equity compensation, foreign currency rate impact on the cumulative unrepatriated foreign earnings, foreign tax credits and foreign-derived intangible income (“FDII”).

In connection with the T.A. Industries, Inc. (“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 provided by the seller to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years, we recognized a tax indemnification asset of $12.5 million, $5 million of which was released in the three months ended March 31, 2021. 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. During the three months ended December 31, 2024, $2.7 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released due to the expiration of the tax statutes and was recorded as an income tax benefit. As of December 31, 2024, the UTP accrual related to TRUaire's pre-acquisition tax periods was $12.7 million and is expected to be released in the future as the statutes on the open tax years expire.

In connection with the Falcon Stainless, Inc. (“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 provided by the seller to the Company for up to $4.5 million related to UTPs taken in pre-acquisition years, we recognized an initial tax indemnification asset of $3.0 million, which 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, 2024, as a result of the statue expiration, $0.9 million UTP was released and the related $0.9 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. During the three months ended December 31, 2023, as a result of the statute expiration, $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. As of December 31, 2024, the UTP reserves and offsetting indemnification asset related to Falcon's pre-acquisition period were $1.8 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, 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 aforementioned release of the indemnification assets, the release of
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UTPs, 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.

The Company expects $6.2 million of reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire.

The Organization for Economic Cooperation and Development introduced a framework under pillar two ("Pillar Two"), which includes a global minimum tax rate of 15% that applies to fiscal years starting on or after January 1, 2024, with certain remaining provisions to be effective in 2025. Certain jurisdictions in which we do business have enacted laws implementing Pillar Two. Based on our current forecast, we do not expect the Pillar Two rules to apply to the Company in the near term. We are monitoring these developments and do not believe these rules will have a material impact on our financial condition and/or consolidated results.


15. OTHER COMPREHENSIVE INCOME (LOSS)

The following table provides an analysis of the changes in accumulated other comprehensive income (loss) (in thousands):

Three Months Ended
December 31,
20242023
Currency translation adjustments:
Balance at beginning of period$(8,956)$(10,030)
Adjustments for foreign currency translation(3,674)1,231 
Balance at end of period$(12,630)$(8,799)
Interest rate swaps:
Balance at beginning of period$ $1,848 
Unrealized gains (losses), net of taxes of $0 and $331, respectively (a)
 (1,244)
Reclassification of losses included in interest expense, net, net of taxes of $0 and $83, respectively
 (314)
Other comprehensive income (loss) (1,558)
Balance at end of period$ $290 
Defined benefit plans:
Balance at beginning of period$(99)$(103)
Amortization of net gains, net of taxes of $0 and $0, respectively (b)
  
Balance at end of period$(99)$(103)

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Nine Months Ended December 31,
20242023
Currency translation adjustments:
Balance at beginning of period$(10,137)$(8,190)
Adjustments for foreign currency translation(2,493)(609)
Balance at end of period$(12,630)$(8,799)
Interest rate swaps:
Balance at beginning of period$1,111 $(114)
Unrealized gains (losses), net of taxes of $153 and $(336), respectively (a)
(577)1,265 
Reclassification of losses included in interest expense, net,
  net of taxes of $142 and $229, respectively
(534)(861)
Other comprehensive income (loss)(1,111)404 
Balance at end of period$ $290 
Defined benefit plans:
Balance at beginning of period$(100)$(105)
Amortization of net gains, net of taxes of $0 and $(1), respectively (b)
1 2 
Balance at end of period$(99)$(103)
(a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest settlements are made or received. As discussed in Note 9, the interest rate swap was terminated in September 2024. As such, no gain or loss is expected to be recognized over the next twelve months.

(b) Amortization of actuarial gains (losses) out of accumulated comprehensive loss are included in the computation of net periodic pension expense.


16. 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, 2024Nine Months Ended December 31, 2024
Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotalContractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Build-to-order$ $ $25,422 $25,422 $ $ $81,255 $81,255 
Book-and-ship130,292 34,537 3,398 168,227 445,594 109,771 11,132 566,497 
Net revenues$130,292 $34,537 $28,820 $193,649 $445,594 $109,771 $92,387 $647,752 

Three Months Ended December 31, 2023Nine Months Ended December 31, 2023
Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotalContractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Build-to-order$ $ $24,167 $24,167 $ $ $73,463 $73,463 
Book-and-ship113,434 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 

As of December 31, 2024 and March 31, 2024, accounts receivable balances were $114.8 million and $142.7 million, respectively. As of December 31, 2023 and March 31, 2023, accounts receivable balances were $104.5 million and $122.8 million, respectively.

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Contract Balances

Contract liabilities, which are included in accrued and other current liabilities in our consolidated balance sheets were as follows (in thousands):
December 31, 2024December 31, 2023
Balance at beginning of the year:$548 $637 
Revenue recognized during the period(411)(574)
New contracts and revenue added to existing contracts during the period588 585 
Ending balance$725 $648 


17. 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, 2024:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$130,292 $34,537 $28,820 $193,649 $ $193,649 
Intersegment revenue1,859 30  1,889 (1,889)— 
Operating income26,756 5,238 3,645 35,639 (6,044)29,595 

Three Months Ended December 31, 2023:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$113,434 $33,672 $27,861 $174,967 $ $174,967 
Intersegment revenue1,978 40  2,018 (2,018)— 
Operating income25,751 3,740 3,537 33,028 (5,447)27,581 

Nine months ended December 31, 2024:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$445,594 $109,772 $92,386 $647,752 $ $647,752 
Intersegment revenue5,809 121  5,930 (5,930)— 
Operating income122,894 18,208 15,451 156,553 (20,349)136,204 


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Nine months ended December 31, 2023:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$389,392 $107,929 $84,659 $581,980 $ $581,980 
Intersegment revenue5,876 108  5,984 (5,984)— 
Operating income104,443 15,534 13,029 133,006 (18,226)114,780 




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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our operations financial condition and results of operations should be read together with our consolidated financial statements and related notes included in this Quarterly Report, as well as our consolidated financial statements and related notes for the fiscal year ended March 31, 2024 included in our Annual Report. This discussion and analysis contains forward-looking statements based on current expectations relating to future events and our future performance that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” below. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those risk factors set forth in our Annual Report and in this Quarterly Report.

Overview

CSW Industrials, Inc. (the “Company,” “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, electrical, 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. 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, synergistic acquisitions in support of this objective, and we remain focused on identifying additional acquisition opportunities in our core end markets.

Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair and overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. 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®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorksTM, PSP ProductsTM, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.


Our Outlook

We expect to maintain a strong balance sheet in fiscal year 2025, which provides us with access to capital through our cash on hand, internally-generated cash flow, availability under our Revolving Credit Facility and proceeds from our recent follow-on equity offering. Our capital allocation strategy continues to guide our investing decisions, with a priority to direct capital to the highest risk adjusted return opportunities, within the categories of organic growth, strategic acquisitions and the return of cash to shareholders through our share repurchase and dividend programs. With the strength of our financial position, we will continue to invest in financially and strategically attractive expanded product offerings, key elements of our long-term strategy of targeting long-term profitable growth. We will continue to invest our capital in maintaining our facilities and in continuous improvement initiatives. We recognize the importance of, and remain committed to, continuing to drive organic growth, as well as investing additional capital in opportunities with attractive risk-adjusted returns, driving increased penetration in the end markets we serve. We remain disciplined in our approach to acquisitions, particularly as it relates to our assessment of valuation, prospective synergies, diligence, cultural fit and ease of integration, especially in light of economic conditions.



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RESULTS OF OPERATIONS

The following discussion provides an analysis of our consolidated results of operations and results for each of our segments.

All acquisitions are described in Note 2 to our consolidated financial statements included in this Quarterly Report. PF WaterWorks, L.P. ("PF WaterWorks") activity has been included in our results within our Contractor Solutions segment since the November 4, 2024 acquisition date. PSP Products, Inc. (“PSP”) activity has been included in our results within our Contractor Solutions segment since the August 1, 2024 acquisition date. Dust Free, LP. (“Dust Free”) activity has been included in our results within our Contractor Solutions segment since the February 6, 2024 acquisition date.

Revenues, net
Three Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$193,649 $174,967 
Nine Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$647,752 $581,980 

Net revenues for the three months ended December 31, 2024 increased $18.7 million, or 10.7%, as compared with the three months ended December 31, 2023. The increase was primarily due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($15.3 million or 8.7%). Excluding the impact of the acquisitions, organic sales increased $3.4 million, or 1.9%, from the prior year primarily due to an increase in unit volumes. Net revenue increased in the HVAC/R, plumbing, electrical, and rail transportation end markets and decreased in the architecturally-specified building products, energy, and mining end markets.

Net revenues for the nine months ended December 31, 2024 increased $65.8 million, or 11.3%, as compared with the nine months ended December 31, 2023. The increase was partially due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($34.1 million or 5.9%). Excluding the impact of the acquisitions, organic sales increased $31.7 million, or 5.5%, from the prior year due to increased unit volumes and a slight increase from pricing actions. Net revenue increased in the HVAC/R, plumbing, architecturally-specified building products, electrical, and rail transportation end markets and decreased in the mining and energy end markets.


Gross Profit and Gross Profit Margin
Three Months Ended December 31,
(Amounts in thousands, except percentages)20242023
Gross profit$80,106 $73,981 
Gross profit margin41.4 %42.3 %
Nine Months Ended December 31,
(Amounts in thousands, except percentages)20242023
Gross profit$291,428 $257,107 
Gross profit margin45.0 %44.2 %

Gross profit for the three months ended December 31, 2024 increased $6.1 million, or 8.3%, as compared with the three months ended December 31, 2023. The increase was primarily a result of the increased net revenue and the inclusion of recent acquisitions of Dust Free, PSP, and PF WaterWorks, and was partially offset by increased freight. Gross profit margin of 41.4% for the three months ended December 31, 2024 decreased as compared to 42.3% for the three months ended December 31, 2023. The decrease was driven primarily by the aforementioned increase in freight expense.

Gross profit for the nine months ended December 31, 2024 increased $34.3 million, or 13.3%, as compared with the nine months ended December 31, 2023. The increase was primarily a result of the increased net revenue and the inclusion of recent
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acquisitions of Dust Free, PSP, and PF WaterWorks. Gross profit margin of 45.0% for the nine months ended December 31, 2024 increased as compared to 44.2% for the nine months ended December 31, 2023. The increase was primarily due to improved leverage from increased volume, favorable product mix, and a slight favorable impact from pricing actions.

Operating Expenses
Three Months Ended December 31,
(Amounts in thousands, except percentages)20242023
Operating expenses$50,511 $46,400 
Operating expenses as a percentage of revenues, net26.1 %26.5 %
Nine Months Ended December 31,
(Amounts in thousands, except percentages)20242023
Operating expenses$155,224 $142,327 
Operating expenses as a percentage of revenues, net24.0 %24.5 %

Operating expenses for the three months ended December 31, 2024 increased $4.1 million, or 8.9%, as compared with the three months ended December 31, 2023. The increase was primarily due to added expenses related to the inclusion of Dust Free, PSP, and PF WaterWorks in the current period, including amortization of intangible assets, as well as increased expenses related to business acquisitions and integrations, including a $0.9 million acquisition broker fee. The decrease in operating expenses as a percentage of revenues was attributable to revenue increasing by a greater percentage than the increase in operating expenses.

Operating expenses for the nine months ended December 31, 2024 increased $12.9 million, or 9.1%, as compared with the nine months ended December 31, 2023. The increase was primarily due to added expenses related to the inclusion of Dust Free, PSP, and PF WaterWorks in the current period, including amortization of intangible assets and increased expenses related to employee compensation, business integrations, acquisitions (including the aforementioned acquisition broker fee) and strategic development activities. The decrease in operating expenses as a percentage of revenues was attributable to revenue increasing by a greater percentage than the increase in operating expenses.

Operating Income
Three Months Ended December 31,
(Amounts in thousands, except percentages)20242023
Operating income$29,595 $27,581 
Operating margin15.3 %15.8 %
Nine Months Ended December 31,
(Amounts in thousands, except percentages)20242023
Operating income$136,204 $114,780 
Operating margin21.0 %19.7 %

Operating income for the three months ended December 31, 2024 increased $2.0 million, or 7.3%, as compared with the three months ended December 31, 2023, as a result of the increase in gross profit, partially offset by the increase in operating expenses, as discussed above.

Operating income for the nine months ended December 31, 2024 increased $21.4 million, or 18.7%, as compared with the nine months ended December 31, 2023, as a result of the increase in gross profit, partially offset by the increase in operating expenses, as discussed above.


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Other Income and Expense

Net interest income of $2.0 million for the three months ended December 31, 2024 improved $4.7 million as compared to the net interest expense of $2.8 million for the three months ended December 31, 2023. Net interest expense of $1.9 million for the nine months ended December 31, 2024 decreased $8.2 million as compared to the nine months ended December 31, 2023. The changes in the three and nine months ended December 31, 2024 were due to the reduced average borrowing under our Revolving Credit Facility, as a result of strong operating cash flows generated and the repayment of the outstanding balance under our Revolving Credit Facility, as discussed in Note 7, using the proceeds from the equity offering. The interest income generated by our cash proceeds from the equity offering and invested in money market funds also contributed to the net interest expense decrease.

Other expense, net decreased $8.1 million to net expense of $0.3 million for the three months ended December 31, 2024 as compared with net expense of $8.4 million for the three months ended December 31, 2023. During the three months ended December 31, 2024, a non-cash $0.9 million tax indemnification asset related to the Falcon Stainless, Inc. (“Falcon”) acquisition was released and recognized in other expense. During the three months ended December 31, 2023, a non-cash $8.5 million tax indemnification assets related to the T.A. Industries, Inc. (“TRUaire”) and Falcon acquisitions were released and recognized in other expense. The remaining change is attributed to foreign currency gains/losses related to transactions in currencies other than functional currencies.

Other expense, net decreased $5.5 million to net expense of $0.7 million for the nine months ended December 31, 2024 as compared with net expense of $6.2 million for the nine months ended December 31, 2023. The change in the nine months ended December 31, 2024 was due to the above mentioned releases of non-cash tax indemnification assets, as well as a $1.4 million gain reported in the previous period in connection with the sale of a property previously held for investment that did not recur. The remaining change is attributed to foreign currency gains/losses related to transactions in currencies other than functional currencies.


Provision for Income Taxes and Effective Tax Rate

For the three months ended December 31, 2024, we earned $31.3 million from operations before taxes and provided for income taxes of $4.3 million, resulting in an effective tax rate of 13.8%. For the nine months ended December 31, 2024, we earned $133.6 million from operations before taxes and provided for income taxes of $31.2 million, resulting in an effective tax rate of 23.3%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2024 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for global intangible low-taxed income (“GILTI”); offset by release of uncertain tax positions (“UTP”) due to lapse of statute, excess tax deductions related to equity compensation, foreign currency rate impact on the cumulative unrepatriated foreign earnings, foreign tax credits and foreign-derived intangible income (“FDII”).

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 provided by the seller to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years, we recognized a tax indemnification asset of $12.5 million, $5 million of which was released in the three months ended March 31, 2021. 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. During the three months ended December 31, 2024, $2.7 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released due to the expiration of the tax statutes and was recorded as an income tax benefit. As of December 31, 2024, the UTP accrual related to TRUaire's pre-acquisition tax periods was $12.7 million and is expected to be released in the future as the statutes on the open tax years expire.

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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 provided by the seller to the Company for up to $4.5 million related to UTPs taken in pre-acquisition years, we recognized an initial tax indemnification asset of $3.0 million, which will either be settled or expire upon the closure of the tax statute for the pre-acquisition periods. During the three months ended December 31, 2024, as a result of the statues expiration, $0.9 million UTP was released and the related $0.9 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. During the three months ended December 31, 2023, as a result of the statute expiration, $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. As of December 31, 2024, the UTP reserves and offsetting indemnification asset related to Falcon's pre-acquisition period were $1.8 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, 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 aforementioned release of the indemnification assets, the release of UTPs, 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.

The Company expects $6.2 million of reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire.

The Organization for Economic Cooperation and Development introduced a framework under pillar two (“Pillar Two”), which includes a global minimum tax rate of 15% that applies to fiscal year starting on or after January 1, 2024, with certain remaining provisions to be effective in 2025. Certain jurisdictions in which we do business have enacted laws implementing Pillar Two. Based on our current forecast, we do not expect the Pillar Two rules to apply to the Company in the near term. We are monitoring these developments and do not believe these rules will have a material impact on our financial condition and/or consolidated results.


Business Segments

We conduct our operations through three business segments based on how we manage the business. We evaluate segment performance and allocate resources based on each segment's operating income. The key operating results for our three segments are discussed below.


Contractor Solutions Segment Results

The Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R, plumbing and electrical applications, which are designed primarily for professional end-use customers.
Three Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$132,151 $115,412 
Operating income26,756 25,751 
  Operating margin20.2 %22.3 %
Nine Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$451,403 $395,269 
Operating income122,894 104,443 
  Operating margin27.2 %26.4 %
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Net revenues for the three months ended December 31, 2024 increased $16.7 million, or 14.5%, as compared with the three months ended December 31, 2023. The increase was primarily due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($15.3 million or 13.3%). Excluding the impact of the acquisitions, organic sales increased by $1.4 million, or 1.2%, due to increased unit volumes. Net revenue increased in the HVAC/R, plumbing, and electrical end markets and decreased in the architecturally-specified building product end market.

Net revenues for the nine months ended December 31, 2024 increased $56.1 million, or 14.2%, as compared with the nine months ended December 31, 2023. The increase was partially due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($34.1 million or 8.6%). Excluding the impact of the acquisitions, organic sales increased by $22.1 million, or 5.6%, due to an increase in unit volumes and a slight increase from pricing actions. Net revenue increased in the HVAC/R, plumbing, and electrical, end markets and decreased in the architecturally-specified building product end market.

Operating income for the three months ended December 31, 2024 increased $1.0 million, or 3.9%, as compared with the three months ended December 31, 2023. The increase was due to the increased net revenue and the inclusion of recent acquisitions of Dust Free, PSP, and PF WaterWorks, and was partially offset by increased freight, including freight expense alignment, and a $0.9 million acquisition broker fee. Operating income margin of 20.2% for the three months ended December 31, 2024 decreased as compared to 22.3% for the three months ended December 31, 2023. This decrease was due to lower gross margin driven primarily by the aforementioned increase in freight expense.

Operating income for the nine months ended December 31, 2024 increased $18.5 million, or 17.7%, as compared with the nine months ended December 31, 2023. The increase was due to the increased net revenue and the inclusion of recent acquisitions of Dust Free, PSP and PF WaterWorks. Operating income margin of 27.2% for the nine months ended December 31, 2024 increased as compared to 26.4% for the nine months ended December 31, 2023. This increase was primarily due to gross margin improvement driven primarily by increased operating leverage from additional volume, favorable product mix and pricing actions, which offset the aforementioned increase in freight expense and a $0.9 million acquisition broker fee. Operating income margin was further improved due to the management of operating expenses.


Specialized Reliability Solutions Segment Results

Specialized Reliability Solutions segment provides products for increasing reliability, efficiency, performance and lifespan of industrial assets and solving equipment maintenance challenges.
Three Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$34,567 $33,711 
Operating income5,238 3,740 
Operating margin15.2 %11.1 %
Nine Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$109,893 $108,037 
Operating income18,208 15,534 
Operating margin16.6 %14.4 %

Net revenues for the three months ended December 31, 2024 increased $0.9 million, or 2.5%, as compared with the three months ended December 31, 2023.  The increase was primarily due to increased unit volumes. Net revenue increased in the general industrial and rail transportation end markets and decreased in the energy and mining end markets.

Net revenues for the nine months ended December 31, 2024 increased $1.9 million, or 1.7%, as compared with the nine months ended December 31, 2023.  The increase was primarily due to increased unit volumes. Net revenue increased in the rail transportation and general industrial end markets and decreased in the mining and energy end markets.

Operating income for the three months ended December 31, 2024 increased $1.5 million or 40.1% as compared to the three months ended December 31, 2023. The increase was primarily due to improved manufacturing efficiencies. Operating income
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margin of 15.2% for the three months ended December 31, 2024 increased as compared to 11.1% for the three months ended December 31, 2023 due to the aforementioned manufacturing efficiencies.

Operating income for the nine months ended December 31, 2024 increased $2.7 million or 17.2% as compared to the nine months ended December 31, 2023. The increase was primarily driven by a modest inventory adjustment and the increased net revenue. Operating income margin of 16.6% for the nine months ended December 31, 2024 increased as compared to 14.4% for the nine months ended December 31, 2023. This increase was primarily due to the aforementioned modest inventory adjustment.


Engineered Building Solutions Segment Results

The Engineered Building Solutions segment provides primarily code-driven, life-safety products that are engineered to provide aesthetically-pleasing solutions for the construction, refurbishment and modernization of commercial, institutional and multi-family residential buildings.

Three Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$28,820 $27,861 
Operating income3,645 3,537 
  Operating margin12.6 %12.7 %
Nine Months Ended December 31,
(Amounts in thousands)20242023
Revenues, net$92,386 $84,659 
Operating income15,451 13,029 
  Operating margin16.7 %15.4 %

Net revenues for the three months ended December 31, 2024 increased $1.0 million or 3.4% as compared to the three months ended December 31, 2023 driven by backlog converting to revenue.

Net revenues for the nine months ended December 31, 2024 increased $7.7 million or 9.1% as compared to the nine months ended December 31, 2023 due to the continued conversion of strong project bookings into revenue and market expansion.

Operating income for the three months ended December 31, 2024 increased $0.1 million, or 3.1%, as compared with the three months ended December 31, 2023. The increase was driven by the increased net revenue. Operating income margin of 12.6% for the three months ended December 31, 2024 decreased slightly as compared to 12.7% for the three months ended December 31, 2023.

Operating income for the nine months ended December 31, 2024 increased $2.4 million, or 18.6%, as compared with the nine months ended December 31, 2023. The increase was due to the increased net revenue and improved operating leverage. Operating income margin of 16.7% for the nine months ended December 31, 2024 increased as compared to 15.4% for the nine months ended December 31, 2023. This increase was primarily due to improved operating leverage and effective management of operating expenses.


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LIQUIDITY AND CAPITAL RESOURCES

General

Existing cash on hand, cash generated by operations and borrowings available under our Revolving Credit Facility (“Revolver Borrowings”) are our primary sources of short-term liquidity. Our ability to consistently generate strong cash flow from our operations is one of our most significant financial strengths; it enables us to invest in our people and our brands, make capital investments and strategic acquisitions, provide a cash dividend program, and from time-to-time, repurchase shares of our common stock. Additionally, we use our Revolver Borrowings and proceeds from the recent follow-on equity offering to support our working capital requirements, capital expenditures and strategic acquisitions. We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, make scheduled interest payments on debt and meet our contingent consideration obligations. Absent deterioration of market conditions, we believe that cash flows from operating and financing activities, primarily Revolver Borrowings, will provide adequate resources to satisfy our working capital, scheduled interest payments on debt, anticipated dividend payments, periodic share repurchases, contingent consideration obligations and anticipated capital expenditure requirements for both our short-term and long-term capital needs.
Cash Flow Analysis 
Nine Months Ended December 31,
(Amounts in thousands)20242023
Net cash provided by operating activities $141,069 $141,914 
Net cash used in investing activities(98,573)(15,130)
Net cash provided by (used in) financing activities149,918 (119,495)

Our cash balance (including cash and cash equivalents) at December 31, 2024 was $213.8 million, as compared with $22.2 million at March 31, 2024.

For the nine months ended December 31, 2024, our cash provided by operating activities from operations was $141.1 million, as compared with $141.9 million for nine months ended December 31, 2023. 

Working capital used cash for the nine months ended December 31, 2024 due to higher inventories ($42.5 million), higher prepaid expenses and other current assets ($17.2 million), partially offset by lower accounts receivable ($32.3 million) and higher accounts payable and other current liabilities ($21.4 million).
Working capital provided cash for the nine months ended December 31, 2023 due to lower accounts receivable ($17.8 million), higher accounts payable and other current liabilities ($9.6 million) and lower inventories ($7.8 million), partially offset by higher prepaid and other current assets ($6.7 million).

Cash flows used in investing activities from operations during the nine months ended December 31, 2024 were $98.6 million, as compared with $15.1 million used in investing activities for the nine months ended December 31, 2023.

Capital expenditures during the nine months ended December 31, 2024 and 2023 were $11.7 million and $11.7 million, respectively. Our capital expenditures have been focused on capacity expansion (including $0.4 million and $2.5 million during the current and prior year periods for the Whitmore JV), enterprise resource planning systems, new product introductions, continuous improvement and automation of manufacturing facilities.
During the nine months ended December 31, 2024, we acquired PF WaterWorks for an initially estimated purchase price of $43.2 million, including $40.0 million in cash consideration and estimated working capital adjustment of $2.2 million at closing, as discussed in Note 2 to our consolidated financial statements in this Quarterly Report.
During the nine months ended December 31, 2024, we acquired PSP for an initially estimated purchase price of $47.1 million, including $32.5 million in cash consideration at closing and subsequent working capital true-up adjustment of $7.0 million, as discussed in Note 2 to our consolidated financial statements in this Quarterly Report.
During the nine months ended December 31, 2024, $2.9 million cash was paid for immaterial product line acquisitions.
During the nine months ended December 31, 2024, $2.5 million was paid to acquire long-term minority investments.
During the nine months ended December 31, 2023, $1.7 million cash was received from the sale of a property previously held for investment.
During the nine months ended December 31, 2023, $2.4 million cash was paid for immaterial product line acquisitions. In addition, the full deferred payment of $2.5 million as part of the Falcon acquisition was remitted to the Falcon sellers due to the performance obligation being met.
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Cash flows provided by (used in) financing activities during the nine months ended December 31, 2024 and 2023 were $149.9 million and $(119.5) million, respectively.

Net repayments on our Revolving Credit Facility (as discussed in Note 7 to our consolidated financial statements included in this Quarterly Report) of $166.0 million and $100.0 million during the nine months ended December 31, 2024 and 2023, respectively.
As discussed in Note 11 to our consolidated financial statements included in this Quarterly Report, repurchases of shares under our share repurchase program of $13.7 million and $5.8 million during the nine months ended December 31, 2024 and 2023, respectively.
In connection with the vesting of share awards, $7.2 million and $5.0 million were tendered by employees to satisfy minimum tax withholding requirements during the nine months ended December 31, 2024 and 2023, respectively.
During the nine months ended December 31, 2024, we received proceeds of $347.4 million, net of underwriting fees and discounts and expenses incurred directly related to the offering, in connection with our September 2024 follow-on equity offering, as discussed in Note 11 to our consolidated financial statements in this Quarterly Report.
Dividend payments of $10.6 million and $8.9 million during the nine months ended December 31, 2024 and 2023, respectively.

Acquisitions and Dispositions

We regularly evaluate acquisition opportunities of various sizes.  The cost and terms of any financing to be raised in conjunction with any acquisition, including our ability to raise capital, is a critical consideration in any such evaluation. Note 2 to our consolidated financial statements included in this Quarterly Report contains a discussion of the recent acquisitions.

Financing

Credit Facilities

See Note 7 to our consolidated financial statements included in this Quarterly Report for a discussion of our indebtedness.  We were in compliance with all covenants as of December 31, 2024. See Note 9 to our consolidated financial statements included in this Quarterly Report for a discussion of our interest rate swaps.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations are based on our consolidated financial statements and related footnotes contained within this Quarterly Report. Our critical accounting policies used in the preparation of our consolidated financial statements were discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report. No significant changes to these policies, as described in our Annual Report, have occurred in the nine months ended December 31, 2024.

The process of preparing consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenues and expenses.  These estimates and assumptions are based upon what we believe is the best information available at the time of the estimates or assumptions.  The estimates and assumptions could change materially as conditions within and beyond our control change.  Accordingly, actual results could differ materially from those estimates.

Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our consolidated financial statements provide a meaningful and fair perspective of our consolidated financial condition and results of operations.  This is not to suggest that other general risk factors, such as changes in worldwide demand, changes in material costs, performance of acquired businesses and others, could not adversely impact our consolidated financial condition, results of operations and cash flows in future periods. See “Cautionary Note Regarding Forward-Looking Statements” below.



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ACCOUNTING DEVELOPMENTS

We have presented the information about pronouncements not yet implemented in Note 1 to our consolidated financial statements included in this Quarterly Report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements appearing in this Quarterly Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include expected restructuring charges and the results of the restructuring, financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. Forward-looking statements may include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:
 
our business strategy;
changes in local political, economic, social and labor conditions;
potential disruptions from wars and military conflicts, including geopolitical uncertainty due to the conflicts in the Middle East and Ukraine;
future levels of revenues, operating margins, income from operations, net income or earnings per share;
the ability to respond to anticipated inflationary pressure, including reductions on consumer discretionary income and our ability to pass along rising costs through increased selling prices;
anticipated levels of demand for our products and services;
the actual impact to supply, production levels and costs from global supply chain logistics and transportation challenges;
future levels of research and development, capital, environmental or maintenance expenditures;
our beliefs regarding the timing and effects on our business of health and safety, tax, environmental or other legislation, rules and regulations;
the success or timing of completion of ongoing or anticipated capital, restructuring or maintenance projects;
expectations regarding the acquisition or divestiture of assets and businesses;
our ability to obtain appropriate insurance and indemnities;
the potential effects of judicial or other proceedings, including tax audits, on our business, financial condition, results of operations and cash flows;
the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation;
the expected impact of accounting pronouncements; and
the other factors listed under “Risk Factors” in our Annual Report and other filings with the SEC.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements for a number of important factors, including those listed under “Risk Factors” in our Annual Report and in this Quarterly Report. You should not put undue reliance on any forwarding-looking statements in this Quarterly Report. We assume no obligation to update or revise these forward-looking statements, except as required by law.


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Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in interest rates and foreign currency exchange rates, which may adversely affect our consolidated financial position and results of operations.  We seek to minimize the risk associated with changes in interest rates through regular operating and financing activities, and when deemed appropriate, through the use of an interest rate swap.  It is our policy to enter into interest rate swaps only to the extent considered necessary to meet our risk management objectives.  We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes.

Variable Rate Indebtedness

We are subject to interest rate risk on our variable rate indebtedness. Fluctuations in interest rates have a direct effect on interest expense associated with our outstanding indebtedness. We manage, or hedge, interest rate risks related to our borrowings by means of interest rate swap agreements. 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 (defined in Note 7). In September 2024, the hedge was terminated as described in Note 9. At December 31, 2024, we had $0.0 million in unhedged variable rate indebtedness as the outstanding balance of the Revolving Credit Facility was paid off in September 2024.

We may also be exposed to credit risk in derivative contracts we may use.  Credit risk is the failure of the counterparty to perform under the terms of the derivative contract.  If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us.  If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk.  We have sought to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Foreign Currency Exchange Rate Risk

We conduct an immaterial portion of our operations outside of the U.S. in currencies other than the U.S. dollar. Our non-U.S. operations are conducted primarily in their local currencies, which are also their functional currencies, and include the Australian dollar, British pound, Canadian dollar and Vietnamese dong.  Foreign currency exposures arise from translation of foreign-denominated assets and liabilities into U.S. dollars and from transactions denominated in a currency other than our operations' functional currency. We recognized foreign currency transaction net gain (loss) of $0.1 million and $0.8 million for the nine months ended December 31, 2024 and 2023, respectively, which are included in other expense, net on our Consolidated Statements of Income. We realized a net gain (loss) associated with foreign currency translation of $(2.5) million and $(0.6) million for the nine months ended December 31, 2024 and 2023, respectively, which are included in accumulated other comprehensive income (loss).

Based on a sensitivity analysis at December 31, 2024, a 10% change in the foreign currency exchange rates for the nine months ended December 31, 2024 would have impacted our net earnings by approximately 3%.  This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.


Item 4.    Controls and Procedures.

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company's Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective.




33



Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

The disclosure contained in Note 13 to our consolidated financial statements included in “Item 1. Financial Statements” of this Quarterly Report is incorporated by reference into this “Item 1. Legal Proceedings.” In addition to the foregoing, we and our subsidiaries are from time to time named defendants in certain lawsuits incidental to our business, including product liability claims that are insured, subject to applicable deductibles, and are involved from time to time as parties to governmental proceedings, all arising in the ordinary course of business. Although the outcome of lawsuits or other proceedings involving us and our subsidiaries cannot be predicted with certainty, and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not currently expect the amount of any liability that could arise with respect to these matters, either individually or in the aggregate, to have a material adverse effect on our financial position, results of operations or cash flows.


Item 1A. Risk Factors.

There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to other information set forth in this Quarterly Report, careful consideration should be given to “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report, which contain descriptions of significant factors that may cause the actual results of operations in future periods to differ materially from those currently expected or desired.

There have been no material changes in the risk factors discussed in our Annual Report and subsequent SEC filings. The risks described in this Quarterly Report, our Annual Report and in our other SEC filings or press releases from time to time are not the only risks we face. Additional risks and uncertainties are currently deemed immaterial based on management’s assessment of currently available information, which remains subject to change; however, new risks that are currently unknown to us may arise in the future that could materially adversely affect our business, financial condition, results of operations or cash flows.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Note 11 to our consolidated financial statements included in “Item 1. Financial Statements” of this Quarterly Report includes a discussion of our share repurchase programs. The following table represents the number of shares repurchased during the quarter ended December 31, 2024.
Period
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
Maximum Approximate
Dollar Value
That May Yet Be
Purchased
Under the Program (a)
(in millions)
October 1 - 3115,130 (a) (b)$367.44 4,431 $78.0 
November 1 - 303,893 (a) (b)408.96 3,855 199.3 
December 1 - 314,122 (a)383.34 4,122 197.8 
Total23,145 12,408 

(a) On November 18, 2024, we announced that our Board of Directors authorized a new program to repurchase up to $200.0 million of our common stock, which replaced the prior $100.0 million program. Under the current program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Our Board of Directors has established an expiration date of December 31, 2026, for completion of the current repurchase program; however, the program may be limited or terminated at any
34


time at our discretion without notice. A total of 5,705 and 92,286 shares have been repurchased under the current and prior program, respectively.

(b) Includes shares tendered by employees to satisfy minimum tax withholding amounts related to the vesting of equity awards.

Item 5. Other Information.

Securities Trading Plans of Directors and Executive Officers

During the fiscal quarter ended December 31, 2024, the following directors and officers of the Company adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K promulgated under the Exchange Act) that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act:

James Perry, the Company’s Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on November 4, 2024. Under Mr. Perry’s trading arrangement, he may sell an aggregate of up to 1,740 shares of the Company’s common stock, which 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 13, 2025 and ending January 30, 2026.
35


Item 6.    Exhibits
Exhibit No.
Description
3.1
3.2
10.1*
10.2*
10.3*
10.4*
31.1*
31.2*
32.1**
32.2**
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation LinkBase Document
101.DEFXBRL Taxonomy Extension Definition LinkBase Document
101.LABXBRL Taxonomy Extension Label LinkBase Document
101.PREXBRL Taxonomy Extension Presentation LinkBase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_________________________
* Filed herewith
**    Furnished herewith
+    Management contracts and compensatory plans required to be filed as exhibits to this Quarterly Report


36


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CSW INDUSTRIALS, INC.
January 30, 2025 /s/ Joseph B. Armes
Joseph B. Armes
Chief Executive Officer
(Principal Executive Officer)
January 30, 2025 /s/ James E. Perry
James E. Perry
Chief Financial Officer
(Principal Financial Officer)

37

CSW INDUSTRIALS, INC.
Time-Vested Restricted Share Award Agreement
Date of Grant:
Name of Participant:
Number of Restricted Shares:


CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the number of shares of the presently authorized but unissued Common Shares, $0.01 par value per share, of the Company (the “Restricted Shares”) set forth above pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Restricted Shares granted pursuant to this Time-Vested Restricted Share Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.

Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Restricted Shares granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:

1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company, or any Subsidiary or Affiliate, as applicable, to terminate such relationship.

2. Vesting of Restricted Shares
(a)     The Restricted Shares granted hereby shall vest in three (3) equal annual installments beginning on the first anniversary of the Date of Grant, on condition that the Participant remains an employee of the Company, or one of its Subsidiaries or Affiliates, on the applicable anniversary date that each installment vests. Subject to Section 2(b) below, all unvested Restricted Shares will be forfeited and cancelled upon the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, on the date of such termination.
(b)     Notwithstanding anything contained in this Award Agreement to the contrary, any unvested Restricted Shares granted pursuant to this Award Agreement shall automatically vest in full upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her Disability, or (iii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Restricted Shares awarded pursuant
1


to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time.
3. Tax Election
Within thirty (30) days after the Date of Grant, the Participant may make an election with the Internal Revenue Service under Section 83(b) of the Code and the regulations promulgated thereunder.

4. Restrictions on Transfer
The Restricted Shares granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered until such Restricted Shares are fully vested.

5. Dividends and Other Distributions
The Participant shall be entitled to receive cash dividends or cash distributions declared and paid with respect to the Restricted Shares, if any. Any such cash dividends or cash distributions shall be paid within thirty (30) days after the corresponding cash dividends or cash distributions are paid to the Company’s other Stockholders. The Participant shall also have the right to receive stock dividends or stock distributions with respect to the Restricted Shares, if any. With respect to any unvested Restricted Shares, the stock dividends or stock distributions shall likewise be restricted and shall vest at the same time as the Restricted Shares vest to which such stock dividend or stock distribution relate.

6. Voting of Restricted Shares
The Participant shall be entitled to vote the Restricted Shares subject to the rules and procedures adopted by the Committee for this purpose.

7. Withholding
To the extent that the Company is required to withhold Federal, state or other taxes in connection with the lapse of the restrictions hereunder on the Common Shares, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any delivery of Common Shares to the Participant that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.

8. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.


2


9. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.

10. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement; provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.

11. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

12. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Restricted Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.



[Intentionally left blank]

3



IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.

COMPANY:
CSW INDUSTRIALS, INC.


______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer


PARTICIPANT:


______________________________
By:


4

CSW INDUSTRIALS, INC.
Time-Vested Restricted Stock Unit Award Agreement
Date of Grant:
Name of Participant:
Number of Restricted Stock Units:


CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the number of Restricted Stock Units of the presently authorized but unissued Common Shares, $0.01 par value per share, of the Company (the “Restricted Stock Units”) set forth above pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Restricted Stock Units granted pursuant to this Time-Vested Restricted Stock Unit Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.

Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Restricted Stock Units granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:

1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company, or any Subsidiary or Affiliate, as applicable, to terminate such relationship.

2. Vesting of Restricted Stock Units
(a)     The Restricted Stock Units granted hereby shall vest in three (3) equal annual installments beginning on the first annual anniversary of the Date of Grant, on condition that the Participant remains an employee of the Company, or one of its Subsidiaries or Affiliates, on the applicable anniversary date that each installment vests. Subject to Section 2(b) below, all unvested Restricted Stock Units will be forfeited and cancelled upon the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, on the date of such termination.

(b)     Notwithstanding anything contained in this Award Agreement to the contrary, any unvested Restricted Stock Units granted pursuant to this Award Agreement shall automatically vest in full upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her Disability, or (iii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates,
1


as applicable, due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Restricted Stock Units awarded pursuant to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time.
3. Restrictions on Transfer
The Restricted Stock Units granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered until such Restricted Stock Units are fully vested.

4. Dividends and Other Distributions
The Participant shall be entitled to receive credits (“Dividend Equivalents”) based upon the cash dividends or cash distributions that would have been declared and paid with respect to the Restricted Stock Units as if the equivalent number of Common Shares were held by the Participant. Dividend Equivalents shall be deemed to be reinvested in additional Common Shares (which may thereafter accrue additional Dividend Equivalents). Any such reinvestment shall be at the Fair Market Value of the Common Shares on the date of such reinvestment. The Participant shall also have the right to accrue Dividend Equivalents based upon the stock dividends or stock distributions that would have been declared and paid with respect to the Restricted Stock Units as if the equivalent number of Common Shares were held by the Participant. With respect to any unvested Restricted Stock Units, all Dividend Equivalents or distributions shall likewise vest in the same manner as the Restricted Stock Units as to which such Dividend Equivalents or distributions relate. In the event any Restricted Stock Units do not vest pursuant to Section 2 above, the Participant shall forfeit his or her right to any Dividend Equivalents accrued with respect to such unvested and forfeited Restricted Stock Units.

5. No Shareholder Rights
The Restricted Stock Units awarded pursuant to this Award Agreement do not and shall not entitle the Participant to any rights of a shareholder of the Company prior to the date Common Shares are issued to the Participant.

6. Withholding
To the extent that the Company is required to withhold Federal, state or other taxes in connection with the lapse of the restrictions hereunder on the Common Shares, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any delivery of Common Shares to the Participant that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.

7. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.
2



8. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.

9. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement; provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.

10. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

11. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Restricted Stock Units and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

12. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.



[Intentionally left blank]


3



IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.

COMPANY:
CSW INDUSTRIALS, INC.


______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer


PARTICIPANT:


______________________________
By:
4


CSW INDUSTRIALS, INC.
Performance Share Award Agreement

Date of Grant:
Name of Participant:
Target Number of Performance Shares:
Performance Period:The period beginning on <<date>> and ending on <<date>>

CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the target number of shares set forth above which are each equivalent to one Common Share, $0.01 par value per share, of the Company (the “Performance Shares”) pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Performance Shares granted pursuant to this Performance Share Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.
Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Performance Shares awarded hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:
1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company or any Subsidiary, as applicable, to terminate such relationship.
2. Vesting of Performance Shares
(a)     The Performance Shares awarded hereby are contingently awarded, and the Participant’s vesting in all, or any portion, of the Performance Shares and the issuance of the equivalent number of Common Shares pursuant to Section 3 below, are dependent on the achievement of the Management Objectives set forth in Exhibit A to this Award Agreement and, except as otherwise provided in Sections 2(c) and (d) below, the Participant remaining an employee of the Company or one of its Subsidiaries until the last day of the Performance Period. Subject to Sections 2(c) and 2(d) below, in the event of the Participant’s termination of service from the Company and all Subsidiaries prior to the last day of the Performance Period, the Performance Shares awarded pursuant to this Award Agreement shall be forfeited and cancelled on the date of such termination of service.
1


(b)     Any portion of the Performance Shares that does not vest on the last day of the Performance Period as provided in Section 2(a) above or Section 2(c) or Section 2(d) below, will be forfeited and cancelled on the last day of the Performance Period.
(c)     Treatment of Award Upon Change in Control, Disability or Death. Notwithstanding anything contained in this Award Agreement to the contrary, the Performance Shares awarded pursuant to this Award Agreement shall automatically vest as provided in Exhibit A hereto and become issuable as provided in Section 3 below upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries due to his or her Disability or (iii) the Participant’s termination of service from the Company and all Subsidiaries due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Performance Shares awarded pursuant to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time.
(d)     Treatment of Award Upon Retirement. (i) Notwithstanding anything contained in this Award Agreement to the contrary, and subject to clause (ii) below, the Performance Shares awarded pursuant to this Award Agreement shall remain eligible to vest at the end of the Performance Period as if the Participant was still employed, and shall not be forfeited, upon the Participant’s termination of service from the Company and all Subsidiaries due to his or her Retirement. (ii) If the Participant’s service terminates due to his or her Retirement prior to the one-year anniversary of the Date of Grant, the Participant will vest in a pro-rated portion of the Performance Shares awarded pursuant to this Award Agreement based on the number of full months the Participant was employed by the Company during the Performance Period. If the Participant’s service terminates due to his or her Retirement on or after the one-year anniversary of the Date of Grant of this Award Agreement, the Performance Shares will vest in full without proration.
3. Issuance of Performance Shares
Subject to prior compliance with Section 7 below, the Company will issue the equivalent number of Common Shares for all, or the portion, of the Performance Shares awarded to the Participant pursuant to this Award Agreement that have become vested pursuant to Section 2 above as soon as administratively feasible after the end of the Performance Period following written certification by the Committee of the vesting of such Performance Shares and the number of Common Shares that are issuable and no later than the December 31st of the year following the year in which that Performance Period ends in order to ensure that this Performance Share Award and the Plan complies with the specified time of payment requirement of Section 409A(a)(2)(A)(iv) of the Code and Treas. Reg. §§1.409A-3(a)(4) and (d). If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code) due to his or her Disability, (i) the Participant is a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that the issuance of Common Shares hereunder constitutes deferred compensation (within the meaning of Section 409A of the
2


Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not issue the Common Shares before the fifth business day of the seventh month after such separation from service.

3


4. Restrictions on Transfer
Neither the Performance Shares awarded pursuant to this Award Agreement nor the right to the Common Shares, if any, which may become issuable pursuant to this Performance Share Award may be (i) sold, assigned, transferred, pledged or otherwise encumbered during the Performance Period or (ii) assignable by operation of law or subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge or other disposition of, and the levy of any execution, attachment or similar process upon, the Performance Shares and/or the Common Shares, if any, which may become issuable pursuant to this Performance Share Award contrary to the provisions of this Award Agreement or the Plan shall be null and void and without force or effect.
5. Dividends and Other Distributions
The Participant shall be entitled to receive credits (“Dividend Equivalents”) based upon the cash dividends or cash distributions that would have been declared and paid with respect to the Performance Shares as if the equivalent number of Common Shares were held by the Participant. Dividend Equivalents shall be deemed to be reinvested in additional Common Shares (which may thereafter accrue additional Dividend Equivalents). Any such reinvestment shall be at the Fair Market Value of the Common Shares on the date of such reinvestment. The Participant shall also have the right to accrue Dividend Equivalents based upon the stock dividends or stock distributions that would have been declared and paid with respect to the Performance Shares as if the equivalent number of Common Shares were held by the Participant. With respect to any unvested Performance Shares, all Dividend Equivalents or distributions shall likewise vest in the same manner as the Performance Shares as to which such Dividend Equivalents or distributions relate. In the event any Performance Shares do not vest pursuant to Section 2 above, the Participant shall forfeit his or her right to any Dividend Equivalents accrued with respect to such unvested and forfeited Performance Shares.
6. No Shareholder Rights
The Performance Shares awarded pursuant to this Award Agreement do not and shall not entitle the Participant to any rights of a shareholder of the Company prior to the date Common Shares are issued to the Participant pursuant to Section 3 above.
7. Withholding
To the extent that the Company is required to withhold Federal, state or other taxes in connection with the vesting of all or any portion of the Performance Shares and the issuance of an equivalent number of Common Shares, and the amounts available to the Company are insufficient for such withholding, it shall be a condition to the obligation of the Company to make any delivery Common Shares to the Participant that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.

4


8. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.
9. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
10. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement, provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.
11. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
12. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Performance Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

5


IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date first above written.

COMPANY:
CSW INDUSTRIALS, INC.


______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer


PARTICIPANT:


______________________________
By:


6


EXHIBIT A
[List of Management Objectives]
7


CSW INDUSTRIALS, INC.
Time-Vested Restricted Share Award Agreement
Date of Grant:
Name of Participant:
Number of Restricted Shares:


CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the number of shares of the presently authorized but unissued Common Shares, $0.01 par value per share, of the Company (the “Restricted Shares”) set forth above pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Restricted Shares granted pursuant to this Time-Vested Restricted Share Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.

Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Restricted Shares granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:

1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her status with the Company, or to interfere with the right of the Company, or any Subsidiary or Affiliate, as applicable, to terminate such relationship.

2. Vesting of Restricted Shares
(a)     The Restricted Shares granted hereby shall vest on the first anniversary of the Date of Grant, on condition that the Participant remains a member of the Board of Directors of the Company through the vesting date. Subject to Section 2(b) below, all unvested Restricted Shares will be forfeited and cancelled upon the Participant’s termination as a member of the Board of Directors of the Company on the date of such termination.
(b)     Notwithstanding anything contained in this Award Agreement to the contrary, any unvested Restricted Shares granted pursuant to this Award Agreement shall automatically vest in full upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her Disability, or (iii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her death.

1


3. Tax Election
Within thirty (30) days after the Date of Grant, the Participant may make an election with the Internal Revenue Service under Section 83(b) of the Code and the regulations promulgated thereunder.

4. Restrictions on Transfer
The Restricted Shares granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered until such Restricted Shares are fully vested.

5. Dividends and Other Distributions
The Participant shall be entitled to receive cash dividends or cash distributions declared and paid with respect to the Restricted Shares, if any. Any such cash dividends or cash distributions shall be paid within thirty (30) days after the corresponding cash dividends or cash distributions are paid to the Company’s other Stockholders. The Participant shall also have the right to receive stock dividends or stock distributions with respect to the Restricted Shares, if any. With respect to any unvested Restricted Shares, the stock dividends or stock distributions shall likewise be restricted and shall vest at the same time as the Restricted Shares vest to which such stock dividend or stock distribution relate.

6. Voting of Restricted Shares
The Participant shall be entitled to vote the Restricted Shares subject to the rules and procedures adopted by the Committee for this purpose.

7. Responsibility for Taxes
    Regardless of any action by the Company with respect to any or all tax obligations of the Participant with respect to the Restricted Shares, the Participant acknowledges responsibility for payment of all such taxes and for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to the Restricted Shares (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subsequent sale of shares or the receipt of any dividends). The Company makes no representations regarding the treatment of any tax obligations in connection with the grant or vesting of the Restricted Shares, any subsequent sale of shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Participant’s liability for such tax.

8. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.

2


9. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.

10. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement; provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.

11. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

12. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Restricted Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.



[Intentionally left blank]


3


IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.

COMPANY:
CSW INDUSTRIALS, INC.


______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer


PARTICIPANT:


______________________________
By:


4

EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph B. Armes, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 of CSW Industrials, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 30, 2025
 /s/ Joseph B. Armes
Joseph B. Armes
Chief Executive Officer
(Principal Executive Officer)



EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, James E. Perry, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 of CSW Industrials, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 30, 2025
 /s/ James E. Perry
James E. Perry
Chief Financial Officer
(Principal Financial Officer)



EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph B. Armes, Chief Executive Officer of CSW Industrials, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Quarterly Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
Date: January 30, 2025
 /s/ Joseph B. Armes
Joseph B. Armes
Chief Executive Officer
(Principal Executive Officer)



EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, James E. Perry, Chief Financial Officer of CSW Industrials, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Quarterly Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
Date: January 30, 2025
 /s/ James E. Perry
James E. Perry
Chief Financial Officer
(Principal Financial Officer)


v3.24.4
Cover - shares
9 Months Ended
Dec. 31, 2024
Jan. 27, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
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 $0.01 per share  
Trading Symbol CSWI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   16,783,080
Amendment Flag false  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001624794  
Current Fiscal Year End Date --03-31  
v3.24.4
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]        
Revenues, net $ 193,649 $ 174,967 $ 647,752 $ 581,980
Cost of revenues (113,543) (100,986) (356,324) (324,873)
Gross profit 80,106 73,981 291,428 257,107
Selling, general and administrative expenses (50,511) (46,400) (155,224) (142,327)
Operating income 29,595 27,581 136,204 114,780
Interest income (expense), net 1,976 (2,765) (1,884) (10,080)
Other expense, net (298) (8,428) (716) (6,188)
Income before income taxes 31,273 16,388 133,604 98,512
Provision for income taxes (4,315) (7,083) (31,175) (27,968)
Net income 26,958 9,305 102,429 70,544
Less: Income attributable to redeemable noncontrolling interest (10) (83) (839) (655)
Net income attributable to CSW Industrials, Inc. $ 26,948 $ 9,222 $ 101,590 $ 69,889
Net income per share attributable to CSW Industrials, Inc.        
Basic (in USD per share) $ 1.60 $ 0.59 $ 6.32 $ 4.50
Diluted (in USD per share) $ 1.60 $ 0.59 $ 6.30 $ 4.49
Weighted average number of shares outstanding:        
Basic (in shares) 16,792 15,546 16,066 15,537
Diluted (in shares) 16,872 15,596 16,136 15,578
v3.24.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 26,958 $ 9,305 $ 102,429 $ 70,544
Other comprehensive income (loss):        
Foreign currency translation adjustments (3,674) 1,231 (2,493) (609)
Cash flow hedging activity, net of taxes of $0, $414, $295 and $(107), respectively 0 (1,558) (1,111) 404
Pension and other postretirement effects, net of taxes of $0, $0, $0 and $(1), respectively 0 0 1 2
Other comprehensive loss (3,674) (327) (3,603) (203)
Comprehensive income 23,284 8,978 98,826 70,341
Less: Comprehensive income attributable to redeemable noncontrolling interest (10) (83) (839) (655)
Comprehensive income attributable to CSW Industrials, Inc. $ 23,274 $ 8,895 $ 97,987 $ 69,686
v3.24.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]        
Cash flow hedging activity, taxes $ 0 $ 295 $ 414 $ (107)
Pension and other postretirement effect, taxes $ 0 $ 0 $ 0 $ (1)
v3.24.4
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Current assets:    
Cash and cash equivalents $ 213,754 $ 22,156
Accounts receivable, net of allowance for expected credit losses of $1,295 and $908, respectively 114,825 142,665
Inventories, net 202,764 150,749
Prepaid expenses and other current assets 32,120 15,840
Total current assets 563,463 331,410
Property, plant and equipment, net of accumulated depreciation of $112,906 and $103,515, respectively 94,208 92,811
Goodwill 266,941 247,191
Intangible assets, net 355,256 318,819
Other assets 70,327 53,095
Total assets 1,350,195 1,043,326
Current liabilities:    
Accounts payable 52,842 48,387
Accrued and other current liabilities 81,873 67,449
Current portion of long-term debt 0 0
Total current liabilities 134,715 115,836
Long-term debt 0 166,000
Retirement benefits payable 1,082 1,114
Other long-term liabilities 150,181 125,298
Total liabilities 285,978 408,248
Commitments and contingencies (See Note 13)
Redeemable noncontrolling interest 20,194 19,355
Equity:    
Common shares 177 164
Preferred shares 0 0
Additional paid-in capital 497,906 137,253
Treasury shares, at cost (1,005 and 952 shares, respectively) (115,367) (95,643)
Retained earnings 674,036 583,075
Accumulated other comprehensive loss (12,729) (9,126)
Total equity 1,044,023 615,723
Total liabilities, redeemable noncontrolling interest and equity $ 1,350,195 $ 1,043,326
v3.24.4
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for expected credit losses $ 1,295 $ 908
Property, plant and equipment, accumulated depreciation $ 112,906 $ 103,515
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) 17,791,000 16,466,000
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, at cost (in shares) 1,005,000 952,000
v3.24.4
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - 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, 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)
Balance at beginning of period at Mar. 31, 2024 615,723 164 (95,643) 137,253 583,075 (9,126)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 3,746     3,746    
Stock activity under stock plans (3,313)   (3,313)      
Reissuance of treasury shares 4,159   1,211 2,948    
Repurchase of common shares (4,661)   (4,661)      
Net income 38,591       38,591  
Dividends (3,262)     23 (3,285)  
Other comprehensive income (loss), net of tax (825)         (825)
Balance at end of period at Jun. 30, 2024 650,158 164 (102,406) 143,970 618,381 (9,951)
Balance at beginning of period at Mar. 31, 2024 615,723 164 (95,643) 137,253 583,075 (9,126)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 101,590          
Other comprehensive income (loss), net of tax (3,603)          
Balance at end of period at Dec. 31, 2024 1,044,023 177 (115,367) 497,906 674,036 (12,729)
Balance at beginning of period at Jun. 30, 2024 650,158 164 (102,406) 143,970 618,381 (9,951)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 3,145     3,145    
Repurchase of common shares (4,230)   (4,230)      
Net income 36,051       36,051  
Dividends (3,261)     26 (3,287)  
Equity issuance 347,407 13   347,394    
Other comprehensive income (loss), net of tax 896         896
Balance at end of period at Sep. 30, 2024 1,030,166 177 (106,636) 494,535 651,145 (9,055)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Share-based compensation 3,345     3,345    
Stock activity under stock plans (3,916)   (3,916)      
Repurchase of common shares (4,815)   (4,815)      
Net income 26,948       26,948  
Dividends (4,031)     26 (4,057)  
Other comprehensive income (loss), net of tax (3,674)         (3,674)
Balance at end of period at Dec. 31, 2024 $ 1,044,023 $ 177 $ (115,367) $ 497,906 $ 674,036 $ (12,729)
v3.24.4
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities:    
Net income $ 102,429 $ 70,544
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 10,714 10,077
Amortization of intangible and other assets 20,792 17,584
Provision for inventory reserves 1,779 2,541
Provision for doubtful accounts 946 544
Share-based compensation 10,237 8,555
Net gain on disposals of property, plant and equipment (89) (1,336)
Net pension benefit 49 50
Impairment of assets 0 90
Net deferred taxes 1,244 2,732
Changes in operating assets and liabilities:    
Accounts receivable 32,316 17,846
Inventories (42,536) 7,796
Prepaid expenses and other current assets (17,174) (6,720)
Other assets 1,565 1,066
Accounts payable and other current liabilities 21,372 9,601
Retirement benefits payable and other liabilities (2,575) 944
Net cash provided by operating activities 141,069 141,914
Cash flows from investing activities:    
Capital expenditures (11,735) (11,668)
Proceeds from sale of assets held for investment 0 1,665
Proceeds from sale of assets 153 157
Cash paid for investments (2,500) 0
Cash paid for acquisitions (84,491) (5,284)
Net cash used in investing activities (98,573) (15,130)
Cash flows from financing activities:    
Borrowings on line of credit 32,723 72,308
Repayments of line of credit and term loan (198,723) (172,308)
Purchase of treasury shares (20,935) (10,640)
Proceeds from equity issuance 347,407 0
Dividends (10,554) (8,855)
Net cash provided by (used in) financing activities 149,918 (119,495)
Effect of exchange rate changes on cash and equivalents (816) (756)
Net change in cash and cash equivalents 191,598 6,533
Cash and cash equivalents, beginning of period 22,156 18,455
Cash and cash equivalents, end of period $ 213,754 $ 24,988
v3.24.4
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
9 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
CSW Industrials, Inc. (the “Company,” “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, electrical, 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. 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, synergistic acquisitions in support of this objective, and we remain focused on identifying additional acquisition opportunities in our core end markets.

Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair and overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. 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®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorksTM, PSP ProductsTM, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.

Basis of Presentation

The consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (“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 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 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, 2024, and the results of operations for the three and nine month periods ended December 31, 2024 and 2023. All adjustments are of a normal, recurring nature.

The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These 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, 2024 (the “Annual Report”).

Accounting Policies

We have consistently applied the accounting policies described in our Annual Report in preparing these 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. Also, this ASU requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. This ASU will be effective for our Form 10-K for fiscal 2028 and our Form 10-Q for the first quarter of 2029. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
v3.24.4
ACQUISITIONS
9 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS
PF WaterWorks, L.P.

On November 4, 2024, we acquired the assets of PF WaterWorks, L.P. (“PF WaterWorks”), based in Houston, Texas for an aggregate purchase price of $43.2 million, comprised of cash considerations of $40.0 million, an estimated working capital true-up adjustment of $2.2 million and contingent considerations initially measured at $1.0 million based on PF WaterWorks meeting defined financial targets over a period of 3.2 years. The cash consideration was funded with cash on hand. PF WaterWorks offers innovative, eco-friendly drain management solutions that expand upon, and are complimentary to, our existing plumbing product portfolio. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $1.0 million, which was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations. During the three and nine months ended December 31, 2024, we incurred $1.1 million and $1.3 million, respectively, in transaction expenses in connection with the PF WaterWorks acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.

The PF WaterWorks acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $12.0 million allocated to goodwill, which represents the value expected to be obtained from owning products that are expanding our existing plumbing offerings and provide additional drain management solutions to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($22.8 million), trade name ($2.7 million), patent ($0.4 million), accounts receivable ($1.6 million), inventory ($4.2 million), other current assets ($0.1 million), equipment ($0.1 million) and other assets ($0.3 million), net of current liabilities ($0.9 million) and other liabilities ($0.1 million). Customer lists and patent are being amortized over 15 years and 5 years, respectively, while the trade name and goodwill are not being amortized.  The Company’s evaluation of the facts and
circumstances available as of November 4, 2024 to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. PF WaterWorks activity has been included in our Contractor Solutions segment since the acquisition date.

The disclosure of PF WaterWorks' post-acquisition revenue and net income is not practical due to integration activities since the acquisition date. No pro forma information has been provided due to immateriality.


PSP Products, Inc.

On August 1, 2024, we acquired the assets of PSP Products, Inc. (“PSP”), based in Manassas, Virginia for an aggregate purchase price of $47.1 million, comprised of cash consideration of $32.5 million, a working capital true-up adjustment of $7.0 million and contingent considerations initially measured at $7.6 million based on PSP meeting defined operational and financial targets over a period of 2.5 years. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility, as defined in Note 7. PSP offers a family of superior surge protection and load management products to our existing HVAC/R offerings. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $7.6 million, of which $0.6 million was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations and $7.0 million was determined using a scenario-based analysis on forecasted future results. During the three and nine months ended December 31, 2024, we incurred less than $0.1 million and $0.3 million, respectively, in transaction expenses in connection with the PSP acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.

The PSP acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $9.0 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R offerings and provide additional electrical offerings to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($24.5 million), trade name ($2.0 million), accounts receivable ($4.4 million), inventory ($8.9 million), other current asset ($0.3 million), equipment ($0.3 million) and other assets ($0.7 million), net of current liabilities ($2.6 million) and other liabilities ($0.4 million). Customer lists are being amortized over 15 years while the trade name and goodwill are not being amortized.  The Company’s evaluation of the facts and circumstances available as of August 1, 2024, to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. PSP activity has been included in our Contractor Solutions segment since the acquisition date.

The disclosure of PSP's post-acquisition revenue and net income is not practical due to integration activities since the acquisition date. No pro forma information has been provided due to immateriality.

Dust Free, LP

On February 6, 2024, we acquired 100% of the outstanding equity of Dust Free, LP (“Dust Free”), based in Royse City, Texas, for an aggregate purchase price of $34.2 million (including $0.6 million cash acquired), comprised of cash consideration of $27.4 million (including a final working capital true-up receipt of $0.5 million) and contingent considerations initially measured at $6.8 million based on Dust Free meeting defined operational and financial targets over a period of 6 years. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in Note 7). The Dust Free products offer residential and commercial indoor air quality and HVAC/R applications and supplement our Contractor Solutions segment’s existing product portfolio. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $6.8 million, of which $2.1 million was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations and $4.7 million was determined using a scenario-based analysis on forecasted future results. During the year ended March 31, 2024, we incurred $0.7 million in transaction expenses in connection with the Dust Free acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.
The Dust Free acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $3.2 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R offerings and provide a meaningful value proposition to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($20.1 million), trademark ($1.6 million), accounts receivable ($2.9 million), cash ($0.6 million), inventory ($4.1 million), other current assets ($0.4 million) and equipment ($3.6 million), net of current liabilities ($2.3 million). Customer lists are being amortized over 15 years and the definite-life trademark ($0.6 million) is being amortized over 2 years while the indefinite-life trademark ($1.0 million) and goodwill are not being amortized.  The Company’s evaluation of the facts and circumstances available as of February 6, 2024, to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. Dust Free activity has been included in our Contractor Solutions segment since the acquisition date.
v3.24.4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST
9 Months Ended
Dec. 31, 2024
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, 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, 2024March 31, 2024
Cash$6,303 $5,909 
Accounts receivable, net6,691 8,094 
Inventories, net5,821 3,851 
Prepaid expenses and other current assets353 138 
Property, plant and equipment, net14,098 14,241 
Intangible assets, net5,061 5,669 
Other assets575 315 
Total assets$38,902 $38,217 
Accounts payable$4,869 $6,004 
Accrued and other current liabilities1,434 1,463 
Other long-term liabilities388 206 
Total liabilities$6,691 $7,673 

During the three and nine months ended December 31, 2024, the Whitmore JV generated net income of $0.0 million and $1.7 million, respectively.

The Whitmore JV’s LLC Agreement contains a put option that gives either member the right to sell its 50% equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90% of the initiating member's equity interest determined based on the fair market value of the Whitmore JV’s net assets. This put option can be exercised, at either member’s discretion, by providing written notice to the other member during the month of July 2024 and every two years afterwards. No put option was provided in July 2024. 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, 2024 were as follows (in thousands):
December 31, 2024December 31, 2023
Balance at beginning of the year$19,355 $18,464 
Net income attributable to redeemable noncontrolling interest839 655 
Ending balance$20,194 $19,119 
v3.24.4
INVENTORIES
9 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories consist of the following (in thousands):
December 31, 2024March 31, 2024
Raw materials and supplies$57,062 $44,866 
Work in process6,376 5,194 
Finished goods148,958 109,695 
Total inventories212,396 159,755 
Less: Obsolescence reserve(9,632)(9,006)
Inventories, net$202,764 $150,749 
v3.24.4
GOODWILL AND INTANGIBLE ASSETS
9 Months Ended
Dec. 31, 2024
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, 2024 and March 31, 2024 were as follows (in thousands):

Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Balance at March 31, 2024$213,544 $9,358 $24,289 $247,191 
Dust Free acquisition(724)— — (724)
PSP acquisition9,023 — — 9,023 
PF WaterWorks acquisition11,972 — — 11,972 
Currency translation20 (30)(511)(521)
Balance at December 31, 2024$233,835 $9,328 $23,778 $266,941 

The following table provides information about our intangible assets (in thousands, except years): 

December 31, 2024March 31, 2024
Weighted Avg Life (Years)Gross AmountAccumulated AmortizationGross AmountAccumulated Amortization
Finite-lived intangible assets:
Patents11$17,634 $(9,889)$15,084 $(9,306)
Customer lists and amortized trademarks14393,715 (120,673)346,136 (103,407)
Non-compete agreements61,000 (595)1,000 (453)
Other106,276 (3,017)6,275 (2,649)
$418,625 $(134,174)$368,495 $(115,815)
Trade names and trademarks not being amortized:$70,805 $— $66,139 $— 
 
Amortization expenses for the three and nine months ended December 31, 2024 were $6.4 million and $18.3 million, respectively. Amortization expenses for the three and nine months ended December 31, 2023 were $5.7 million and $17.0 million, respectively. The following table shows the estimated future amortization for intangible assets, as of December 31, 2024, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands):
2025$6,518 
202626,248 
202725,170 
202824,770 
202924,693 
Thereafter177,052 
Total$284,451 
v3.24.4
SHARE-BASED COMPENSATION
9 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
Prior to September 17, 2024, we maintained the shareholder-approved 2015 Equity and Incentive Compensation Plan (the “2015 Plan”), which provided for the issuance of up to 1,230,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. On August 15, 2024, our shareholders approved the 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) and on September 17, 2024, we registered the offering of shares under the 2024 Plan on the Registration Statement on Form S-8 (the “2024 Plan Registration”). Following the 2024 Plan Registration, no further awards have been or will be granted under the 2015 Plan, and the 2015 Plan’s remaining share reserve for new awards was cancelled. Any awards previously granted under the 2015 Plan will remain outstanding and vest in accordance with their original terms and conditions.

The 2024 Plan provides for the issuance of up to 850,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. As of December 31, 2024, and due to awards granted under the 2015 Plan prior to the 2024 Plan Registration, as well as new grant activity under the 2024 Plan, 827,520 shares were reserved and available for issuance under the 2024 Plan.

We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2024 and 2023 (in thousands): 
Three Months Ended
December 31,
Nine Months Ended
December 31,
2024202320242023
Share-based compensation expense$3,345 $3,000 $10,237 $8,554 
Related income tax benefit (a)(836)(750)(2,559)(2,139)
Net share-based compensation expense$2,509 $2,250 $7,678 $6,415 
(a) Income tax benefit is estimated using the statutory rate.

Restricted share activity was as follows:
Nine Months Ended December 31, 2024
Number of SharesWeighted Average Grant Date Fair Value
Outstanding at March 31, 2024:221,563 $166.62 
     Granted (a)61,423 342.16 
     Vested(75,629)168.35 
     Canceled(3,501)178.31 
Outstanding at December 31, 2024203,856 $204.13 
(a) Including incremental shares delivered to grant recipients as a result of performance-based awards vesting in excess of target (100%).

During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of December 31, 2024 and 2023 included 95,225 and 96,814 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, 2024 and 2023. We granted 18,962 and 29,120 awards with performance-based vesting provisions during the nine months ended December 31, 2024 and 2023, respectively, with a vesting range of 0%-200%.

At December 31, 2024, we had unrecognized compensation cost related to unvested restricted shares of $23.0 million, which will be amortized into net income over the remaining weighted average vesting period of approximately 2.1 years. The total fair value of restricted shares granted during the three months ended December 31, 2024 and 2023 was $7.1 million and $5.5 million, respectively. The total fair value of restricted shares granted during the nine months ended December 31, 2024 and 2023 was $14.3 million and $12.2 million, respectively. The total fair value of restricted shares vested during the three months ended December 31, 2024 and 2023 was $11.8 million and $6.3 million, respectively. The total fair value of restricted shares vested during the nine months ended December 31, 2024 and 2023 was $22.1 million and $14.7 million, respectively.
v3.24.4
LONG-TERM DEBT
9 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Debt consists of the following (in thousands):
December 31, 2024March 31, 2024
Revolving Credit Facility, interest rate of 0.00% (a) and 6.68% (b)
$— $166,000 
Less: Current portion— — 
Long-term debt$— $166,000 
(a) Interest rate effective on December 31, 2024 was not applicable due to there being no outstanding balance under the Revolving Credit Facility.
(b) Represents the interest rate effective on March 31, 2024.

Revolving Credit Facility

As discussed in Note 8 to our consolidated financial statements included in our Annual Report, prior to December 2022, we maintained a $400.0 million revolving credit facility that contained 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”). The credit facility was scheduled to mature on May 18, 2026. The Company incurred a total of $2.3 million in underwriting fees, which are being amortized over the life of the Second Credit Agreement. Borrowings under the Second Credit Agreement bore 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 was 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 paid 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 were payable at least quarterly and the outstanding principal balance was due at the maturity date. The Second Credit Agreement was 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 reducing the available incremental accordion by a corresponding amount (the term “Revolving Credit Facility” as used throughout this document refers to 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 $0.7 million in underwriting fees, which are being amortized over the remaining term of the Second Credit Agreement.

During the nine months ended December 31, 2024, we borrowed $32.7 million and repaid $198.3 million under the Revolving Credit Facility. As of December 31, 2024 and March 31, 2024, we had $0.0 million and $166.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the Revolving Credit Facility of $498.7 million (net of credit utilization) and $334.0 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, 2024.

Interest payments on the first $100.0 million borrowing under the Revolving Credit Facility were hedged under an interest rate swap agreement as described in Note 9 until September 2024, when the balance of the Revolving Credit Facility was paid off using a portion of the proceeds from the equity offering as discussed in Note 11 and the hedge was terminated as described in Note 9.
v3.24.4
LEASES
9 Months Ended
Dec. 31, 2024
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 23 years, some of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements.

Three Months Ended December 31,Nine Months Ended December 31,
(in thousands)2024202320242023
Components of Operating Lease Expenses
Operating lease expense (a)$3,258 $2,426 $9,605 $7,704 
Short-term lease expense245 179 695 514 
Total operating lease expense  $3,503 $2,605 $10,300 $8,218 
(a)  Included in cost of revenues and selling, general and administrative expenses

(in thousands)December 31, 2024March 31, 2024
Operating Lease Assets and Liabilities
Right-of-use assets, net (b)$61,487 $44,491 
Short-term lease liabilities (c)$10,532 $9,443 
Long-term lease liabilities (c)58,171 39,922 
Total operating lease liabilities$68,703 $49,365 
(b) Included in other assets
(c) Included in accrued and other current liabilities and other long-term liabilities
Nine Months Ended December 31,
(in thousands)20242023
Supplemental Cash Flow
Cash paid for amounts included in the measurement of operating lease liabilities (a)$9,486 $8,460 
Increase in right-of-use assets obtained in exchange for new or renewed operating lease obligations26,973 1,868 
Decrease in right-of-use assets and operating lease liabilities due to lease modification, remeasurement or termination3,123 15,371 
(a) Included in our Consolidated Statements of Cash Flows under operating activities in net income and accounts payable and other current liabilities
Other Information for Operating Leases
Weighted average remaining lease term (in years)7.256.44
Weighted average discount rate5.2 %2.7 %
Maturities of operating lease liabilities were as follows (in thousands): 
Year Ending March 31, 2025 (excluding the nine months ended December 31, 2024)$3,491 
202613,500 
202712,880 
202811,334 
20299,863 
Thereafter33,510 
Total lease liabilities 84,578 
Less: Imputed interest(15,875)
Present value of lease liabilities$68,703 
v3.24.4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING
9 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING
From time to time, we enter into interest rate swap agreements to hedge exposure to floating interest rates on certain portions of our debt.

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 of borrowings under our Revolving Credit Facility. This interest rate swap fixed the one-month SOFR rate at 3.85% for the first $100.0 million borrowing under our Revolving Credit Facility and was scheduled to expire on May 18, 2026. In September 2024, upon the payoff of the outstanding Revolving Credit Facility balance, we terminated the interest rate swap and incurred a cash payment of $0.4 million, which was reported in our Consolidated Statements of Income in interest expense, net. As of December 31, 2024 and March 31, 2024, we had $0.0 million and $100.0 million, respectively, of notional amount outstanding designated as an interest rate swap with third parties. 

The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands):
December 31, 2024March 31, 2024
Current derivative asset$— $1,186 
Non-current derivative asset— 221 

The impact of changes in fair value of the interest rate swap is included in Note 15.
Current and non-current derivative assets are reported in our consolidated balance sheets in prepaid expenses and other current assets and other assets, respectively. Current and non-current derivative liabilities are reported in our consolidated balance sheets in accrued and other current liabilities and other long-term liabilities, respectively.
v3.24.4
EARNINGS PER SHARE
9 Months Ended
Dec. 31, 2024
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, 2024 and 2023 (amounts in thousands, except per share data):

Three Months Ended
December 31,
Nine Months Ended
December 31,
2024202320242023
Net income$26,958 $9,305 $102,429 $70,544 
Less: Net income attributable to redeemable noncontrolling interest(10)(83)(839)(655)
Net income attributable to CSW Industrials, Inc.$26,948 $9,222 $101,590 $69,889 
Weighted average shares:
Common stock16,705 15,443 15,969 15,430 
Participating securities87 103 97 107 
Denominator for basic earnings per common share16,792 15,546 16,066 15,537 
Potentially dilutive securities80 50 70 41 
Denominator for diluted earnings per common share16,872 15,596 16,136 15,578 
Net income per share attributable to CSW Industrials, Inc.:
Basic$1.60 $0.59 $6.32 $4.50 
Diluted$1.60 $0.59 $6.30 $4.49 
v3.24.4
SHAREHOLDERS' EQUITY
9 Months Ended
Dec. 31, 2024
Equity [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY
Common Stock
December 31, 2024December 31, 2023
Common StockTreasury StockCommon StockTreasury Stock
Balance at beginning of the year16,465,776 952,394 16,377,820 902,157 
Vesting of performance shares and restricted stock units39,928 14,381 54,713 20,713 
Reissuance of treasury shares— (17,186)— (35,477)
Restricted stock awards activities19,967 10,639 31,545 11,840 
Share repurchases— 44,858 — 32,345 
Equity issuance1,265,000 — — — 
Ending balance17,790,671 1,005,086 16,464,078 931,578 

Equity Offering

In September 2024, the Company completed a follow-on equity offering, and issued and sold a total of 1,265,000 shares of our common stock to the public, including shares issued pursuant to the underwriters' full exercise of their over-allotment option, at an offering a price of $285 per share. We received proceeds of $347.4 million, net of underwriting fees and discounts and expenses incurred directly related to the offering. We used a portion of the proceeds to pay off the outstanding balance of our Revolving Credit Facility, as discussed in Note 7, and we plan to use the remainder of the proceeds for general corporate purposes, including potential future acquisitions.
Share Repurchase Program

On December 16, 2022, we announced that our Board of Directors authorized a program to repurchase up to $100.0 million of our common stock over a two-year period. On November 18, 2024, we announced that our Board of Directors authorized a new $200.0 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, 2026, for completion of the current repurchase program; however, such program may be limited or terminated at any time at our discretion without notice.

Under the current $200.0 million repurchase program, a total of 5,705 shares were repurchased during the three months ended December 31, 2024 for $2.2 million. Under the prior $100.0 million repurchase program, 6,703 and 39,153 shares were repurchased for the three and nine months ended December 31, 2024 for $2.6 million and $11.5 million, respectively. 25,914 and 32,345 shares were repurchased for the three and nine months ended December 31, 2023 for $4.7 million and $5.8 million, respectively.

In connection with the vesting of share awards, 10,737 and 25,020 shares for $3.9 million and $7.2 million, respectively, were tendered by employees to satisfy minimum tax withholding requirements during the three and nine months ended December 31, 2024, respectively. 11,939 and 32,553 shares for $2.1 million and $5.0 million, respectively, were tendered by employees to satisfy minimum tax withholding requirements during the three and nine months ended December 31, 2023, respectively.

Dividends

On April 14, 2023, we announced a quarterly dividend increase to $0.19 per share. On April 12, 2024, we announced a quarterly dividend increase to $0.21 per share. On October 11, 2024, we announced another quarterly dividend increase to $0.24 per share. Total dividends of $4.0 million and $2.9 million were paid during the three months ended December 31, 2024 and 2023, respectively. Total dividends of $10.6 million and $8.9 million were paid during the nine months ended December 31, 2024 and 2023, respectively.
On January 16, 2025, we announced a quarterly dividend of $0.24 per share payable on February 14, 2025 to shareholders of record as of January 31, 2025. Any future dividends at the existing $0.24 per share quarterly rate or otherwise will be reviewed individually and declared by our Board of Directors in its discretion.
v3.24.4
FAIR VALUE MEASUREMENTS
9 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The carrying amounts of cash, accounts receivable, net and accounts payable approximate their fair values at December 31, 2024 and March 31, 2024 due to their short-term nature. Cash equivalents generally consist of money market funds invested with a reputable and highly diversified global bank in instruments issued or guaranteed by the U.S. Treasury. The fair value of these cash equivalents is based on quoted market price, which is a Level I input. The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at variable rates. The fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level II inputs. 

The long-term investments with no readily determinable fair value are measured using the alternative for fair value and the investment's carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. As of December 31, 2024 and March 31, 2024, the long-term investments reported in the balance sheets were $2.9 million and $0.4 million, respectively.

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.
The fair value of the contingent consideration liability related to acquisitions is determined using either a scenario-based analysis on forecasted future results or an option pricing model simulation that determines an average projected payment value across numerous iterations. The contingent consideration liability is recorded at fair value on the acquisition date and is remeasured quarterly based on the then assessed fair value. The increases or decreases in the fair value of the contingent consideration can result from changes in future operations, forecasted revenue and assumed discount rates. The fair value measurement is based on significant inputs that are not observable in the market and is classified as Level III under the fair value hierarchy. As of December 31, 2024 and March 31, 2024, the contingent consideration liability reported in the balance sheets was $16.0 million and $7.2 million, respectively.
v3.24.4
CONTINGENCIES
9 Months Ended
Dec. 31, 2024
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.
v3.24.4
INCOME TAXES
9 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
For the three months ended December 31, 2024, we earned $31.3 million from operations before taxes and provided for income taxes of $4.3 million, resulting in an effective tax rate of 13.8%. For the nine months ended December 31, 2024, we earned $133.6 million from operations before taxes and provided for income taxes of $31.2 million, resulting in an effective tax rate of 23.3%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2024 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for global intangible low-taxed income (“GILTI”); offset by release of uncertain tax positions (“UTP”) due to lapse of statute, excess tax deductions related to equity compensation, foreign currency rate impact on the cumulative unrepatriated foreign earnings, foreign tax credits and foreign-derived intangible income (“FDII”).

In connection with the T.A. Industries, Inc. (“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 provided by the seller to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years, we recognized a tax indemnification asset of $12.5 million, $5 million of which was released in the three months ended March 31, 2021. 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. During the three months ended December 31, 2024, $2.7 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released due to the expiration of the tax statutes and was recorded as an income tax benefit. As of December 31, 2024, the UTP accrual related to TRUaire's pre-acquisition tax periods was $12.7 million and is expected to be released in the future as the statutes on the open tax years expire.

In connection with the Falcon Stainless, Inc. (“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 provided by the seller to the Company for up to $4.5 million related to UTPs taken in pre-acquisition years, we recognized an initial tax indemnification asset of $3.0 million, which 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, 2024, as a result of the statue expiration, $0.9 million UTP was released and the related $0.9 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. During the three months ended December 31, 2023, as a result of the statute expiration, $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. As of December 31, 2024, the UTP reserves and offsetting indemnification asset related to Falcon's pre-acquisition period were $1.8 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, 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 aforementioned release of the indemnification assets, the release of
UTPs, 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.

The Company expects $6.2 million of reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire.

The Organization for Economic Cooperation and Development introduced a framework under pillar two ("Pillar Two"), which includes a global minimum tax rate of 15% that applies to fiscal years starting on or after January 1, 2024, with certain remaining provisions to be effective in 2025. Certain jurisdictions in which we do business have enacted laws implementing Pillar Two. Based on our current forecast, we do not expect the Pillar Two rules to apply to the Company in the near term. We are monitoring these developments and do not believe these rules will have a material impact on our financial condition and/or consolidated results.
v3.24.4
OTHER COMPREHENSIVE INCOME (LOSS)
9 Months Ended
Dec. 31, 2024
Equity [Abstract]  
OTHER COMPREHENSIVE INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS)
The following table provides an analysis of the changes in accumulated other comprehensive income (loss) (in thousands):

Three Months Ended
December 31,
20242023
Currency translation adjustments:
Balance at beginning of period$(8,956)$(10,030)
Adjustments for foreign currency translation(3,674)1,231 
Balance at end of period$(12,630)$(8,799)
Interest rate swaps:
Balance at beginning of period$— $1,848 
Unrealized gains (losses), net of taxes of $0 and $331, respectively (a)
— (1,244)
Reclassification of losses included in interest expense, net, net of taxes of $0 and $83, respectively
— (314)
Other comprehensive income (loss)— (1,558)
Balance at end of period$— $290 
Defined benefit plans:
Balance at beginning of period$(99)$(103)
Amortization of net gains, net of taxes of $0 and $0, respectively (b)
— — 
Balance at end of period$(99)$(103)
Nine Months Ended December 31,
20242023
Currency translation adjustments:
Balance at beginning of period$(10,137)$(8,190)
Adjustments for foreign currency translation(2,493)(609)
Balance at end of period$(12,630)$(8,799)
Interest rate swaps:
Balance at beginning of period$1,111 $(114)
Unrealized gains (losses), net of taxes of $153 and $(336), respectively (a)
(577)1,265 
Reclassification of losses included in interest expense, net,
  net of taxes of $142 and $229, respectively
(534)(861)
Other comprehensive income (loss)(1,111)404 
Balance at end of period$— $290 
Defined benefit plans:
Balance at beginning of period$(100)$(105)
Amortization of net gains, net of taxes of $0 and $(1), respectively (b)
Balance at end of period$(99)$(103)
(a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest settlements are made or received. As discussed in Note 9, the interest rate swap was terminated in September 2024. As such, no gain or loss is expected to be recognized over the next twelve months.
(b) Amortization of actuarial gains (losses) out of accumulated comprehensive loss are included in the computation of net periodic pension expense.
v3.24.4
REVENUE RECOGNITION
9 Months Ended
Dec. 31, 2024
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, 2024Nine Months Ended December 31, 2024
Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotalContractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Build-to-order$— $— $25,422 $25,422 $— $— $81,255 $81,255 
Book-and-ship130,292 34,537 3,398 168,227 445,594 109,771 11,132 566,497 
Net revenues$130,292 $34,537 $28,820 $193,649 $445,594 $109,771 $92,387 $647,752 

Three Months Ended December 31, 2023Nine Months Ended December 31, 2023
Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotalContractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Build-to-order$— $— $24,167 $24,167 $— $— $73,463 $73,463 
Book-and-ship113,434 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 

As of December 31, 2024 and March 31, 2024, accounts receivable balances were $114.8 million and $142.7 million, respectively. As of December 31, 2023 and March 31, 2023, accounts receivable balances were $104.5 million and $122.8 million, respectively.
Contract Balances

Contract liabilities, which are included in accrued and other current liabilities in our consolidated balance sheets were as follows (in thousands):
December 31, 2024December 31, 2023
Balance at beginning of the year:$548 $637 
Revenue recognized during the period(411)(574)
New contracts and revenue added to existing contracts during the period588 585 
Ending balance$725 $648 
v3.24.4
SEGMENTS
9 Months Ended
Dec. 31, 2024
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, 2024:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$130,292 $34,537 $28,820 $193,649 $— $193,649 
Intersegment revenue1,859 30 — 1,889 (1,889)— 
Operating income26,756 5,238 3,645 35,639 (6,044)29,595 

Three Months Ended December 31, 2023:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$113,434 $33,672 $27,861 $174,967 $— $174,967 
Intersegment revenue1,978 40 — 2,018 (2,018)— 
Operating income25,751 3,740 3,537 33,028 (5,447)27,581 

Nine months ended December 31, 2024:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$445,594 $109,772 $92,386 $647,752 $— $647,752 
Intersegment revenue5,809 121 — 5,930 (5,930)— 
Operating income122,894 18,208 15,451 156,553 (20,349)136,204 
Nine months ended December 31, 2023:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$389,392 $107,929 $84,659 $581,980 $— $581,980 
Intersegment revenue5,876 108 — 5,984 (5,984)— 
Operating income104,443 15,534 13,029 133,006 (18,226)114,780 
v3.24.4
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure                
Net income $ 26,948 $ 36,051 $ 38,591 $ 9,222 $ 30,055 $ 30,611 $ 101,590 $ 69,889
v3.24.4
Insider Trading Arrangements
3 Months Ended 9 Months Ended
Dec. 31, 2024
shares
Dec. 31, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
James Perry [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During the fiscal quarter ended December 31, 2024, the following directors and officers of the Company adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K promulgated under the Exchange Act) that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act:

James Perry, the Company’s Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement on November 4, 2024. Under Mr. Perry’s trading arrangement, he may sell an aggregate of up to 1,740 shares of the Company’s common stock, which 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 13, 2025 and ending January 30, 2026.
Name James Perry  
Title Executive Vice President and Chief Financial Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date November 4, 2024  
Arrangement Duration 351 days  
Aggregate Available 1,740 1,740
v3.24.4
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies)
9 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (“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 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 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, 2024, and the results of operations for the three and nine month periods ended December 31, 2024 and 2023. All adjustments are of a normal, recurring nature.

The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These 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, 2024 (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.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. Also, this ASU requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. This ASU will be effective for our Form 10-K for fiscal 2028 and our Form 10-Q for the first quarter of 2029. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
v3.24.4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Tables)
9 Months Ended
Dec. 31, 2024
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, 2024March 31, 2024
Cash$6,303 $5,909 
Accounts receivable, net6,691 8,094 
Inventories, net5,821 3,851 
Prepaid expenses and other current assets353 138 
Property, plant and equipment, net14,098 14,241 
Intangible assets, net5,061 5,669 
Other assets575 315 
Total assets$38,902 $38,217 
Accounts payable$4,869 $6,004 
Accrued and other current liabilities1,434 1,463 
Other long-term liabilities388 206 
Total liabilities$6,691 $7,673 
Schedule of Changes in Redeemable Noncontrolling Interest Changes in redeemable noncontrolling interest for the nine-month period ended December 31, 2024 were as follows (in thousands):
December 31, 2024December 31, 2023
Balance at beginning of the year$19,355 $18,464 
Net income attributable to redeemable noncontrolling interest839 655 
Ending balance$20,194 $19,119 
v3.24.4
INVENTORIES (Tables)
9 Months Ended
Dec. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories consist of the following (in thousands):
December 31, 2024March 31, 2024
Raw materials and supplies$57,062 $44,866 
Work in process6,376 5,194 
Finished goods148,958 109,695 
Total inventories212,396 159,755 
Less: Obsolescence reserve(9,632)(9,006)
Inventories, net$202,764 $150,749 
v3.24.4
GOODWILL AND INTANGIBLE ASSETS (Tables)
9 Months Ended
Dec. 31, 2024
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, 2024 and March 31, 2024 were as follows (in thousands):

Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Balance at March 31, 2024$213,544 $9,358 $24,289 $247,191 
Dust Free acquisition(724)— — (724)
PSP acquisition9,023 — — 9,023 
PF WaterWorks acquisition11,972 — — 11,972 
Currency translation20 (30)(511)(521)
Balance at December 31, 2024$233,835 $9,328 $23,778 $266,941 
Schedule of Intangible Assets
The following table provides information about our intangible assets (in thousands, except years): 

December 31, 2024March 31, 2024
Weighted Avg Life (Years)Gross AmountAccumulated AmortizationGross AmountAccumulated Amortization
Finite-lived intangible assets:
Patents11$17,634 $(9,889)$15,084 $(9,306)
Customer lists and amortized trademarks14393,715 (120,673)346,136 (103,407)
Non-compete agreements61,000 (595)1,000 (453)
Other106,276 (3,017)6,275 (2,649)
$418,625 $(134,174)$368,495 $(115,815)
Trade names and trademarks not being amortized:$70,805 $— $66,139 $— 
Schedule of Estimated Future Amortization for Intangible Assets The following table shows the estimated future amortization for intangible assets, as of December 31, 2024, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands):
2025$6,518 
202626,248 
202725,170 
202824,770 
202924,693 
Thereafter177,052 
Total$284,451 
v3.24.4
SHARE-BASED COMPENSATION (Tables)
9 Months Ended
Dec. 31, 2024
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, 2024 and 2023 (in thousands): 
Three Months Ended
December 31,
Nine Months Ended
December 31,
2024202320242023
Share-based compensation expense$3,345 $3,000 $10,237 $8,554 
Related income tax benefit (a)(836)(750)(2,559)(2,139)
Net share-based compensation expense$2,509 $2,250 $7,678 $6,415 
(a) Income tax benefit is estimated using the statutory rate.
Schedule of Restricted Share Activity
Restricted share activity was as follows:
Nine Months Ended December 31, 2024
Number of SharesWeighted Average Grant Date Fair Value
Outstanding at March 31, 2024:221,563 $166.62 
     Granted (a)61,423 342.16 
     Vested(75,629)168.35 
     Canceled(3,501)178.31 
Outstanding at December 31, 2024203,856 $204.13 
(a) Including incremental shares delivered to grant recipients as a result of performance-based awards vesting in excess of target (100%).
v3.24.4
LONG-TERM DEBT (Tables)
9 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
Debt consists of the following (in thousands):
December 31, 2024March 31, 2024
Revolving Credit Facility, interest rate of 0.00% (a) and 6.68% (b)
$— $166,000 
Less: Current portion— — 
Long-term debt$— $166,000 
(a) Interest rate effective on December 31, 2024 was not applicable due to there being no outstanding balance under the Revolving Credit Facility.
(b) Represents the interest rate effective on March 31, 2024.
v3.24.4
LEASES (Tables)
9 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Components of Operating Lease Expense, Operating Lease Assets and Liabilities, Supplemental Cash Flow, and Other Information
We have operating leases for manufacturing facilities, offices, warehouses, vehicles and certain equipment. Our leases have remaining lease terms of 1 year to 23 years, some of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements.

Three Months Ended December 31,Nine Months Ended December 31,
(in thousands)2024202320242023
Components of Operating Lease Expenses
Operating lease expense (a)$3,258 $2,426 $9,605 $7,704 
Short-term lease expense245 179 695 514 
Total operating lease expense  $3,503 $2,605 $10,300 $8,218 
(a)  Included in cost of revenues and selling, general and administrative expenses

(in thousands)December 31, 2024March 31, 2024
Operating Lease Assets and Liabilities
Right-of-use assets, net (b)$61,487 $44,491 
Short-term lease liabilities (c)$10,532 $9,443 
Long-term lease liabilities (c)58,171 39,922 
Total operating lease liabilities$68,703 $49,365 
(b) Included in other assets
(c) Included in accrued and other current liabilities and other long-term liabilities
Nine Months Ended December 31,
(in thousands)20242023
Supplemental Cash Flow
Cash paid for amounts included in the measurement of operating lease liabilities (a)$9,486 $8,460 
Increase in right-of-use assets obtained in exchange for new or renewed operating lease obligations26,973 1,868 
Decrease in right-of-use assets and operating lease liabilities due to lease modification, remeasurement or termination3,123 15,371 
(a) Included in our Consolidated Statements of Cash Flows under operating activities in net income and accounts payable and other current liabilities
Other Information for Operating Leases
Weighted average remaining lease term (in years)7.256.44
Weighted average discount rate5.2 %2.7 %
Schedule of Maturities of Operating Lease Liabilities
Maturities of operating lease liabilities were as follows (in thousands): 
Year Ending March 31, 2025 (excluding the nine months ended December 31, 2024)$3,491 
202613,500 
202712,880 
202811,334 
20299,863 
Thereafter33,510 
Total lease liabilities 84,578 
Less: Imputed interest(15,875)
Present value of lease liabilities$68,703 
v3.24.4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING (Tables)
9 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Fair Value of Derivatives
The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands):
December 31, 2024March 31, 2024
Current derivative asset$— $1,186 
Non-current derivative asset— 221 
v3.24.4
EARNINGS PER SHARE (Tables)
9 Months Ended
Dec. 31, 2024
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, 2024 and 2023 (amounts in thousands, except per share data):

Three Months Ended
December 31,
Nine Months Ended
December 31,
2024202320242023
Net income$26,958 $9,305 $102,429 $70,544 
Less: Net income attributable to redeemable noncontrolling interest(10)(83)(839)(655)
Net income attributable to CSW Industrials, Inc.$26,948 $9,222 $101,590 $69,889 
Weighted average shares:
Common stock16,705 15,443 15,969 15,430 
Participating securities87 103 97 107 
Denominator for basic earnings per common share16,792 15,546 16,066 15,537 
Potentially dilutive securities80 50 70 41 
Denominator for diluted earnings per common share16,872 15,596 16,136 15,578 
Net income per share attributable to CSW Industrials, Inc.:
Basic$1.60 $0.59 $6.32 $4.50 
Diluted$1.60 $0.59 $6.30 $4.49 
v3.24.4
SHAREHOLDERS' EQUITY (Tables)
9 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Stockholders Equity
Common Stock
December 31, 2024December 31, 2023
Common StockTreasury StockCommon StockTreasury Stock
Balance at beginning of the year16,465,776 952,394 16,377,820 902,157 
Vesting of performance shares and restricted stock units39,928 14,381 54,713 20,713 
Reissuance of treasury shares— (17,186)— (35,477)
Restricted stock awards activities19,967 10,639 31,545 11,840 
Share repurchases— 44,858 — 32,345 
Equity issuance1,265,000 — — — 
Ending balance17,790,671 1,005,086 16,464,078 931,578 
v3.24.4
OTHER COMPREHENSIVE INCOME (LOSS) (Tables)
9 Months Ended
Dec. 31, 2024
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 income (loss) (in thousands):

Three Months Ended
December 31,
20242023
Currency translation adjustments:
Balance at beginning of period$(8,956)$(10,030)
Adjustments for foreign currency translation(3,674)1,231 
Balance at end of period$(12,630)$(8,799)
Interest rate swaps:
Balance at beginning of period$— $1,848 
Unrealized gains (losses), net of taxes of $0 and $331, respectively (a)
— (1,244)
Reclassification of losses included in interest expense, net, net of taxes of $0 and $83, respectively
— (314)
Other comprehensive income (loss)— (1,558)
Balance at end of period$— $290 
Defined benefit plans:
Balance at beginning of period$(99)$(103)
Amortization of net gains, net of taxes of $0 and $0, respectively (b)
— — 
Balance at end of period$(99)$(103)
Nine Months Ended December 31,
20242023
Currency translation adjustments:
Balance at beginning of period$(10,137)$(8,190)
Adjustments for foreign currency translation(2,493)(609)
Balance at end of period$(12,630)$(8,799)
Interest rate swaps:
Balance at beginning of period$1,111 $(114)
Unrealized gains (losses), net of taxes of $153 and $(336), respectively (a)
(577)1,265 
Reclassification of losses included in interest expense, net,
  net of taxes of $142 and $229, respectively
(534)(861)
Other comprehensive income (loss)(1,111)404 
Balance at end of period$— $290 
Defined benefit plans:
Balance at beginning of period$(100)$(105)
Amortization of net gains, net of taxes of $0 and $(1), respectively (b)
Balance at end of period$(99)$(103)
(a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest settlements are made or received. As discussed in Note 9, the interest rate swap was terminated in September 2024. As such, no gain or loss is expected to be recognized over the next twelve months.
(b) Amortization of actuarial gains (losses) out of accumulated comprehensive loss are included in the computation of net periodic pension expense.
v3.24.4
REVENUE RECOGNITION (Tables)
9 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands):
Three Months Ended December 31, 2024Nine Months Ended December 31, 2024
Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotalContractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Build-to-order$— $— $25,422 $25,422 $— $— $81,255 $81,255 
Book-and-ship130,292 34,537 3,398 168,227 445,594 109,771 11,132 566,497 
Net revenues$130,292 $34,537 $28,820 $193,649 $445,594 $109,771 $92,387 $647,752 

Three Months Ended December 31, 2023Nine Months Ended December 31, 2023
Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotalContractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsTotal
Build-to-order$— $— $24,167 $24,167 $— $— $73,463 $73,463 
Book-and-ship113,434 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 
Schedule of Contract Liabilities
Contract liabilities, which are included in accrued and other current liabilities in our consolidated balance sheets were as follows (in thousands):
December 31, 2024December 31, 2023
Balance at beginning of the year:$548 $637 
Revenue recognized during the period(411)(574)
New contracts and revenue added to existing contracts during the period588 585 
Ending balance$725 $648 
v3.24.4
SEGMENTS (Tables)
9 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of 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, 2024:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$130,292 $34,537 $28,820 $193,649 $— $193,649 
Intersegment revenue1,859 30 — 1,889 (1,889)— 
Operating income26,756 5,238 3,645 35,639 (6,044)29,595 

Three Months Ended December 31, 2023:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$113,434 $33,672 $27,861 $174,967 $— $174,967 
Intersegment revenue1,978 40 — 2,018 (2,018)— 
Operating income25,751 3,740 3,537 33,028 (5,447)27,581 

Nine months ended December 31, 2024:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$445,594 $109,772 $92,386 $647,752 $— $647,752 
Intersegment revenue5,809 121 — 5,930 (5,930)— 
Operating income122,894 18,208 15,451 156,553 (20,349)136,204 
Nine months ended December 31, 2023:
(in thousands)Contractor SolutionsSpecialized Reliability SolutionsEngineered Building SolutionsSubtotal - Reportable SegmentsEliminations and OtherTotal
Revenues, net to external customers$389,392 $107,929 $84,659 $581,980 $— $581,980 
Intersegment revenue5,876 108 — 5,984 (5,984)— 
Operating income104,443 15,534 13,029 133,006 (18,226)114,780 
v3.24.4
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - Additional Information (Details)
9 Months Ended
Dec. 31, 2024
segment
country
brand
Accounting Policies [Abstract]  
Number of reportable segments | segment 3
Number of countries | country 100
Highly respected industrial brands (more than) | brand 100
v3.24.4
ACQUISITIONS - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Nov. 04, 2024
Aug. 01, 2024
Feb. 06, 2024
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Business Acquisition [Line Items]              
Cash paid for acquisitions         $ 84,491 $ 5,284  
Goodwill       $ 266,941 266,941   $ 247,191
PF WaterWorks, L.P.              
Business Acquisition [Line Items]              
Business combination, consideration transferred $ 43,200            
Cash paid for acquisitions 40,000            
Business combination consideration transferred working capital adjustment 2,200            
Noncurrent contingent consideration $ 1,000            
Business combination target period 3 years 2 months 12 days            
Transaction expenses incurred       1,100 1,300    
Goodwill $ 12,000            
Fair value of accounts receivable acquired 1,600            
Fair value of inventory acquired 4,200            
Fair value of other current asset 100            
Fair value of other current assets acquired 100            
Fair value of other assets 300            
Fair value of current liabilities acquired 900            
Other liabilities $ 100            
Assets acquired, amortization period 15 years            
PF WaterWorks, L.P. | Trademarks              
Business Acquisition [Line Items]              
Indefinitely lived intangible assets acquired $ 2,700            
PF WaterWorks, L.P. | Patents              
Business Acquisition [Line Items]              
Indefinitely lived intangible assets acquired 400            
PF WaterWorks, L.P. | Customer Lists              
Business Acquisition [Line Items]              
Finite lived intangible assets acquired $ 22,800            
Assets acquired, amortization period 15 years            
PF WaterWorks, L.P. | Patents              
Business Acquisition [Line Items]              
Assets acquired, amortization period 5 years            
PSP Products, Inc.              
Business Acquisition [Line Items]              
Business combination, consideration transferred   $ 47,100          
Cash paid for acquisitions   32,500          
Business combination consideration transferred working capital adjustment   7,000          
Noncurrent contingent consideration   $ 7,600          
Business combination target period   2 years 6 months          
Transaction expenses incurred       $ 100 $ 300    
Goodwill   $ 9,000          
Fair value of accounts receivable acquired   4,400          
Fair value of inventory acquired   8,900          
Fair value of other current asset   300          
Fair value of other current assets acquired   300          
Fair value of other assets   700          
Fair value of current liabilities acquired   2,600          
Other liabilities   $ 400          
Assets acquired, amortization period   15 years          
PSP Products, Inc. | Trademarks              
Business Acquisition [Line Items]              
Indefinitely lived intangible assets acquired   $ 2,000          
PSP Products, Inc. | Customer Lists              
Business Acquisition [Line Items]              
Finite lived intangible assets acquired   $ 24,500          
Assets acquired, amortization period   15 years          
PSP Products, Inc. | Valuation Technique, Option Pricing Model              
Business Acquisition [Line Items]              
Noncurrent contingent consideration   $ 600          
PSP Products, Inc. | Valuation Technique, Consensus Pricing Model              
Business Acquisition [Line Items]              
Noncurrent contingent consideration   $ 7,000          
Dust Free, LP              
Business Acquisition [Line Items]              
Business combination, consideration transferred     $ 34,200        
Cash paid for acquisitions     27,400        
Noncurrent contingent consideration     $ 6,800        
Business combination target period     6 years        
Transaction expenses incurred             $ 700
Goodwill     $ 3,200        
Fair value of accounts receivable acquired     2,900        
Fair value of inventory acquired     4,100        
Fair value of other current asset     400        
Fair value of other current assets acquired     3,600        
Fair value of current liabilities acquired     $ 2,300        
Assets acquired, amortization period     15 years        
Percent of outstanding equity acquired     100.00%        
Cash acquired from acquisition     $ 600        
Working capital adjustment     500        
Cash and equivalents     600        
Dust Free, LP | Trademarks              
Business Acquisition [Line Items]              
Indefinitely lived intangible assets acquired     1,600        
Fair value of the assets acquired, indefinite-lived     1,000        
Dust Free, LP | Customer Lists              
Business Acquisition [Line Items]              
Finite lived intangible assets acquired     $ 20,100        
Assets acquired, amortization period     15 years        
Dust Free, LP | Trade Names              
Business Acquisition [Line Items]              
Finite lived intangible assets acquired     $ 600        
Assets acquired, amortization period     2 years        
Dust Free, LP | Valuation Technique, Option Pricing Model              
Business Acquisition [Line Items]              
Noncurrent contingent consideration     $ 2,100        
Dust Free, LP | Valuation Technique, Consensus Pricing Model              
Business Acquisition [Line Items]              
Noncurrent contingent consideration     $ 4,700        
v3.24.4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Variable Interest Entity [Line Items]    
Cash $ 213,754 $ 22,156
Inventories, net 202,764 150,749
Prepaid expenses and other current assets 32,120 15,840
Property, plant and equipment, net 94,208 92,811
Total assets 1,350,195 1,043,326
Other long-term liabilities 150,181 125,298
Total liabilities 285,978 408,248
Variable Interest Entity    
Variable Interest Entity [Line Items]    
Cash 6,303 5,909
Accounts receivable, net 6,691 8,094
Inventories, net 5,821 3,851
Prepaid expenses and other current assets 353 138
Property, plant and equipment, net 14,098 14,241
Intangible assets, net 5,061 5,669
Other assets 575 315
Total assets 38,902 38,217
Accounts payable 4,869 6,004
Accrued and other current liabilities 1,434 1,463
Other long-term liabilities 388 206
Total liabilities $ 6,691 $ 7,673
v3.24.4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Apr. 01, 2021
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Variable Interest Entity [Line Items]                  
Net income   $ 26,948 $ 36,051 $ 38,591 $ 9,222 $ 30,055 $ 30,611 $ 101,590 $ 69,889
Variable Interest Entity                  
Variable Interest Entity [Line Items]                  
Net income   $ 0           $ 1,700  
Interest sold (in percent) 50.00%                
Initiating member's equity interest 90.00%                
v3.24.4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Changes In Redeemable Noncontrolling Interest (Details) - USD ($)
$ in Thousands
9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Equity, Attributable to Noncontrolling Interest [Roll Forward]    
Beginning balance $ 19,355  
Ending balance 20,194  
Variable Interest Entity    
Equity, Attributable to Noncontrolling Interest [Roll Forward]    
Beginning balance 19,355 $ 18,464
Net income attributable to redeemable noncontrolling interest 839 655
Ending balance $ 20,194 $ 19,119
v3.24.4
INVENTORIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Inventory Disclosure [Abstract]    
Raw materials and supplies $ 57,062 $ 44,866
Work in process 6,376 5,194
Finished goods 148,958 109,695
Total inventories 212,396 159,755
Less: Obsolescence reserve (9,632) (9,006)
Inventories, net $ 202,764 $ 150,749
v3.24.4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Goodwill [Roll Forward]    
Balance at beginning of period   $ 247,191
Currency translation   (521)
Balance at end of period $ 266,941 266,941
Dust Free, LP    
Goodwill [Roll Forward]    
Dust Free acquisition   (724)
PSP Products, Inc.    
Goodwill [Roll Forward]    
PSP acquisition   9,023
PF WaterWorks acquisition    
Goodwill [Roll Forward]    
Dust Free acquisition 11,972  
Contractor Solutions    
Goodwill [Roll Forward]    
Balance at beginning of period   213,544
Currency translation   20
Balance at end of period 233,835 233,835
Contractor Solutions | Dust Free, LP    
Goodwill [Roll Forward]    
Dust Free acquisition   (724)
Contractor Solutions | PSP Products, Inc.    
Goodwill [Roll Forward]    
PSP acquisition   9,023
Contractor Solutions | PF WaterWorks acquisition    
Goodwill [Roll Forward]    
Dust Free acquisition 11,972  
Specialized Reliability Solutions    
Goodwill [Roll Forward]    
Balance at beginning of period   9,358
Currency translation   (30)
Balance at end of period 9,328 9,328
Specialized Reliability Solutions | Dust Free, LP    
Goodwill [Roll Forward]    
Dust Free acquisition   0
Specialized Reliability Solutions | PSP Products, Inc.    
Goodwill [Roll Forward]    
PSP acquisition   0
Specialized Reliability Solutions | PF WaterWorks acquisition    
Goodwill [Roll Forward]    
Dust Free acquisition 0  
Engineered Building Solutions    
Goodwill [Roll Forward]    
Balance at beginning of period   24,289
Currency translation   (511)
Balance at end of period 23,778 23,778
Engineered Building Solutions | Dust Free, LP    
Goodwill [Roll Forward]    
Dust Free acquisition   0
Engineered Building Solutions | PSP Products, Inc.    
Goodwill [Roll Forward]    
PSP acquisition   $ 0
Engineered Building Solutions | PF WaterWorks acquisition    
Goodwill [Roll Forward]    
Dust Free acquisition $ 0  
v3.24.4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
9 Months Ended
Dec. 31, 2024
Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Amount $ 418,625 $ 368,495
Accumulated Amortization (134,174) (115,815)
Trademarks and Trade Names    
Indefinite-lived Intangible Assets [Line Items]    
Gross Amount $ 70,805 66,139
Patents    
Finite-Lived Intangible Assets [Line Items]    
Weighted Avg Life (Years) 11 years  
Gross Amount $ 17,634 15,084
Accumulated Amortization $ (9,889) (9,306)
Customer lists and amortized trademarks    
Finite-Lived Intangible Assets [Line Items]    
Weighted Avg Life (Years) 14 years  
Gross Amount $ 393,715 346,136
Accumulated Amortization $ (120,673) (103,407)
Non-compete agreements    
Finite-Lived Intangible Assets [Line Items]    
Weighted Avg Life (Years) 6 years  
Gross Amount $ 1,000 1,000
Accumulated Amortization $ (595) (453)
Other    
Finite-Lived Intangible Assets [Line Items]    
Weighted Avg Life (Years) 10 years  
Gross Amount $ 6,276 6,275
Accumulated Amortization $ (3,017) $ (2,649)
v3.24.4
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense of intangible assets $ 6.4 $ 5.7 $ 18.3 $ 17.0
v3.24.4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Future Amortization (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2025 $ 6,518
2026 26,248
2027 25,170
2028 24,770
2029 24,693
Thereafter 177,052
Total $ 284,451
v3.24.4
SHARE-BASED COMPENSATION - Additional Information (Details) - Stock Compensation Plan - shares
Dec. 31, 2024
Sep. 16, 2024
2015 Plan    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares of common stock granted (in shares)   1,230,000
2024 Plan    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares of common stock granted (in shares) 850,000  
Shares available for issuance (in shares) 827,520  
v3.24.4
SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation (Details) - Restricted Stock - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense $ 3,345 $ 3,000 $ 10,237 $ 8,554
Related income tax benefit (836) (750) (2,559) (2,139)
Net share-based compensation expense $ 2,509 $ 2,250 $ 7,678 $ 6,415
v3.24.4
SHARE-BASED COMPENSATION - Restricted Share Activity (Details) - Restricted Stock
9 Months Ended
Dec. 31, 2024
$ / shares
shares
Number of Shares  
Outstanding at beginning of period (in shares) | shares 221,563
Granted (in shares) | shares 61,423
Vested (in shares) | shares (75,629)
Canceled (in shares) | shares (3,501)
Outstanding at end of period (in shares) | shares 203,856
Weighted Average Grant Date Fair Value  
Outstanding at beginning of period (in USD per share) | $ / shares $ 166.62
Granted (in USD per share) | $ / shares 342.16
Vested (in USD per share) | $ / shares 168.35
Canceled (in USD per share) | $ / shares 178.31
Outstanding at end of period (in USD per share) | $ / shares $ 204.13
v3.24.4
SHARE-BASED COMPENSATION (Restricted Stock Activity) - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Restricted Stock Performance Shares          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unvested restricted shares outstanding (in shares) 95,225 96,814 95,225 96,814  
Restricted Stock Performance Shares | Cliff Vesting          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period     36 months    
Granted (in shares) 0 0 18,962 29,120  
Restricted Stock Performance Shares | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Performance-based vesting range     0.00%    
Restricted Stock Performance Shares | Minimum | Cliff Vesting          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Performance-based vesting range     0.00%    
Restricted Stock Performance Shares | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Performance-based vesting range     200.00%    
Restricted Stock Performance Shares | Maximum | Cliff Vesting          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Performance-based vesting range     200.00%    
Restricted Stock          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unvested restricted shares outstanding (in shares) 203,856   203,856   221,563
Granted (in shares)     61,423    
Unrecognized compensation costs related to unvested restricted shares $ 23.0   $ 23.0    
Weighted average vesting period     2 years 1 month 6 days    
Fair value of restricted shares granted 7.1 $ 5.5 $ 14.3 $ 12.2  
Fair value of restricted shares vested $ 11.8 $ 6.3 $ 22.1 $ 14.7  
v3.24.4
LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Debt Instrument [Line Items]    
Less: Current portion $ 0 $ 0
Long-term debt $ 0 $ 166,000
Revolving Credit Facility    
Debt Instrument [Line Items]    
Interest rate 0.00% 6.68%
Long term debt $ 0 $ 166,000
v3.24.4
LONG-TERM DEBT AND COMMITMENTS - Revolving Credit Agreement (Details) - USD ($)
9 Months Ended
May 18, 2021
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Feb. 07, 2023
Dec. 15, 2022
Dec. 14, 2022
Debt Instrument [Line Items]              
Borrowings on line of credit   $ 32,723,000 $ 72,308,000        
Repayments of long-term debt   198,723,000 $ 172,308,000        
Interest Rate Swap              
Debt Instrument [Line Items]              
Amount of hedged item   100,000,000     $ 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            
Long term debt   0   $ 166,000,000      
Revolving Credit Facility | LIBOR              
Debt Instrument [Line Items]              
Spread on interest rate 1.00%            
Revolving Credit Facility | Federal Funds Effective Rate              
Debt Instrument [Line Items]              
Spread on interest rate 0.50%            
Revolving Credit Facility | Line of Credit              
Debt Instrument [Line Items]              
Maximum borrowing capacity $ 400,000,000         $ 500,000,000 $ 400,000,000
Line of credit facility, accordion feature 150,000,000            
Debt discount and issuance costs $ 2,300,000         $ 700,000  
Borrowings on line of credit   32,700,000          
Repayments of long-term debt   198,300,000          
Long term debt   0   166,000,000      
Line of credit facility, remaining borrowing capacity   $ 498,700,000   $ 334,000,000      
Maximum leverage ratio 3.75            
Duration of temporary increase for maximum leverage ratio 18 months            
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 | Minimum | Prime Rate              
Debt Instrument [Line Items]              
Spread on interest rate 0.25%            
Revolving Credit Facility | Line of Credit | Minimum | London Interbank Offered Rate              
Debt Instrument [Line Items]              
Spread on interest rate 1.25%            
Revolving Credit Facility | Line of Credit | Maximum              
Debt Instrument [Line Items]              
Commitment fee percentage 0.40%            
Revolving Credit Facility | Line of Credit | Maximum | Prime Rate              
Debt Instrument [Line Items]              
Spread on interest rate 1.50%            
Revolving Credit Facility | Line of Credit | Maximum | London Interbank Offered Rate              
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            
v3.24.4
LEASES - Additional Information (Details)
Dec. 31, 2024
Minimum  
Lessee, Lease, Description [Line Items]  
Remaining lease term 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Remaining lease term 23 years
v3.24.4
LEASES - Components of Operating Lease Expenses (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]        
Operating lease expense $ 3,258 $ 2,426 $ 9,605 $ 7,704
Short-term lease expense 245 179 695 514
Total operating lease expense   $ 3,503 $ 2,605 $ 10,300 $ 8,218
v3.24.4
LEASES - Operating Lease Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Leases [Abstract]    
Right-of-use assets, net $ 61,487 $ 44,491
Short-term lease liabilities 10,532 9,443
Long-term lease liabilities 58,171 39,922
Total operating lease liabilities $ 68,703 $ 49,365
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
v3.24.4
LEASES - Supplemental Cash Flow (Details) - USD ($)
$ in Thousands
9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Cash paid for amounts included in the measurement of operating lease liabilities $ 9,486 $ 8,460
Increase in right-of-use assets obtained in exchange for new or renewed operating lease obligations 26,973 1,868
Decrease in right-of-use assets and operating lease liabilities due to lease modification, remeasurement or termination $ 3,123 $ 15,371
v3.24.4
LEASES - Other Information for Operating Leases (Details)
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted average remaining lease term (in years) 7 years 3 months 6 years 5 months 8 days
Weighted average discount rate 5.20% 2.70%
v3.24.4
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Leases [Abstract]    
Year Ending March 31, 2025 (excluding the nine months ended December 31, 2024) $ 3,491  
2026 13,500  
2027 12,880  
2028 11,334  
2029 9,863  
Thereafter 33,510  
Total lease liabilities  84,578  
Less: Imputed interest (15,875)  
Present value of lease liabilities $ 68,703 $ 49,365
v3.24.4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Additional Information (Details) - Interest Rate Swap - USD ($)
$ in Millions
1 Months Ended
Sep. 30, 2024
Dec. 31, 2024
Mar. 31, 2024
Feb. 07, 2023
Derivative [Line Items]        
Amount of hedged item   $ 100.0   $ 100.0
Derivative, fixed interest rate       3.85%
Payment for hedge $ 0.4      
Notional amount   $ 0.0 $ 100.0  
v3.24.4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Fair Value of Derivatives (Details) - Hedging Instrument - Interest Rate Swap - USD ($)
$ in Thousands
Dec. 31, 2024
Mar. 31, 2024
Derivatives, Fair Value [Line Items]    
Current derivative asset $ 0 $ 1,186
Non-current derivative asset $ 0 $ 221
v3.24.4
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Earnings Per Share [Abstract]                
Net income $ 26,958     $ 9,305     $ 102,429 $ 70,544
Less: Net income attributable to redeemable noncontrolling interest (10)     (83)     (839) (655)
Net income attributable to CSW Industrials, Inc. $ 26,948 $ 36,051 $ 38,591 $ 9,222 $ 30,055 $ 30,611 $ 101,590 $ 69,889
Weighted average shares:                
Common stock (in shares) 16,705     15,443     15,969 15,430
Participating securities (in shares) 87     103     97 107
Denominator for basic earnings per common share (in shares) 16,792     15,546     16,066 15,537
Potentially dilutive securities (in shares) 80     50     70 41
Denominator for diluted earnings per common share (in shares) 16,872     15,596     16,136 15,578
Net income per share attributable to CSW Industrials, Inc.:                
Basic (in USD per share) $ 1.60     $ 0.59     $ 6.32 $ 4.50
Diluted (in USD per share) $ 1.60     $ 0.59     $ 6.30 $ 4.49
v3.24.4
SHAREHOLDERS' EQUITY - Schedule of Stockholders Equity (Details) - shares
9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Class of Stock [Line Items]    
Balance at beginning of the year (in shares) 952,000  
Ending balance (in shares) 1,005,000  
Common Stock    
Class of Stock [Line Items]    
Balance at beginning of the year (in shares) 16,465,776 16,377,820
Reissuance of treasury shares (in shares) 0 0
Share repurchases (in shares) 0 0
Ending balance (in shares) 17,790,671 16,464,078
Treasury Stock    
Class of Stock [Line Items]    
Balance at beginning of the year (in shares) 952,394 902,157
Reissuance of treasury shares (in shares) (17,186) (35,477)
Share repurchases (in shares) 44,858 32,345
Ending balance (in shares) 1,005,086 931,578
Vesting of performance shares and restricted stock units | Common Stock    
Class of Stock [Line Items]    
Vesting of performance shares (in shares) 39,928 54,713
Vesting of performance shares and restricted stock units | Treasury Stock    
Class of Stock [Line Items]    
Vesting of performance shares (in shares) 14,381 20,713
Restricted Stock | Common Stock    
Class of Stock [Line Items]    
Restricted stock awards activities (in shares) 19,967 31,545
Restricted Stock | Treasury Stock    
Class of Stock [Line Items]    
Restricted stock awards activities (in shares) 10,639 11,840
Equity | Common Stock    
Class of Stock [Line Items]    
Equity issuance (in shares) 1,265,000 0
Equity | Treasury Stock    
Class of Stock [Line Items]    
Equity issuance (in shares) 0 0
v3.24.4
SHAREHOLDERS' EQUITY - Additional Information (Details) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Jan. 16, 2025
Dec. 16, 2022
Sep. 30, 2024
Dec. 31, 2024
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Nov. 18, 2024
Oct. 30, 2020
Equity, Class of Treasury Stock [Line Items]                      
Shares sold in offering (in shares)     1,265,000                
Offering price per share (in USD per share)     $ 285                
Consideration received     $ 347,400,000                
Shares withheld for tax withholding obligation (in shares)       10,737   11,939   25,020 32,553    
Payment of tax withholding       $ 3,900,000   $ 2,100,000   $ 7,200,000 $ 5,000,000    
Dividend declared (in USD per share)         $ 0.21   $ 0.19        
Dividends paid       $ 4,000,000   $ 2,900,000   $ 10,600,000 $ 8,900,000    
Approved quarterly dividend rate (in USD per share)       $ 0.24              
Subsequent Event                      
Equity, Class of Treasury Stock [Line Items]                      
Dividend declared (in USD per share) $ 0.24                    
2022 Share Repurchase Program                      
Equity, Class of Treasury Stock [Line Items]                      
Share repurchase program authorized amount   $ 100,000,000                 $ 100,000,000
Share repurchase program term   2 years                  
Shares repurchased (in shares)       6,703   25,914   39,153 32,345    
Shares repurchased, amount       $ 2,600,000   $ 4,700,000   $ 11,500,000 $ 5,800,000    
2024 Share Repurchase Program                      
Equity, Class of Treasury Stock [Line Items]                      
Share repurchase program authorized amount                   $ 200,000,000  
Shares repurchased (in shares)       5,705              
Shares repurchased, amount       $ 2,200,000              
v3.24.4
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Mar. 31, 2024
Fair Value Disclosures [Abstract]    
Contingent consideration $ 16.0 $ 7.2
Long-term investments $ 2.9 $ 0.4
v3.24.4
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2021
Dec. 31, 2024
Dec. 31, 2023
Oct. 31, 2022
Dec. 31, 2020
Dec. 15, 2020
Income Tax Examination [Line Items]                
Income (loss) from continuing operations before income taxes $ 31,273 $ 16,388   $ 133,604 $ 98,512      
Provision for income taxes $ 4,315 $ 7,083   $ 31,175 $ 27,968      
Effective tax rate 13.80% 43.20%   23.30% 28.40%      
Decrease in unrecognized tax benefits is reasonably possible $ 6,200     $ 6,200        
T.A. Industries (TRUaire)                
Income Tax Examination [Line Items]                
Tax contingency reserves 12,700     12,700     $ 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 2,700 $ 7,500 $ 5,000          
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 900 $ 1,000            
Unrecognized tax benefits $ 1,800     $ 1,800   $ 3,000    
v3.24.4
OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Balance at beginning of period $ 1,030,166 $ 650,158 $ 615,723 $ 586,927 $ 560,094 $ 525,675 $ 615,723 $ 525,675
Adjustments for foreign currency translation (3,674) 896 (825) (327) (1,872) 1,996 (3,603) (203)
Balance at end of period 1,044,023 1,030,166 650,158 589,072 586,927 560,094 1,044,023 589,072
Currency translation adjustments:                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Balance at beginning of period (8,956)   (10,137) (10,030)   (8,190) (10,137) (8,190)
Adjustments for foreign currency translation (3,674)     1,231     (2,493) (609)
Balance at end of period (12,630) (8,956)   (8,799) (10,030)   (12,630) (8,799)
Interest rate swaps:                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Balance at beginning of period 0   1,111 1,848   (114) 1,111 (114)
Adjustments for foreign currency translation 0     (1,558)     (1,111) 404
Unrealized gains (losses), net of taxes 0     (1,244)     (577) 1,265
Reclassification of losses (gains) included in interest expense, net of taxes 0     (314)     (534) (861)
Balance at end of period 0 0   290 1,848   0 290
Interest rate swaps, unrealized gain, tax 0     331     153 (336)
Reclassification from AOCI, current period, tax 0     83     142 229
Defined benefit plans:                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Balance at beginning of period (99)   $ (100) (103)   $ (105) (100) (105)
Balance at end of period (99) $ (99)   (103) $ (103)   (99) (103)
Defined benefit plans, Amortization of net gains, net of taxes                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Reclassification of losses (gains) included in interest expense, net of taxes 0     0     1 2
Reclassification from AOCI, current period, tax $ 0     $ 0     $ 0 $ (1)
v3.24.4
REVENUE RECOGNITION (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]            
Net revenues $ 193,649 $ 174,967 $ 647,752 $ 581,980    
Accounts receivable 114,825 104,500 114,825 104,500 $ 142,665 $ 122,800
Change in Contract Liabilities [Roll Forward]            
Balance at beginning of period     548 637    
Revenue recognized during the period     (411) (574)    
New contracts and revenue added to existing contracts during the period     588 585    
Balance at end of period 725 648 725 648    
Build-to-order            
Disaggregation of Revenue [Line Items]            
Net revenues 25,422 24,167 81,255 73,463    
Book-and-ship            
Disaggregation of Revenue [Line Items]            
Net revenues 168,227 150,800 566,497 508,517    
Contractor Solutions            
Disaggregation of Revenue [Line Items]            
Net revenues 130,292 113,434 445,594 389,392    
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 130,292 113,434 445,594 389,392    
Specialized Reliability Solutions            
Disaggregation of Revenue [Line Items]            
Net revenues 34,537 33,672 109,771 107,929    
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 34,537 33,672 109,771 107,929    
Engineered Building Solutions            
Disaggregation of Revenue [Line Items]            
Net revenues 28,820 27,861 92,387 84,659    
Engineered Building Solutions | Build-to-order            
Disaggregation of Revenue [Line Items]            
Net revenues 25,422 24,167 81,255 73,463    
Engineered Building Solutions | Book-and-ship            
Disaggregation of Revenue [Line Items]            
Net revenues $ 3,398 $ 3,694 $ 11,132 $ 11,196    
v3.24.4
SEGMENTS - Additional Information (Details)
9 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.24.4
SEGMENTS (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Segment Reporting Information [Line Items]        
Revenues, net $ 193,649 $ 174,967 $ 647,752 $ 581,980
Operating income 29,595 27,581 136,204 114,780
Contractor Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 130,292 113,434 445,594 389,392
Specialized Reliability Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 34,537 33,672 109,771 107,929
Engineered Building Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 28,820 27,861 92,387 84,659
Reportable Segments        
Segment Reporting Information [Line Items]        
Revenues, net 193,649 174,967 647,752 581,980
Operating income 35,639 33,028 156,553 133,006
Reportable Segments | Contractor Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 130,292 113,434 445,594 389,392
Operating income 26,756 25,751 122,894 104,443
Reportable Segments | Specialized Reliability Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 34,537 33,672 109,772 107,929
Operating income 5,238 3,740 18,208 15,534
Reportable Segments | Engineered Building Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 28,820 27,861 92,386 84,659
Operating income 3,645 3,537 15,451 13,029
Intersegment revenue        
Segment Reporting Information [Line Items]        
Revenues, net 1,889 2,018 5,930 5,984
Intersegment revenue | Contractor Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 1,859 1,978 5,809 5,876
Intersegment revenue | Specialized Reliability Solutions        
Segment Reporting Information [Line Items]        
Revenues, net 30 40 121 108
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 (1,889) (2,018) (5,930) (5,984)
Operating income $ (6,044) $ (5,447) $ (20,349) $ (18,226)

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