Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37454 | |
Entity Registrant Name | CSW INDUSTRIALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2266942 | |
Entity Address, Address Line One | 5420 Lyndon B. Johnson Freeway, Suite 500 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75240 | |
City Area Code | 214 | |
Local Phone Number | 884-3777 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | CSWI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,427,373 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001624794 | |
Current Fiscal Year End Date | --03-31 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | [1] | |
Income Statement [Abstract] | |||
Revenues, net | $ 199,934 | $ 161,266 | |
Cost of revenues | (113,509) | (92,240) | |
Gross profit | 86,425 | 69,026 | |
Selling, general and administrative expenses | (45,552) | (40,124) | |
Operating income | 40,873 | 28,902 | |
Interest expense, net | (1,784) | (1,538) | |
Other income (expense), net | 169 | (172) | |
Income before income taxes | 39,258 | 27,192 | |
Provision for income taxes | (9,620) | (6,507) | |
Net income | 29,638 | 20,685 | [2] |
Less: Income attributable to redeemable noncontrolling interest | (195) | (224) | |
Net income attributable to CSW Industrials, Inc. | $ 29,443 | $ 20,461 | |
Net income per share attributable to CSW Industrials, Inc. | |||
Basic (USD per share) | $ 1.88 | $ 1.30 | |
Diluted (USD per share) | $ 1.88 | $ 1.30 | |
Weighted average number of shares outstanding: | |||
Basic (in shares) | 15,643 | 15,715 | |
Diluted (in shares) | 15,652 | 15,781 | |
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.[2]*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 29,638 | $ 20,685 | [1],[2] |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (2,278) | 489 | [3] |
Cash flow hedging activity, net of taxes of $(67) and $29, respectively | 253 | (109) | [3] |
Pension and other postretirement effects, net of taxes of $(1) and $(2), respectively | 3 | 7 | [3] |
Other comprehensive income (loss) | (2,022) | 387 | [4] |
Comprehensive income | 27,616 | 21,072 | [3] |
Less: Comprehensive income attributable to redeemable noncontrolling interest | (195) | (224) | [3] |
Comprehensive income attributable to CSW Industrials, Inc. | $ 27,421 | $ 20,848 | [3] |
[1]*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K[2]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.[3]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.[4]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Cash flow hedging activity, taxes | $ (67) | $ 29 |
Pension and other postretirement effect, taxes | $ (1) | $ (2) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 15,519 | $ 16,619 |
Accounts receivable, net of allowance for expected credit losses of $1,354 and $1,177, respectively | 143,874 | 122,804 |
Inventories, net | 161,463 | 150,114 |
Prepaid expenses and other current assets | 10,074 | 10,610 |
Total current assets | 330,930 | 300,147 |
Property, plant and equipment, net of accumulated depreciation of $83,485 and $80,393, respectively | 85,627 | 87,032 |
Goodwill | 224,055 | 224,658 |
Intangible assets, net | 295,318 | 300,837 |
Other assets | 81,993 | 82,686 |
Total assets | 1,017,923 | 995,360 |
Current liabilities: | ||
Accounts payable | 51,826 | 47,836 |
Accrued and other current liabilities | 69,427 | 69,005 |
Current portion of long-term debt | 561 | 561 |
Total current liabilities | 121,814 | 117,402 |
Long-term debt | 273,074 | 252,214 |
Retirement benefits payable | 1,060 | 1,027 |
Other long-term liabilities | 139,735 | 140,306 |
Total liabilities | 535,683 | 510,949 |
Commitments and contingencies (See Note 14) | ||
Redeemable noncontrolling interest | 15,520 | 15,325 |
Equity: | ||
Common shares | 162 | 162 |
Preferred shares | 0 | 0 |
Additional paid-in capital | 116,305 | 112,924 |
Treasury shares, at cost (853 and 576 shares, respectively) | (76,925) | (46,448) |
Retained earnings | 434,274 | 407,522 |
Accumulated other comprehensive loss | (7,096) | (5,074) |
Total equity | 466,720 | 469,086 |
Total liabilities, redeemable noncontrolling interest and equity | $ 1,017,923 | $ 995,360 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for expected credit losses | $ 1,354 | $ 1,177 |
Property, plant and equipment, accumulated depreciation | $ 83,485 | $ 80,393 |
Common shares, par value (USD per share) | $ 0.01 | $ 0.01 |
Common shares, authorized (shares) | 50,000,000 | 50,000,000 |
Common shares, issued (shares) | 16,328,000 | 16,283,000 |
Preferred shares, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred shares, authorized (shares) | 10,000,000 | 10,000,000 |
Preferred shares, issued (shares) | 0 | 0 |
Treasury shares, at cost (shares) | 853,000 | 576,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | ||
Balance at beginning of period at Mar. 31, 2021 | $ 415,450 | [1] | $ 161 | $ (34,075) | $ 104,690 | $ 350,670 | [1] | $ (5,996) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation | 1,888 | [1] | 1,888 | |||||
Stock activity under stock plans | (3,169) | [1] | (3,168) | (1) | ||||
Reissuance of treasury shares | 2,311 | [1] | 1,375 | 936 | ||||
Net income | 20,461 | [2] | 20,461 | [1] | ||||
Dividends | (2,358) | [1] | 19 | (2,377) | [1] | |||
Other comprehensive income, net of tax | 387 | [1] | 387 | |||||
Balance at end of period at Jun. 30, 2021 | 434,970 | [1] | 161 | (35,868) | 107,532 | 368,754 | [1] | (5,609) |
Balance at beginning of period at Mar. 31, 2022 | 469,086 | 162 | (46,448) | 112,924 | 407,522 | (5,074) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation | 2,284 | 2,284 | ||||||
Stock activity under stock plans | (2,002) | (2,002) | ||||||
Reissuance of treasury shares | 3,091 | 2,016 | 1,075 | |||||
Repurchase of common shares | (30,491) | (30,491) | ||||||
Net income | 29,443 | 29,443 | ||||||
Dividends | (2,669) | 22 | (2,691) | |||||
Other comprehensive income, net of tax | (2,022) | (2,022) | ||||||
Balance at end of period at Jun. 30, 2022 | $ 466,720 | $ 162 | $ (76,925) | $ 116,305 | $ 434,274 | $ (7,096) | ||
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.[2]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | |||
Cash flows from operating activities: | ||||
Net income | $ 29,638 | $ 20,685 | [1],[2] | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 3,273 | 3,059 | [1] | |
Amortization of intangible and other assets | 5,340 | 9,235 | [1] | |
Provision for inventory reserves | 1,667 | 526 | [1] | |
Provision for doubtful accounts | 1,060 | 202 | [1] | |
Share-based and other executive compensation | 2,284 | 1,888 | [1] | |
Net gain on disposals of property, plant and equipment | (5) | 1 | [1] | |
Net pension benefit | 49 | 36 | [1] | |
Net deferred taxes | 310 | 81 | [1] | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (21,044) | (16,164) | [1] | |
Inventories | (15,020) | (11,742) | [1] | |
Prepaid expenses and other current assets | 458 | (344) | [1] | |
Other assets | 81 | 270 | [1] | |
Accounts payable and other current liabilities | 8,426 | 10,865 | [1] | |
Retirement benefits payable and other liabilities | 296 | 332 | [1] | |
Net cash provided by operating activities | 16,813 | 18,930 | [1] | |
Cash flows from investing activities: | ||||
Capital expenditures | (2,015) | (1,079) | [1] | |
Proceeds from sale of assets | 20 | 8 | [1] | |
Cash paid for acquisitions | [1] | 1,375 | ||
Cash paid for acquisitions | (2,000) | |||
Net cash provided by (used in) investing activities | (3,995) | 304 | [1] | |
Cash flows from financing activities: | ||||
Borrowings on line of credit | 34,797 | 12,000 | [1] | |
Repayments of line of credit and term loan | (13,937) | (23,140) | [1] | |
Payments of deferred loan costs | 0 | (2,328) | [1] | |
Purchase of treasury shares | (31,398) | (3,168) | [1] | |
Proceeds from acquisition of redeemable noncontrolling interest shareholder | 0 | 5,293 | [1] | |
Dividends | (2,670) | (2,358) | [1] | |
Net cash used in financing activities | (13,208) | (13,701) | [1] | |
Effect of exchange rate changes on cash and equivalents | (710) | 57 | [1] | |
Net change in cash and cash equivalents | (1,100) | 5,590 | [1] | |
Cash and cash equivalents, beginning of period | 16,619 | 10,088 | [1] | |
Cash and cash equivalents, end of period | $ 15,519 | $ 15,678 | [1] | |
[1]*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K[2]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
ORGANIZATION AND OPERATIONS AND
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES | ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES CSW Industrials, Inc. (“CSWI,” “we,” “our” or “us”) is a diversified industrial growth company with a strategic focus on providing niche, value-added products in the end markets we serve. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, grilles, registers and diffusers ("GRD"), building safety solutions and high-performance specialty lubricants and sealants. End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, energy, rail, mining and general industrial. Our manufacturing operations are concentrated in the United States (“U.S.”), Canada and Vietnam, 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 Australia, Canada, the U.K. and the U.S. 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, 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 RectorSeal No. 5®, Kopr-Kote®, KATS Coatings®, Safe-T-Switch®, Air Sentry®, Deacon®, Leak Freeze®, Greco®, TRUaire® and Shoemaker Manufacturing®. During the three months of our prior fiscal year ended June 30, 2021, the COVID-19 pandemic had an indirect impact on our operations including material and freight cost inflation, supply chain disruptions and freight delays, driven by numerous factors including government actions, labor supply shortages and recovering demand. In addition, COVID-19 and its indirect effects also contributed to increased demand in certain parts of our business, including the HVAC/R end market. During the three months of our current fiscal year ended June 30, 2022, the direct impact of the COVID-19 pandemic on our consolidated operating results was immaterial as economic activities recovered and the effects of the pandemic lessened. During the three months ended June 30, 2022, material costs stabilized and freight costs and delays improved when compared to the three months ended March 31, 2022; we also continued our pricing initiatives, that began in the three months ended March 31, 2021, to address the indirect impact from COVID-19. We expect material and freight cost volatility, supply chain uncertainty and freight delays to continue in the near-term. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, the ultimate duration and scope of the pandemic, its impact on our employees, customers and suppliers, the broader implications of the macro-economic recovery on our business, and the extent to which normal economic and operating conditions are impacted. Therefore, we cannot reasonably estimate the future impact of the COVID-19 pandemic at this time. We are closely monitoring the Russian invasion of Ukraine and its global impacts. We have no operations, employees or assets in Russia, Belarus or Ukraine, nor do we source goods or services of any material amount from those countries, whether directly or indirectly. Shortly after the Russian invasion of Ukraine began in February 2022, we indefinitely suspended all commercial activities in Russia. Additionally, during the quarter ended June 30, 2022, we had no sales into Belarus or Ukraine. While the conflict continues to evolve and the outcome remains highly uncertain, we do not currently believe the Russia-Ukraine conflict will have a material impact on our business and results of operations. However, if the Russia-Ukraine conflict continues or worsens, leading to greater global economic or political disruptions and uncertainty, our business and results of operations could be materially impacted as a result. Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of June 30, 2022, and the results of operations for the three-month periods ended June 30, 2022 and 2021. All adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “Annual Report”). Accounting Policies We have consistently applied the accounting policies described in our Annual Report in preparing these condensed consolidated financial statements. Accounting Developments Pronouncements Implemented In October 2021, the FASB issued ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This update improves comparability for both the recognition and measurement of acquired customer revenue contracts at the date of and after a business combination. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted the ASU 2021-08 on a prospective basis on April 1, 2022 and did not have a material impact on our condensed consolidated financial statements. Pronouncements not yet implemented In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective immediately; however, it is only available through December 31, 2022. We are currently evaluating the potential impact of this ASU on our consolidated financial position and results of operations. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Shoemaker Manufacturing, LLC On December 15, 2021, we acquired 100% of outstanding equity of Shoemaker Manufacturing, LLC (“Shoemaker”), based in Cle Elum, Washington, for an aggregate purchase price of $43.5 million, including preliminary working capital and closing cash adjustments and contingent consideration. Shoemaker offers high-quality customizable GRD for commercial and residential markets, and expands CSWI’s HVAC/R product offering and regional exposure in the northwest U.S. The aggregate purchase price was comprised of cash consideration of $38.5 million (including $1.2 million cash acquired), 25,483 shares of the Company's common stock valued at $3.0 million at transaction close and additional contingent consideration of $2.0 million based on Shoemaker meeting a defined financial target during the quarter ended March 31, 2022. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility. The 25,483 shares of common stock delivered to the sellers as consideration were issued from treasury shares. As of the acquisition date, the estimated fair value of the contingent consideration obligation was classified as a current liability of $2.0 million and was determined using a scenario-based analysis on forecasted future results. In May 2022, the full contingent consideration amount of $2.0 million was remitted to the sellers due to the performance obligation being met. The Shoemaker acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $8.1 million allocated to goodwill, which represents the value expected to be obtained from owning a more extensive GRD product portfolio for the HVAC/R market and increased regional exposure to the northwest U.S. The preliminary allocation of the fair value of the net assets acquired included customer lists ($23.0 million), trademarks ($6.5 million), noncompete agreements ($0.7 million), backlog ($0.3 million), inventory ($3.6 million), accounts receivable ($1.7 million), cash ($1.2 million), equipment ($1.4 million) and prepaid expenses ($0.2 million), net of current liabilities ($3.2 million). Customer lists, noncompete agreements and backlog are being amortized over 15 years, 5 years and 1 month, respectively, while trademarks and goodwill are not being amortized. The Company's evaluation of the facts and circumstances available of December 15, 2021, to assign fair values to assets acquired and liabilities assumed is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets, including customer lists, trademarks, noncompete agreements and backlog are deductible and amortized over 15 years for income tax purposes. Shoemaker activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality. |
CONSOLIDATION OF VARIABLE INTER
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST | 3 Months Ended |
Jun. 30, 2022 | |
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 previously announced joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS Products (“Shell”), a wholly-owned subsidiary of Shell Oil Company that comprises Shell’s U.S. lubricants business. The formation was consummated through a transaction in which Whitmore sold to Shell a 50% interest in a wholly-owned subsidiary (containing certain existing operating assets) in exchange for consideration of $13.4 million from Shell in the form of cash ($5.3 million) and intangible assets ($8.1 million). The Whitmore JV has been consolidated into the operations of the Company and its activity has been included in our Specialized Reliability Solutions segment since the formation date. The Whitmore JV is deemed to be a VIE as the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The major factor that led to the conclusion that the Company is the primary beneficiary of this VIE is that Whitmore has the power to direct the 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): June 30, 2022 Cash $ 2,389 Accounts receivable, net 10,221 Inventories, net 1,630 Prepaid expenses and other current assets 429 Property, plant and equipment, net 7,819 Intangible assets, net 7,086 Other assets 106 Total assets $ 29,680 Accounts payable $ 5,566 Accrued and other current liabilities 1,196 Other long-term liabilities 36 Total liabilities $ 6,798 During the three months ended June 30, 2022, the Whitmore JV generated net income of $0.4 million. The Whitmore JV's LLC Agreement contains a put option that gives either member the right to sell its 50% equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90% of the initiating member's equity interest determined based on the fair market value of the Whitmore JV's net assets. This put option can be exercised, at either member's discretion, by providing written notice to the other member after three years from the Whitmore JV's formation, subject to certain timing restrictions. This redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. Changes in redeemable noncontrolling interest for the three-month period ended June 30, 2022 were as follows (in thousands): Balance at March 31, 2022 $ 15,325 Net income attributable to redeemable noncontrolling interest 195 Balance at June 30, 2022 $ 15,520 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in thousands): June 30, 2022 March 31, 2022 Raw materials and supplies $ 51,602 $ 46,136 Work in process 6,044 7,471 Finished goods 109,614 100,792 Total inventories 167,260 154,399 Less: Obsolescence reserve (5,797) (4,285) Inventories, net $ 161,463 $ 150,114 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill as of June 30, 2022 and March 31, 2022 were as follows (in thousands): Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Balance at March 31, 2022 $ 190,152 $ 25,007 $ 9,499 $ 224,658 Currency translation (72) (269) (262) (603) Balance at June 30, 2022 $ 190,080 $ 24,738 $ 9,237 $ 224,055 The following table provides information about our intangible assets (in thousands, except years): June 30, 2022 March 31, 2022 Weighted Avg Life (Years) Ending Gross Amount Accumulated Amortization Ending Gross Amount Accumulated Amortization Finite-lived intangible assets: Patents 11 $ 9,415 $ (8,141) $ 9,417 $ (8,065) Customer lists and amortized trademarks 14 297,275 (66,035) 297,909 (61,368) Non-compete agreements 5 870 (225) 939 (258) Other 8 4,823 (3,743) 5,123 (3,957) $ 312,383 $ (78,144) $ 313,388 $ (73,648) Trade names and trademarks not being amortized: $ 61,079 $ — $ 61,097 $ — Amortization expenses for the three months ended June 30, 2022 and 2021 were $5.2 million and $9.1 million (including the amortization of inventory purchase accounting adjustment of $3.9 million), respectively. The following table shows the estimated future amortization for intangible assets, as of June 30, 2022, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands): 2023 $ 13,376 2024 18,403 2025 17,668 2026 17,062 2027 16,294 Thereafter 151,436 Total $ 234,239 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Refer to Note 6 to our consolidated financial statements included in our Annual Report for a description of the 2015 Equity and Incentive Compensation Plan (the "2015 Plan"). As of June 30, 2022, 470,524 shares were available for issuance under the 2015 Plan. We recorded share-based compensation expense as follows for the three months ended June 30, 2022 and 2021 (in thousands): Three Months Ended 2022 2021 Share-based compensation expense $ 2,284 $ 1,888 Related income tax benefit (571) (453) Net share-based compensation expense $ 1,713 $ 1,435 Stock option activity was as follows: Three Months Ended June 30, 2022 Number of Shares Weighted Average Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2022 10,800 $ 25.23 Exercised — — Outstanding at June 30, 2022 10,800 25.23 2.2 $ 1.0 Exercisable at June 30, 2022 10,800 $ 25.23 2.2 $ 1.0 All compensation costs related to stock options were recognized prior to April 1, 2019. No options were granted or vested during the three months ended June 30, 2022 and 2021. Restricted share activity was as follows: Three Months Ended June 30, 2022 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2022: 228,331 $ 126.02 Granted 44,424 158.76 Vested (46,194) 78.20 Canceled (2,166) 99.51 Outstanding at December 31, 2021 224,395 $ 134.31 During the three months ended June 30, 2021, Joe Armes, the Company's Chairman, Chief Executive Officer and President, was awarded a series of long-term incentive awards with the purpose of retaining his service over a long-term period and promoting successful succession planning and transition practices. Mr. Armes' awards include 31,496 shares of restricted stock (which cliff vest on March 31, 2026), 27,559 performance shares (which vest in equal amounts on each of March 31, 2025, 2026 and 2027, subject to performance criteria being achieved) and 19,685 performance restricted stock units (40% of which vest upon recruiting of a successor CEO and 60% of which vest upon the first employment anniversary of the successor CEO). During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of June 30, 2022 and 2021 included 100,082 and 102,001 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 21,087 and 47,845 awards with performance-based vesting provisions during the three months ended June 30, 2022 and 2021, respectively, with a vesting range of 0%-200%. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Debt consists of the following (in thousands): June 30, 2022 March 31, 2022 Revolving Credit Facility, interest rate of 2.47% and 1.95% (a) , respectively $ 264,000 $ 243,000 Whitmore Term Loan, interest rate of 3.79% and 2.45% (a) (b) , respectively 9,635 9,775 Total debt 273,635 252,775 Less: Current portion (561) (561) Long-term debt $ 273,074 $ 252,214 (a) Represents the interest rate effective on June 30, 2022, and March 31, 2022, r espectively. (b) Represents the unhedged interest rate according to the Whitmore Term Loan agreement. Revolving Credit Facility As discussed in Note 9 to our consolidated financial statements included in our Annual Report, in the three months of our prior fiscal year ended June 30, 2021, we maintained a five-year, $300.0 million revolving credit facility agreement (the "First Credit Agreement"), which was scheduled to mature on September 15, 2022. Borrowings in the U.S. under this facility bore interest at a rate of prime plus between 0.25% to 1.5% or London Interbank Offered Rate ("LIBOR") plus between 1.25% to 2.5% based on our quarterly leverage ratio. We also paid a commitment fee between 0.15% to 0.4% for the unutilized portion of this facility. On May 18, 2021, we entered into a Second Amended and Restated Credit Agreement (the “Second Credit Agreement”), which replaced the First Credit Agreement and provides for a $400 million revolving credit facility that contains a $25 million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans, with an additional $150 million accordion feature (the term "Revolving Credit Facility" as used throughout this document refers to both the First Credit Agreement and Second Credit Agreement, as applicable). The Second Credit Agreement is scheduled to mature on May 18, 2026. The Company incurred a total of $2.3 million in underwriting discounts and fees, which are being amortized over the life of the Second Credit Agreement. Borrowings under the Second Credit Agreement bear interest at either base rate plus between 0.25% to 1.5% or LIBOR plus between 1.25% to 2.5%, based on the Company’s leverage ratio calculated on a quarterly basis. The base rate is described in the Second Credit Agreement as the highest of (i) the Federal funds effective rate plus 0.50%, (ii) the prime rate quoted by The Wall Street Journal, and (iii) the one-month LIBOR rate plus 1.00%. We pay a commitment fee between 0.15% to 0.4% based on the Company's leverage ratio for the unutilized portion of this facility. Interest and commitment fees are payable at least quarterly and the outstanding principal balance is due at the maturity date. The Second Credit Agreement is secured by a first priority lien on all tangible and intangible assets and stock issued by the Borrower and its domestic subsidiaries, subject to specified exceptions, and 65% of the voting equity interests in its first-tier foreign subsidiaries. During the three months ended June 30, 2022, we borrowed $34.8 million and repaid $13.8 million under the Revolving Credit Facility. As of June 30, 2022 and March 31, 2022, we had $264.0 million and $243.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the Revolving Credit Facility of $136.0 million and $157.0 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 June 30, 2022. Whitmore Term Loan In July 2014, Whitmore secured a term loan (the "Whitmore Term Loan") related to a warehouse and corporate office building and the remodel of an existing manufacturing and research and development facility. The Whitmore Term Loan matures on July 31, 2029 and requires payments of $140,000 each quarter. Borrowings under this term loan bear interest at a variable annual rate equal to one month LIBOR plus 2.0%. As of June 30, 2022 and March 31, 2022, Whitmore Manufacturing had $9.6 million and $9.8 million, respectively, in principal amount outstanding under the Whitmore Term Loan. Interest payments under the Whitmore Term Loan are hedged under an interest rate swap agreement as described in Note 9. |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES We have operating leases for manufacturing facilities, offices, warehouses, vehicles and certain equipment. Our leases have remaining lease terms of 1 year to 26 years, some of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements. Three Months Ended June 30, (in thousands) 2022 2021 Components of Operating Lease Expenses Operating lease expense (a) $ 2,638 $ 2,429 Short-term lease expense 238 95 Total operating lease expense $ 2,876 $ 2,524 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) June 30, 2022 March 31, 2022 Operating Lease Assets and Liabilities Right-of-use assets, net (b) $ 65,628 $ 67,076 Short-term lease liabilities (c) $ 9,489 $ 9,269 Long-term lease liabilities (c) 61,655 63,275 Total operating lease liabilities $ 71,144 $ 72,544 (b) Included in other assets (c) Included in accrued and other current liabilities and other long-term liabilities Three Months Ended June 30, (in thousands) 2022 2021 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 2,708 $ 2,359 Right-of-use assets obtained in exchange for new operating lease obligations 1,868 29 (a) Included in our condensed consolidated statement of cash flows, operating activities in accounts payable and other current liabilities Other Information for Operating Leases Weighted average remaining lease term (in years) 7.67 7.97 Weighted average discount rate 2.2 % 2.6 % Maturities of operating lease liabilities were as follows (in thousands): Year Ending March 31, 2023 (excluding the three months ended June 30, 2022) $ 8,236 2024 10,866 2025 10,709 2026 10,365 2027 10,159 Thereafter 27,218 Total lease liabilities 77,553 Less: Imputed interest (6,409) Present value of lease liabilities $ 71,144 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING | 3 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING | DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING We have an interest rate swap agreement to hedge exposure to floating interest rates on the Whitmore Term Loan, as discussed in Note 7. As of June 30, 2022 and March 31, 2022, we had $9.6 million and $9.8 million, respectively, of notional amount outstanding designated as an interest rate swap with third parties. The interest rate swap is highly effective. At June 30, 2022, the maximum remaining length of the interest rate swap contract was approximately 7.1 years. The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands): June 30, 2022 March 31, 2022 Current derivative liabilities $ (16) $ 109 Non-current derivative liabilities 38 233 The impact of changes in fair value of the interest rate swap is included in Note 16. Current and non-current derivative assets are reported in our condensed consolidated balance sheets in prepaid expenses and other current assets and other assets, respectively. Current and non-current derivative liabilities are reported in our condensed consolidated balance sheets in accrued and other current liabilities and other long-term liabilities, respectively. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluation of our counterparties and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021 (amounts in thousands, except per share data): Three Months Ended 2022 2021* Net income $ 29,638 $ 20,685 Less: Net income attributable to redeemable noncontrolling interest (195) (224) Net income attributable to CSW Industrials, Inc. shareholders $ 29,443 $ 20,461 Weighted average shares: Common stock 15,541 15,605 Participating securities 102 110 Denominator for basic earnings per common share 15,643 15,715 Potentially dilutive securities 9 66 Denominator for diluted earnings per common share 15,652 15,781 Net income per share attributable to CSW Industrials, Inc. shareholders: Basic $ 1.88 $ 1.30 Diluted $ 1.88 $ 1.30 *Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY Share Repurchase Program On November 7, 2018, we announced that our Board of Directors authorized a program to repurchase up to $75.0 million of our common stock over a two-year period. On October 30, 2020, we announced that our Board of Directors authorized a new program to repurchase up to $100.0 million of our common stock, which replaced the previously announced $75.0 million program. Under the 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, 2022, for completion of the current repurchase program; however, the program may be limited or terminated at any time at our discretion without notice. Under the current repurchase program, 287,990 shares were repurchased during the three months ended June 30, 2022 for $30.5 million, and no shares were repurchased during the three months ended June 30, 2021. As of June 30, 2022, a total of 414,105 shares had been repurchased for an aggregate amount of $44.9 million under the current $100.0 million program. A total of 740,137 shares were repurchased for an aggregate amount of $46.0 million under the prior $75.0 million program before it was replaced with the current repurchase program. Dividends On April 4, 2019, we commenced a quarterly dividend program at an inaugural rate of $0.135 per share. On April 15, 2021, we announced a quarterly dividend increase to $0.15 per share. On April 14, 2022, we announced another quarterly dividend increase to $0.17 per share. Total dividends of $2.7 million and $2.4 million were paid during the three months ended June 30, 2022 and 2021, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level 2 inputs. The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at floating rates. The carrying amounts of other financial instruments (i.e., cash and cash equivalents, accounts receivable, net, accounts payable) approximate their fair values at June 30, 2022 and March 31, 2022 due to their short-term nature. The redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. The redemption value of the redeemable noncontrolling interest is estimated using a discounted cash flow analysis, which requires management judgment with respect to future revenue, operating margins, growth rates and discount rates and is classified as Level III under the fair value hierarchy. The redemption value of the redeemable noncontrolling interest is discussed in Note 3. |
RETIREMENT PLANS
RETIREMENT PLANS | 3 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS | RETIREMENT PLANS Refer to Note 15 to our consolidated financial statements included in our Annual Report for a description of our retirement and postretirement benefits. The following tables set forth the combined net pension benefit recognized in our condensed consolidated financial statements for all plans (in thousands): Three Months Ended 2022 2021 Service and other costs $ 15 $ 12 Interest cost on projected benefit obligation 36 34 Expected return on assets (11) (28) Amortization of net actuarial loss 11 18 Net pension benefit $ 51 $ 36 The components of net periodic cost for retirement and postretirement benefits, other than service and other costs, are included in other expense, net in our condensed consolidated statements of income. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIESFrom time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. There are no matters pending, whether individually or in the aggregate, that we currently believe have a reasonable possibility of having a material impact to our business, consolidated financial position, results of operations or cash flows. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the three months ended June 30, 2022, we earned $39.3 million from operations before taxes and provided for income taxes of $9.6 million, resulting in an effective tax rate of 24.5%. The provision for income taxes differed from the statutory rate for the three months ended June 30, 2022 primarily due to state income taxes, executive compensation limitations and provision for global intangible low-taxed income ("GILTI"), partially offset by excess tax deductions related to foreign-derived intangible income ("FDII"), deductions related to stock compensation and foreign tax credits. For the three months ended June 30, 2021, we earned $27.2 million from operations before taxes and provided for income taxes of $6.5 million, resulting in an effective tax rate of 23.9%. The provision for income taxes differed from the statutory rate for the three months ended June 30, 2021 primarily due to state and foreign income taxes, executive compensation limitation and provision for GILTI, partially offset by excess tax deductions related to stock compensation and deductions related to FDII and foreign tax credits. |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | OTHER COMPREHENSIVE INCOME (LOSS) The following table provides an analysis of the changes in accumulated other comprehensive loss (in thousands): Three Months Ended June 30, 2022 2021 Currency translation adjustments: Balance at beginning of period $ (4,438) $ (4,394) Adjustments for foreign currency translation (2,278) 489 Balance at end of period $ (6,716) $ (3,905) Interest rate swaps: Balance at beginning of period $ (270) $ (803) Unrealized gain (loss), net of taxes of $(56) and $44, respectively (a) 212 (166) Reclassification of losses included in interest expense, net, net of taxes of $(11) and $(15), respectively 41 57 Other comprehensive income 253 (109) Balance at end of period $ (17) $ (912) Defined benefit plans: Balance at beginning of period $ (366) $ (799) Amortization of net losses, net of taxes of $(1) and $(2), respectively (b) 3 7 Balance at end of period $ (363) $ (792) (a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest payments are made. We expect to recognize a loss of less than $0.1 million, net of deferred taxes, over the next twelve months related to designated cash flow hedges based on their fair values at June 30, 2022. (b) Amortization of actuarial losses out of accumulated comprehensive loss are included in the computation of net periodic pension expense. See Note 13 for additional information. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Refer to Note 20 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 June 30, 2022 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 25,022 $ — $ 25,022 Book-and-ship 135,719 3,492 35,701 174,912 Net revenues $ 135,719 $ 28,514 $ 35,701 $ 199,934 Three Months Ended June 30, 2021 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 23,649 $ — $ 23,649 Book-and-ship 110,216 2,001 25,400 137,617 Net revenues $ 110,216 $ 25,650 $ 25,400 $ 161,266 Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands): Balance at April 1, 2022: $ 1,026 Revenue recognized during the period (712) New contracts and revenue added to existing contracts during the period 492 Balance at June 30, 2022 $ 806 |
SEGMENTS
SEGMENTS | 3 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS During the quarter ended June 30, 2021, we revised our segment structure to align with how our chief operating decision maker (who was determined to be our Chief Executive Officer) views our business, assesses performance and allocates resources to our business components. Effective April 1, 2021, following the completion of various strategic transactions including the acquisition of TRUaire and the formation of the Whitmore JV, our business is organized into three reportable segments: • Contractor Solutions • Engineered Building Solutions and • Specialized Reliability Solutions The following is a summary of the financial information of our reporting segments reconciled to the amounts reported in the consolidated financial statements (in thousands). Three Months Ended June 30, 2022: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 135,719 $ 28,514 $ 35,701 $ 199,934 $ — $ 199,934 Intersegment revenue 1,909 — 35 1,944 (1,944) — Operating income 36,289 4,415 5,097 $ 45,801 (4,928) $ 40,873 Three Months Ended June 30, 2021*: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 110,216 $ 25,650 $ 25,400 $ 161,266 $ — $ 161,266 Intersegment revenue 26 — 47 73 (73) — Operating income 29,512 3,854 697 34,063 (5,161) 28,902 *Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
ORGANIZATION AND OPERATIONS A_2
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of June 30, 2022, and the results of operations for the three-month periods ended June 30, 2022 and 2021. All adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “Annual Report”). |
Accounting Developments | Accounting Developments Pronouncements Implemented In October 2021, the FASB issued ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This update improves comparability for both the recognition and measurement of acquired customer revenue contracts at the date of and after a business combination. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted the ASU 2021-08 on a prospective basis on April 1, 2022 and did not have a material impact on our condensed consolidated financial statements. Pronouncements not yet implemented In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective immediately; however, it is only available through December 31, 2022. We are currently evaluating the potential impact of this ASU on our consolidated financial position and results of operations. |
CONSOLIDATION OF VARIABLE INT_2
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | Whitmore JV's total net assets are presented below (in thousands): June 30, 2022 Cash $ 2,389 Accounts receivable, net 10,221 Inventories, net 1,630 Prepaid expenses and other current assets 429 Property, plant and equipment, net 7,819 Intangible assets, net 7,086 Other assets 106 Total assets $ 29,680 Accounts payable $ 5,566 Accrued and other current liabilities 1,196 Other long-term liabilities 36 Total liabilities $ 6,798 |
Schedule of Changes In Redeemable Noncontrolling Interest | Changes in redeemable noncontrolling interest for the three-month period ended June 30, 2022 were as follows (in thousands): Balance at March 31, 2022 $ 15,325 Net income attributable to redeemable noncontrolling interest 195 Balance at June 30, 2022 $ 15,520 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following (in thousands): June 30, 2022 March 31, 2022 Raw materials and supplies $ 51,602 $ 46,136 Work in process 6,044 7,471 Finished goods 109,614 100,792 Total inventories 167,260 154,399 Less: Obsolescence reserve (5,797) (4,285) Inventories, net $ 161,463 $ 150,114 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of June 30, 2022 and March 31, 2022 were as follows (in thousands): Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Balance at March 31, 2022 $ 190,152 $ 25,007 $ 9,499 $ 224,658 Currency translation (72) (269) (262) (603) Balance at June 30, 2022 $ 190,080 $ 24,738 $ 9,237 $ 224,055 |
Schedule of Intangible Assets | The following table provides information about our intangible assets (in thousands, except years): June 30, 2022 March 31, 2022 Weighted Avg Life (Years) Ending Gross Amount Accumulated Amortization Ending Gross Amount Accumulated Amortization Finite-lived intangible assets: Patents 11 $ 9,415 $ (8,141) $ 9,417 $ (8,065) Customer lists and amortized trademarks 14 297,275 (66,035) 297,909 (61,368) Non-compete agreements 5 870 (225) 939 (258) Other 8 4,823 (3,743) 5,123 (3,957) $ 312,383 $ (78,144) $ 313,388 $ (73,648) Trade names and trademarks not being amortized: $ 61,079 $ — $ 61,097 $ — |
Schedule of Estimated Future Amortization for Intangible Assets | The following table shows the estimated future amortization for intangible assets, as of June 30, 2022, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands): 2023 $ 13,376 2024 18,403 2025 17,668 2026 17,062 2027 16,294 Thereafter 151,436 Total $ 234,239 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense | We recorded share-based compensation expense as follows for the three months ended June 30, 2022 and 2021 (in thousands): Three Months Ended 2022 2021 Share-based compensation expense $ 2,284 $ 1,888 Related income tax benefit (571) (453) Net share-based compensation expense $ 1,713 $ 1,435 |
Schedule of Stock Options Activity | Stock option activity was as follows: Three Months Ended June 30, 2022 Number of Shares Weighted Average Price Remaining Contractual Life (Years) Aggregate Intrinsic Value (in Millions) Outstanding at April 1, 2022 10,800 $ 25.23 Exercised — — Outstanding at June 30, 2022 10,800 25.23 2.2 $ 1.0 Exercisable at June 30, 2022 10,800 $ 25.23 2.2 $ 1.0 |
Schedule of Restricted Share Activity | Restricted share activity was as follows: Three Months Ended June 30, 2022 Number of Shares Weighted Average Grant Date Fair Value Outstanding at April 1, 2022: 228,331 $ 126.02 Granted 44,424 158.76 Vested (46,194) 78.20 Canceled (2,166) 99.51 Outstanding at December 31, 2021 224,395 $ 134.31 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Debt consists of the following (in thousands): June 30, 2022 March 31, 2022 Revolving Credit Facility, interest rate of 2.47% and 1.95% (a) , respectively $ 264,000 $ 243,000 Whitmore Term Loan, interest rate of 3.79% and 2.45% (a) (b) , respectively 9,635 9,775 Total debt 273,635 252,775 Less: Current portion (561) (561) Long-term debt $ 273,074 $ 252,214 (a) Represents the interest rate effective on June 30, 2022, and March 31, 2022, r espectively. (b) Represents the unhedged interest rate according to the Whitmore Term Loan agreement. |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense, Operating Lease Assets and Liabilities, Supplemental Cash Flow, and Other Information | Three Months Ended June 30, (in thousands) 2022 2021 Components of Operating Lease Expenses Operating lease expense (a) $ 2,638 $ 2,429 Short-term lease expense 238 95 Total operating lease expense $ 2,876 $ 2,524 (a) Included in cost of revenues and selling, general and administrative expense (in thousands) June 30, 2022 March 31, 2022 Operating Lease Assets and Liabilities Right-of-use assets, net (b) $ 65,628 $ 67,076 Short-term lease liabilities (c) $ 9,489 $ 9,269 Long-term lease liabilities (c) 61,655 63,275 Total operating lease liabilities $ 71,144 $ 72,544 (b) Included in other assets (c) Included in accrued and other current liabilities and other long-term liabilities Three Months Ended June 30, (in thousands) 2022 2021 Supplemental Cash Flow Cash paid for amounts included in the measurement of operating lease liabilities (a) $ 2,708 $ 2,359 Right-of-use assets obtained in exchange for new operating lease obligations 1,868 29 (a) Included in our condensed consolidated statement of cash flows, operating activities in accounts payable and other current liabilities Other Information for Operating Leases Weighted average remaining lease term (in years) 7.67 7.97 Weighted average discount rate 2.2 % 2.6 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Year Ending March 31, 2023 (excluding the three months ended June 30, 2022) $ 8,236 2024 10,866 2025 10,709 2026 10,365 2027 10,159 Thereafter 27,218 Total lease liabilities 77,553 Less: Imputed interest (6,409) Present value of lease liabilities $ 71,144 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 March 31, 2022 Current derivative liabilities $ (16) $ 109 Non-current derivative liabilities 38 233 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Earnings Per Share | The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021 (amounts in thousands, except per share data): Three Months Ended 2022 2021* Net income $ 29,638 $ 20,685 Less: Net income attributable to redeemable noncontrolling interest (195) (224) Net income attributable to CSW Industrials, Inc. shareholders $ 29,443 $ 20,461 Weighted average shares: Common stock 15,541 15,605 Participating securities 102 110 Denominator for basic earnings per common share 15,643 15,715 Potentially dilutive securities 9 66 Denominator for diluted earnings per common share 15,652 15,781 Net income per share attributable to CSW Industrials, Inc. shareholders: Basic $ 1.88 $ 1.30 Diluted $ 1.88 $ 1.30 *Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
RETIREMENT PLANS (Tables)
RETIREMENT PLANS (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Pension Benefit | The following tables set forth the combined net pension benefit recognized in our condensed consolidated financial statements for all plans (in thousands): Three Months Ended 2022 2021 Service and other costs $ 15 $ 12 Interest cost on projected benefit obligation 36 34 Expected return on assets (11) (28) Amortization of net actuarial loss 11 18 Net pension benefit $ 51 $ 36 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Analysis of Changes in Accumulated Other Comprehensive Loss | The following table provides an analysis of the changes in accumulated other comprehensive loss (in thousands): Three Months Ended June 30, 2022 2021 Currency translation adjustments: Balance at beginning of period $ (4,438) $ (4,394) Adjustments for foreign currency translation (2,278) 489 Balance at end of period $ (6,716) $ (3,905) Interest rate swaps: Balance at beginning of period $ (270) $ (803) Unrealized gain (loss), net of taxes of $(56) and $44, respectively (a) 212 (166) Reclassification of losses included in interest expense, net, net of taxes of $(11) and $(15), respectively 41 57 Other comprehensive income 253 (109) Balance at end of period $ (17) $ (912) Defined benefit plans: Balance at beginning of period $ (366) $ (799) Amortization of net losses, net of taxes of $(1) and $(2), respectively (b) 3 7 Balance at end of period $ (363) $ (792) (a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest payments are made. We expect to recognize a loss of less than $0.1 million, net of deferred taxes, over the next twelve months related to designated cash flow hedges based on their fair values at June 30, 2022. (b) Amortization of actuarial losses out of accumulated comprehensive loss are included in the computation of net periodic pension expense. See Note 13 for additional information. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands): Three Months Ended June 30, 2022 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 25,022 $ — $ 25,022 Book-and-ship 135,719 3,492 35,701 174,912 Net revenues $ 135,719 $ 28,514 $ 35,701 $ 199,934 Three Months Ended June 30, 2021 Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Total Build-to-order $ — $ 23,649 $ — $ 23,649 Book-and-ship 110,216 2,001 25,400 137,617 Net revenues $ 110,216 $ 25,650 $ 25,400 $ 161,266 |
Schedule of Contract Liabilities | Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands): Balance at April 1, 2022: $ 1,026 Revenue recognized during the period (712) New contracts and revenue added to existing contracts during the period 492 Balance at June 30, 2022 $ 806 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 135,719 $ 28,514 $ 35,701 $ 199,934 $ — $ 199,934 Intersegment revenue 1,909 — 35 1,944 (1,944) — Operating income 36,289 4,415 5,097 $ 45,801 (4,928) $ 40,873 Three Months Ended June 30, 2021*: (in thousands) Contractor Solutions Engineered Building Solutions Specialized Reliability Solutions Subtotal - Reportable Segments Eliminations and Other Total Revenues, net to external customers $ 110,216 $ 25,650 $ 25,400 $ 161,266 $ — $ 161,266 Intersegment revenue 26 — 47 73 (73) — Operating income 29,512 3,854 697 34,063 (5,161) 28,902 *Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
ORGANIZATION AND OPERATIONS A_3
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2022 Brand country | |
Accounting Policies [Abstract] | |
designated channels in number of countries | country | 100 |
Highly respected industrial brands (more than) | Brand | 100 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 15, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash paid for acquisitions | $ 2,000 | ||
Goodwill | $ 224,055 | $ 224,658 | |
Shoemaker Manufacturing | |||
Business Acquisition [Line Items] | |||
Percent of outstanding equity acquired | 100% | ||
Business combination, consideration transferred | $ 43,500 | ||
Cash paid for acquisitions | 38,500 | ||
Cash acquired from acquisition | $ 1,200 | ||
Stock consideration (in shares) | 25,483 | ||
Stock consideration, value of common stock | $ 3,000 | ||
Contingent consideration (up to) | 2,000 | ||
Goodwill | 8,100 | ||
Fair value of inventory acquired | 3,600 | ||
Fair value of accounts receivable acquired | 1,700 | ||
Fair value of cash acquired | 1,200 | ||
Fair value of equipment acquired | 1,400 | ||
Fair value of prepaid expenses acquired | 200 | ||
Fair value of current liabilities acquired | 3,200 | ||
Shoemaker Manufacturing | Trademarks | |||
Business Acquisition [Line Items] | |||
Fair value of the assets acquired, indefinite-lived | 6,500 | ||
Shoemaker Manufacturing | Customer Lists | |||
Business Acquisition [Line Items] | |||
Fair value of the assets acquired, finite-lived | $ 23,000 | ||
Assets acquired, amortization period | 15 years | ||
Shoemaker Manufacturing | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Fair value of the assets acquired, finite-lived | $ 700 | ||
Assets acquired, amortization period | 5 years | ||
Shoemaker Manufacturing | Backlog | |||
Business Acquisition [Line Items] | |||
Fair value of the assets acquired, finite-lived | $ 300 | ||
Assets acquired, amortization period | 1 month |
CONSOLIDATION OF VARIABLE INT_3
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | [1] | |
Variable Interest Entity [Line Items] | ||||
Net income | $ 29,443 | $ 20,461 | ||
Variable Interest Entity | Whitmore JV | Affiliated Entity | ||||
Variable Interest Entity [Line Items] | ||||
Interest sold (in percent) | 50% | |||
Net income | $ 400 | |||
Initiating member's equity interest | 90% | |||
Period of written notice | 3 years | |||
Shell | Variable Interest Entity | Whitmore Manufacturing, LLC | Affiliated Entity | ||||
Variable Interest Entity [Line Items] | ||||
Interest sold (in percent) | 50% | |||
Consideration received | $ 13,400 | |||
Proceeds from sale of variable interest entity | 5,300 | |||
Intangible assets received on disposal of variable interest entity | $ 8,100 | |||
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
CONSOLIDATION OF VARIABLE INT_4
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Cash | $ 15,519 | $ 16,619 |
Inventories, net | 161,463 | 150,114 |
Prepaid expenses and other current assets | 10,074 | 10,610 |
Property, plant and equipment, net | 85,627 | 87,032 |
Total assets | 1,017,923 | 995,360 |
Other long-term liabilities | 139,735 | 140,306 |
Total liabilities | 535,683 | $ 510,949 |
Variable Interest Entity | Whitmore JV | Affiliated Entity | ||
Variable Interest Entity [Line Items] | ||
Cash | 2,389 | |
Accounts receivable, net | 10,221 | |
Inventories, net | 1,630 | |
Prepaid expenses and other current assets | 429 | |
Property, plant and equipment, net | 7,819 | |
Intangible assets, net | 7,086 | |
Other assets | 106 | |
Total assets | 29,680 | |
Accounts payable | 5,566 | |
Accrued and other current liabilities | 1,196 | |
Other long-term liabilities | 36 | |
Total liabilities | $ 6,798 |
CONSOLIDATION OF VARIABLE INT_5
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Changes In Redeemable Noncontrolling Interest (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Beginning balance | $ 15,325 |
Ending balance | 15,520 |
Variable Interest Entity | Whitmore Manufacturing, LLC | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |
Beginning balance | 15,325 |
Net income attributable to redeemable noncontrolling interest | 195 |
Ending balance | $ 15,520 |
INVENTORIES (Detail)
INVENTORIES (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 51,602 | $ 46,136 |
Work in process | 6,044 | 7,471 |
Finished goods | 109,614 | 100,792 |
Total inventories | 167,260 | 154,399 |
Less: Obsolescence reserve | (5,797) | (4,285) |
Inventories, net | $ 161,463 | $ 150,114 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 224,658 |
Currency translation | (603) |
Balance at end of period | 224,055 |
Contractor Solutions | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 190,152 |
Currency translation | (72) |
Balance at end of period | 190,080 |
Engineered Building Solutions | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 25,007 |
Currency translation | (269) |
Balance at end of period | 24,738 |
Specialized Reliability Solutions | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 9,499 |
Currency translation | (262) |
Balance at end of period | $ 9,237 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Ending Gross Amount | $ 312,383 | $ 313,388 |
Accumulated Amortization | (78,144) | (73,648) |
Trademarks and Trade Names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Ending Gross Amount | $ 61,079 | 61,097 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 11 years | |
Ending Gross Amount | $ 9,415 | 9,417 |
Accumulated Amortization | $ (8,141) | (8,065) |
Customer lists and amortized trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 14 years | |
Ending Gross Amount | $ 297,275 | 297,909 |
Accumulated Amortization | $ (66,035) | (61,368) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 5 years | |
Ending Gross Amount | $ 870 | 939 |
Accumulated Amortization | $ (225) | (258) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Avg Life (Years) | 8 years | |
Ending Gross Amount | $ 4,823 | 5,123 |
Accumulated Amortization | $ (3,743) | $ (3,957) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 5.2 | $ 9.1 |
Amortization of inventory purchase accounting adjustment | $ 3.9 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Future Amortization (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 13,376 |
2024 | 18,403 |
2025 | 17,668 |
2026 | 17,062 |
2027 | 16,294 |
Thereafter | 151,436 |
Total | $ 234,239 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) | Jun. 30, 2022 shares |
2015 Plan | Stock Compensation Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance (shares) | 470,524 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation (Detail) - Restricted Stock - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 2,284 | $ 1,888 |
Related income tax benefit | (571) | (453) |
Net share-based compensation expense | $ 1,713 | $ 1,435 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Option Activity (Detail) - Stock Options $ / shares in Units, $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (shares) | shares | 10,800 |
Exercised (shares) | shares | 0 |
Outstanding at end of period (shares) | shares | 10,800 |
Exercisable at end of period (shares) | shares | 10,800 |
Weighted Average Price | |
Weighted average price outstanding at beginning of period (USD per share) | $ / shares | $ 25.23 |
Weighted average price exercised (USD per share) | $ / shares | 0 |
Weighted average price outstanding at end of period (USD per share) | $ / shares | 25.23 |
Weighted average price exercisable at end of period (USD per share) | $ / shares | $ 25.23 |
Outstanding remaining contractual life (in years) | 2 years 2 months 12 days |
Outstanding aggregate intrinsic value | $ | $ 1 |
Exercisable remaining contractual life (in years) | 2 years 2 months 12 days |
Exercisable aggregate intrinsic value | $ | $ 1 |
SHARE-BASED COMPENSATION (Stock
SHARE-BASED COMPENSATION (Stock Option Activity) - Additional Information (Detail) - Stock Options - shares | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted (shares) | 0 | 0 |
Number of shares vested (shares) | 0 | 0 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Share Activity (Detail) - Restricted Stock | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (shares) | shares | 228,331 |
Granted (shares) | shares | 44,424 |
Vested (shares) | shares | (46,194) |
Canceled (shares) | shares | (2,166) |
Outstanding at end of period (shares) | shares | 224,395 |
Weighted Average Grant Date Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 126.02 |
Granted (USD per share) | $ / shares | 158.76 |
Vested (USD per share) | $ / shares | 78.20 |
Canceled (USD per share) | $ / shares | 99.51 |
Outstanding at end of period (USD per share) | $ / shares | $ 134.31 |
SHARE-BASED COMPENSATION (Restr
SHARE-BASED COMPENSATION (Restricted Stock Activity) - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Restricted Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (shares) | 44,424 | ||
Unvested restricted shares outstanding (shares) | 224,395 | 228,331 | |
Unrecognized compensation costs related to unvested restricted shares | $ 21 | ||
Weighted average vesting period | 3 years 2 months 12 days | ||
Fair value of restricted shares granted | $ 3.4 | $ 17.2 | |
Fair value of restricted shares vested | $ 5.2 | $ 8 | |
Restricted Shares | Joe Armes, CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (shares) | 31,496 | ||
Restricted Stock Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested restricted shares outstanding (shares) | 100,082 | 102,001 | |
Restricted Stock Performance Shares | Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (shares) | 21,087 | 47,845 | |
Vesting period | 36 months | ||
Restricted Stock Performance Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 0% | ||
Restricted Stock Performance Shares | Minimum | Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 0% | ||
Restricted Stock Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 200% | ||
Restricted Stock Performance Shares | Maximum | Cliff Vesting | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 200% | ||
Restricted Stock Performance Shares | Joe Armes, CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (shares) | 27,559 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 60% | ||
Restricted Stock Units (RSUs) | Joe Armes, CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted (shares) | 19,685 | ||
Restricted Stock Units (RSUs) | Successor CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based vesting range | 40% |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 273,635 | $ 252,775 |
Less: Current portion | (561) | (561) |
Long-term debt | $ 273,074 | $ 252,214 |
Whitmore | Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.79% | 2.45% |
Whitmore Term Loan, interest rate of 3.79% and 2.45% (a)(b), respectively | $ 9,635 | $ 9,775 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.47% | 1.95% |
Revolving Credit Facility, interest rate of 2.47% and 1.95% (a), respectively | $ 264,000 | $ 243,000 |
LONG-TERM DEBT (Revolving Credi
LONG-TERM DEBT (Revolving Credit Agreement) - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
May 18, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | ||
Debt Instrument [Line Items] | |||||
Borrowings on line of credit | $ 34,797,000 | $ 12,000,000 | [1] | ||
Repayments of long-term debt | 13,937,000 | $ 23,140,000 | [1] | ||
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 | ||||
Line of credit outstanding amount | 264,000,000 | $ 243,000,000 | |||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Maximum borrowing capacity | $ 400,000,000 | $ 300,000,000 | |||
Line of credit facility, accordion feature | 150,000,000 | ||||
Line of credit facility, remaining borrowing capacity | 136,000,000 | 157,000,000 | |||
Debt discount and issuance costs | $ 2,300,000 | ||||
Borrowings on line of credit | 34,800,000 | ||||
Repayments of long-term debt | 13,800,000 | ||||
Line of credit outstanding amount | $ 264,000,000 | $ 243,000,000 | |||
Maximum leverage ratio | 3.75 | ||||
Minimum fixed charge coverage ratio | 1.25 | ||||
Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 1% | ||||
Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 0.50% | ||||
Revolving Credit Facility | Minimum | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.15% | 0.15% | |||
Revolving Credit Facility | Minimum | Prime Rate | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 0.25% | ||||
Revolving Credit Facility | Minimum | LIBOR | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 1.25% | 1.25% | |||
Revolving Credit Facility | Minimum | Base Rate | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 0.25% | ||||
Revolving Credit Facility | Maximum | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.40% | 0.40% | |||
Revolving Credit Facility | Maximum | Prime Rate | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 1.50% | ||||
Revolving Credit Facility | Maximum | LIBOR | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 2.50% | 2.50% | |||
Revolving Credit Facility | Maximum | Base Rate | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Spread on interest rate | 1.50% | ||||
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 | ||||
[1]*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K |
LONG-TERM DEBT (Whitmore Term L
LONG-TERM DEBT (Whitmore Term Loan) - Additional Information (Detail) - Whitmore - Secured Term Loan - USD ($) | 1 Months Ended | ||
Jul. 31, 2014 | Jun. 30, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | |||
Debt instrument, periodic principal payment | $ 140,000 | ||
Principal amount outstanding under term loan | $ 9,635,000 | $ 9,775,000 | |
LIBOR | |||
Debt Instrument [Line Items] | |||
Spread on interest rate | 2% |
LEASES - Additional Information
LEASES - Additional Information (Details) | Jun. 30, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 26 years |
LEASES - Components of Operatin
LEASES - Components of Operating Lease Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,638 | $ 2,429 |
Short-term lease expense | 238 | 95 |
Total operating lease expense | $ 2,876 | $ 2,524 |
LEASES - Operating Lease Assets
LEASES - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||
Right-of-use assets, net | $ 65,628 | $ 67,076 |
Short-term lease liabilities | 9,489 | 9,269 |
Long-term lease liabilities | 61,655 | 63,275 |
Total operating lease liabilities | $ 71,144 | $ 72,544 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued and other current liabilities | Accrued and other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,708 | $ 2,359 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 1,868 | $ 29 |
LEASES - Other Information for
LEASES - Other Information for Operating Leases (Details) | Jun. 30, 2022 | Jun. 30, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 7 years 8 months 1 day | 7 years 11 months 19 days |
Weighted average discount rate | 2.20% | 2.60% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||
Year Ending March 31, 2023 (excluding the three months ended June 30, 2022) | $ 8,236 | |
2024 | 10,866 | |
2025 | 10,709 | |
2026 | 10,365 | |
2027 | 10,159 | |
Thereafter | 27,218 | |
Total lease liabilities | 77,553 | |
Less: Imputed interest | (6,409) | |
Present value of lease liabilities | $ 71,144 | $ 72,544 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Additional Information (Detail) - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Derivative [Line Items] | ||
Notional amount | $ 9.6 | $ 9.8 |
Maximum remaining length of contract | 7 years 1 month 6 days |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Fair Value of Derivatives (Detail) - Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Current derivative liabilities | $ (16) | $ 109 |
Non-current derivative liabilities | $ 38 | $ 233 |
EARNINGS PER SHARE (Detail)
EARNINGS PER SHARE (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Earnings Per Share [Abstract] | |||
Net income | $ 29,638 | $ 20,685 | [1],[2] |
Less: Income attributable to redeemable noncontrolling interest | (195) | (224) | [2] |
Net income attributable to CSW Industrials, Inc. | $ 29,443 | $ 20,461 | [2] |
Weighted average shares: | |||
Common stock (in shares) | 15,541 | 15,605 | |
Participating securities (in shares) | 102 | 110 | |
Denominator for basic earnings per common share (in shares) | 15,643 | 15,715 | [2] |
Potentially dilutive securities (in shares) | 9 | 66 | |
Denominator for diluted earnings per common share (in shares) | 15,652 | 15,781 | [2] |
Net income per share attributable to CSW Industrials, Inc. shareholders: | |||
Basic (USD per share) | $ 1.88 | $ 1.30 | [2] |
Diluted (USD per share) | $ 1.88 | $ 1.30 | [2] |
[1]*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K[2]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 44 Months Ended | |||||||||
Aug. 12, 2022 | Jul. 15, 2022 | Apr. 14, 2022 | Feb. 11, 2022 | Apr. 15, 2021 | Apr. 04, 2019 | Nov. 07, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Oct. 30, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Shares repurchased, amount | $ 46,000,000 | ||||||||||
Dividend declared (USD per share) | $ 0.17 | $ 0.15 | $ 0.135 | ||||||||
Dividends paid | $ 2,700,000 | $ 2,400,000 | |||||||||
Approved quarterly dividend rate (USD per share) | $ 0.17 | ||||||||||
Subsequent Event | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Dividend declared (USD per share) | $ 0.17 | ||||||||||
Dividend cash paid (USD per share) | $ 0.17 | ||||||||||
2018 Share Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Share repurchase program authorized amount | $ 75,000,000 | ||||||||||
Share repurchase program term | 2 years | ||||||||||
Shares repurchased (shares) | 287,990 | 0 | 740,137 | ||||||||
Shares repurchased, amount | $ 30,500,000 | ||||||||||
2020 Share Repurchase Program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Share repurchase program authorized amount | $ 100,000,000 | ||||||||||
Shares repurchased (shares) | 414,105 | ||||||||||
Shares repurchased, amount | $ 44,900,000 |
RETIREMENT PLANS (Detail)
RETIREMENT PLANS (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Service and other costs | $ 15 | $ 12 |
Interest cost on projected benefit obligation | 36 | 34 |
Expected return on assets | (11) | (28) |
Amortization of net actuarial loss | 11 | 18 |
Net pension benefit | $ 51 | $ 36 |
INCOME TAXES (Detail)
INCOME TAXES (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Income Tax Disclosure [Abstract] | |||
Income from continuing operations before income taxes | $ 39,258 | $ 27,192 | [1] |
Income tax expense (benefit) | $ 9,620 | $ 6,507 | [1] |
Effective tax rate | 24.50% | 23.90% | |
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
OTHER COMPREHENSIVE INCOME (L_3
OTHER COMPREHENSIVE INCOME (LOSS) (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 469,086 | $ 415,450 | [1] |
Other comprehensive income, net of tax | (2,022) | 387 | [1] |
Balance at end of period | 466,720 | 434,970 | [1] |
Losses on cash flow hedges expected to be reclassified to earnings within next 12 months (less than) | 100 | ||
Accumulated Foreign Currency Adjustment Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (4,438) | (4,394) | |
Other comprehensive income, net of tax | (2,278) | 489 | |
Balance at end of period | (6,716) | (3,905) | |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (270) | (803) | |
Other comprehensive income, net of tax | 253 | (109) | |
Unrealized gain, net of taxes | 212 | (166) | |
Reclassification, net of tax | 41 | 57 | |
Balance at end of period | (17) | (912) | |
Interest rate swaps, unrealized gain, tax | (56) | 44 | |
Reclassification from AOCI, current period, tax | (11) | (15) | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (366) | (799) | |
Balance at end of period | (363) | (792) | |
Accumulated Defined Benefit Plans Adjustment, Net Gain (Loss) Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Reclassification, net of tax | 3 | 7 | |
Reclassification from AOCI, current period, tax | $ (1) | $ (2) | |
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 199,934 | $ 161,266 | [1] |
Change in Contract Liabilities [Roll Forward] | |||
Balance at beginning of period | 1,026 | ||
Revenue recognized during the period | (712) | ||
New contracts and revenue added to existing contracts during the period | 492 | ||
Balance at end of period | 806 | ||
Build-to-order | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 25,022 | 23,649 | |
Book-and-ship | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 174,912 | 137,617 | |
Contractor Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 135,719 | 110,216 | |
Contractor Solutions | Build-to-order | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Contractor Solutions | Book-and-ship | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 135,719 | 110,216 | |
Engineered Building Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 28,514 | 25,650 | |
Engineered Building Solutions | Build-to-order | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 25,022 | 23,649 | |
Engineered Building Solutions | Book-and-ship | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 3,492 | 2,001 | |
Specialized Reliability Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 35,701 | 25,400 | |
Specialized Reliability Solutions | Build-to-order | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | 0 | 0 | |
Specialized Reliability Solutions | Book-and-ship | |||
Disaggregation of Revenue [Line Items] | |||
Net revenues | $ 35,701 | $ 25,400 | |
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
SEGMENTS (Detail)
SEGMENTS (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Segment Reporting Information [Line Items] | |||
Revenues, net | $ 199,934 | $ 161,266 | [1] |
Operating income | 40,873 | 28,902 | [1] |
Contractor Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 135,719 | 110,216 | |
Engineered Building Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 28,514 | 25,650 | |
Specialized Reliability Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 35,701 | 25,400 | |
Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 199,934 | 161,266 | |
Operating income | 45,801 | 34,063 | |
Reportable Segments | Contractor Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 135,719 | 110,216 | |
Operating income | 36,289 | 29,512 | |
Reportable Segments | Engineered Building Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 28,514 | 25,650 | |
Operating income | 4,415 | 3,854 | |
Reportable Segments | Specialized Reliability Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 35,701 | 25,400 | |
Operating income | 5,097 | 697 | |
Intersegment revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 1,944 | 73 | |
Intersegment revenue | Contractor Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 1,909 | 26 | |
Intersegment revenue | Engineered Building Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 0 | 0 | |
Intersegment revenue | Specialized Reliability Solutions | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 35 | 47 | |
Eliminations and Other, excluding Intersegment revenue | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | 0 | 0 | |
Eliminations and Other | |||
Segment Reporting Information [Line Items] | |||
Revenues, net | (1,944) | (73) | |
Operating income | $ (4,928) | $ (5,161) | |
[1]Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K. |
SEGMENTS - Narrative (Details)
SEGMENTS - Narrative (Details) | 3 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |