Csw Industrials, Inc 10-Q for FY2025 Q3
Csw Industrials, Inc. (CSW)
10-Q
2025-01-30
For: 2024-12-31
View Original
Added on
April 11, 2026
About this 10-Q
Csw Industrials, Inc filed this 10-Q on January 30, 2025, covering the quarter ended December 31, 2024 (FY2025 Q3).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $193.65M
- up 10.7% from $174.97M a year earlier
- Net income
- $26.95M
- up 192.2% from net income of $9.22M a year earlier
- Diluted EPS
- $1.60
- up 171.2% from $0.59 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2024
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File No. 001-37454
(Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(214 ) 884-3777
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol (s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | Non-accelerated filer ☐ (Do not check if smaller reporting company) | Smaller reporting company | Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of January 27, 2025, there were 16,783,080 shares of the issuer’s common stock outstanding.
CSW INDUSTRIALS, INC.
FORM 10-Q
TABLE OF CONTENTS
Page No. | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 5. | ||||||||
Item 6. | ||||||||
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||
| (Amounts in thousands, except per share amounts) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenues | ( | ( | ( | ( | ||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest income (expense), net | ( | ( | ( | |||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Less: Income attributable to redeemable noncontrolling interest | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income attributable to CSW Industrials, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income per share attributable to CSW Industrials, Inc. | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average number of shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
1
CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||
Cash flow hedging activity, net of taxes of $ | ( | ( | ||||||||||||||||||||||||
Pension and other postretirement effects, net of taxes of $ | ||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Comprehensive income attributable to redeemable noncontrolling interest | ( | ( | ( | ( | ||||||||||||||||||||||
| Comprehensive income attributable to CSW Industrials, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
2
CSW INDUSTRIALS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (Amounts in thousands, except for per share amounts) | December 31, 2024 | March 31, 2024 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net of allowance for expected credit losses of $ | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued and other current liabilities | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Retirement benefits payable | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (See Note 13) | ||||||||||||||
| Redeemable noncontrolling interest | ||||||||||||||
| Equity: | ||||||||||||||
Common shares, $ | ||||||||||||||
Shares authorized – | ||||||||||||||
Shares issued – | ||||||||||||||
Preferred shares, $ | ||||||||||||||
Shares authorized ( | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
Treasury shares, at cost ( | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total equity | ||||||||||||||
| Total liabilities, redeemable noncontrolling interest and equity | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
3
CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| (Amounts in thousands) | Common Stock | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock activity under stock plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Reissuance of treasury shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Equity issuance | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock activity under stock plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
4
| (Amounts in thousands) | Common Stock | Treasury Shares | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock activity under stock plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Reissuance of treasury shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock activity under stock plans | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||
| Repurchase of common shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Dividends | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
5
CSW INDUSTRIALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Amortization of intangible and other assets | ||||||||||||||
| Provision for inventory reserves | ||||||||||||||
| Provision for doubtful accounts | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Net gain on disposals of property, plant and equipment | ( | ( | ||||||||||||
| Net pension benefit | ||||||||||||||
| Impairment of assets | ||||||||||||||
| Net deferred taxes | ||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | ||||||||||||||
| Inventories | ( | |||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||
| Other assets | ||||||||||||||
| Accounts payable and other current liabilities | ||||||||||||||
| Retirement benefits payable and other liabilities | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||
| Proceeds from sale of assets held for investment | ||||||||||||||
| Proceeds from sale of assets | ||||||||||||||
| Cash paid for investments | ( | |||||||||||||
| Cash paid for acquisitions | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Borrowings on line of credit | ||||||||||||||
| Repayments of line of credit and term loan | ( | ( | ||||||||||||
| Purchase of treasury shares | ( | ( | ||||||||||||
| Proceeds from equity issuance | ||||||||||||||
| Dividends | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of exchange rate changes on cash and equivalents | ( | ( | ||||||||||||
| Net change in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
6
CSW INDUSTRIALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
CSW Industrials, Inc. (the “Company,” “CSWI,” “we,” “our” or “us”) is a diversified industrial growth company with a strategic focus on providing niche, value-added products in the end markets we serve. We operate in three business segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration (“HVAC/R”), plumbing products, grilles, registers and diffusers (“GRD”), building safety solutions and high-performance specialty lubricants and sealants. End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, electrical, general industrial, energy, rail transportation and mining. Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”). Our products are sold directly to end users or through designated channels in over 100 countries around the world, primarily including the U.S., Canada, the U.K. and Australia.
Drawing on our innovative and proven technologies, we seek to deliver solutions primarily to contractors that place a premium on superior performance and reliability. We believe our brands are well-known in the specific end markets we serve and have a reputation for high quality. We rely on both organic growth and inorganic growth through acquisitions to provide an increasingly broad portfolio of performance optimizing solutions that meet our customers’ ever-changing needs. We have a successful record of making attractive, synergistic acquisitions in support of this objective, and we remain focused on identifying additional acquisition opportunities in our core end markets.
Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair and overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Balco®, Cover Guard®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorksTM, PSP ProductsTM, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.
Basis of Presentation
The consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity (“VIE”) for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation.
The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of December 31, 2024, and the results of operations for the three and nine month periods ended December 31, 2024 and 2023. All adjustments are of a normal, recurring nature.
The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (the “Annual Report”).
Accounting Policies
We have consistently applied the accounting policies described in our Annual Report in preparing these consolidated financial statements.
7
Accounting Developments
Pronouncements not yet implemented
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the amendments should be applied retrospectively. This ASU will be effective for our Form 10-K for fiscal 2025 and our Form 10-Q for the first quarter of fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our Form 10-K for fiscal 2026. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. Also, this ASU requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. This ASU will be effective for our Form 10-K for fiscal 2028 and our Form 10-Q for the first quarter of 2029. We are currently evaluating the impact this ASU may have on our financial statement disclosures.
2. ACQUISITIONS
PF WaterWorks, L.P.
On November 4, 2024, we acquired the assets of PF WaterWorks, L.P. (“PF WaterWorks”), based in Houston, Texas for an aggregate purchase price of $43.2 million, comprised of cash considerations of $40.0 million, an estimated working capital true-up adjustment of $2.2 million and contingent considerations initially measured at $1.0 million based on PF WaterWorks meeting defined financial targets over a period of 3.2 years. The cash consideration was funded with cash on hand. PF WaterWorks offers innovative, eco-friendly drain management solutions that expand upon, and are complimentary to, our existing plumbing product portfolio. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $1.0 million, which was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations. During the three and nine months ended December 31, 2024, we incurred $1.1 million and $1.3 million, respectively, in transaction expenses in connection with the PF WaterWorks acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.
The PF WaterWorks acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $12.0 million allocated to goodwill, which represents the value expected to be obtained from owning products that are expanding our existing plumbing offerings and provide additional drain management solutions to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($22.8 million), trade name ($2.7 million), patent ($0.4 million), accounts receivable ($1.6 million), inventory ($4.2 million), other current assets ($0.1 million), equipment ($0.1 million) and other assets ($0.3 million), net of current liabilities ($0.9 million) and other liabilities ($0.1 million). Customer lists and patent are being amortized over 15 years and 5 years, respectively, while the trade name and goodwill are not being amortized. The Company’s evaluation of the facts and
8
circumstances available as of November 4, 2024 to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. PF WaterWorks activity has been included in our Contractor Solutions segment since the acquisition date.
The disclosure of PF WaterWorks' post-acquisition revenue and net income is not practical due to integration activities since the acquisition date. No pro forma information has been provided due to immateriality.
PSP Products, Inc.
On August 1, 2024, we acquired the assets of PSP Products, Inc. (“PSP”), based in Manassas, Virginia for an aggregate purchase price of $47.1 million, comprised of cash consideration of $32.5 million, a working capital true-up adjustment of $7.0 million and contingent considerations initially measured at $7.6 million based on PSP meeting defined operational and financial targets over a period of 2.5 years. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility, as defined in Note 7. PSP offers a family of superior surge protection and load management products to our existing HVAC/R offerings. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $7.6 million, of which $0.6 million was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations and $7.0 million was determined using a scenario-based analysis on forecasted future results. During the three and nine months ended December 31, 2024, we incurred less than $0.1 million and $0.3 million, respectively, in transaction expenses in connection with the PSP acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.
The PSP acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations (“Topic 805”). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired and liabilities assumed was $9.0 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R offerings and provide additional electrical offerings to our customers. The preliminary allocation of the fair value of the net assets acquired comprises customer lists ($24.5 million), trade name ($2.0 million), accounts receivable ($4.4 million), inventory ($8.9 million), other current asset ($0.3 million), equipment ($0.3 million) and other assets ($0.7 million), net of current liabilities ($2.6 million) and other liabilities ($0.4 million). Customer lists are being amortized over 15 years while the trade name and goodwill are not being amortized. The Company’s evaluation of the facts and circumstances available as of August 1, 2024, to assign fair values to assets acquired is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets are deductible and amortized over 15 years for income tax purposes. PSP activity has been included in our Contractor Solutions segment since the acquisition date.
The disclosure of PSP's post-acquisition revenue and net income is not practical due to integration activities since the acquisition date. No pro forma information has been provided due to immateriality.
Dust Free, LP
On February 6, 2024, we acquired 100 % of the outstanding equity of Dust Free, LP (“Dust Free”), based in Royse City, Texas, for an aggregate purchase price of $34.2 million (including $0.6 million cash acquired), comprised of cash consideration of $27.4 million (including a final working capital true-up receipt of $0.5 million) and contingent considerations initially measured at $6.8 million based on Dust Free meeting defined operational and financial targets over a period of 6 years. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in Note 7). The Dust Free products offer residential and commercial indoor air quality and HVAC/R applications and supplement our Contractor Solutions segment’s existing product portfolio. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long-term liability of $6.8 million, of which $2.1 million was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations and $4.7 million was determined using a scenario-based analysis on forecasted future results. During the year ended March 31, 2024, we incurred $0.7 million in transaction expenses in connection with the Dust Free acquisition, which were included in selling, general and administrative expenses in the Consolidated Statements of Operations under the Contractor Solutions segment.
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3. CONSOLIDATION OF VARIABLE INTEREST ENTITY AND REDEEMABLE NONCONTROLLING INTEREST
Whitmore Joint Venture
On April 1, 2021, Whitmore Manufacturing, LLC (“Whitmore”), a wholly-owned subsidiary of CSWI, completed the formation of the joint venture (the “Whitmore JV”) with Pennzoil-Quaker State Company dba SOPUS Products, a wholly-owned subsidiary of Shell Oil Company that comprises Shell’s U.S. lubricants business.
The Whitmore JV is deemed to be a VIE as the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The major factor that led to the conclusion that the Company is the primary beneficiary of this VIE is that Whitmore has the power to direct the most significant activities due to its ability to direct the manufacturing decisions of the Whitmore JV. Whitmore JV’s total net assets are presented below (in thousands):
| December 31, 2024 | March 31, 2024 | ||||||||||
| Cash | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued and other current liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
During the three and nine months ended December 31, 2024, the Whitmore JV generated net income of $0.0 million and $1.7 million, respectively.
The Whitmore JV’s LLC Agreement contains a put option that gives either member the right to sell its 50 % equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90 % of the initiating member's equity interest determined based on the fair market value of the Whitmore JV’s net assets. This put option can be exercised, at either member’s discretion, by providing written notice to the other member during the month of July 2024 and every two years afterwards. No put option was provided in July 2024. This redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. Changes in redeemable noncontrolling interest for the nine-month period ended December 31, 2024 were as follows (in thousands):
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| December 31, 2024 | December 31, 2023 | ||||||||||
| Balance at beginning of the year | $ | $ | |||||||||
| Net income attributable to redeemable noncontrolling interest | |||||||||||
| Ending balance | $ | $ | |||||||||
4. INVENTORIES
Inventories consist of the following (in thousands):
| December 31, 2024 | March 31, 2024 | |||||||||||||
| Raw materials and supplies | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
| Finished goods | ||||||||||||||
| Total inventories | ||||||||||||||
| Less: Obsolescence reserve | ( | ( | ||||||||||||
| Inventories, net | $ | $ | ||||||||||||
5. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill as of December 31, 2024 and March 31, 2024 were as follows (in thousands):
| Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Total | |||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Dust Free acquisition | ( | ( | ||||||||||||||||||||||||
| PSP acquisition | ||||||||||||||||||||||||||
| PF WaterWorks acquisition | ||||||||||||||||||||||||||
| Currency translation | ( | ( | ( | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
The following table provides information about our intangible assets (in thousands, except years):
| December 31, 2024 | March 31, 2024 | ||||||||||||||||||||||||||||
| Weighted Avg Life (Years) | Gross Amount | Accumulated Amortization | Gross Amount | Accumulated Amortization | |||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||
| Patents | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Customer lists and amortized trademarks | ( | ( | |||||||||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Trade names and trademarks not being amortized: | $ | $ | — | $ | $ | — | |||||||||||||||||||||||
Amortization expenses for the three and nine months ended December 31, 2024 were $6.4 million and $18.3 million, respectively. Amortization expenses for the three and nine months ended December 31, 2023 were $5.7 million and $17.0 million, respectively. The following table shows the estimated future amortization for intangible assets, as of December 31, 2024, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands):
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| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
6. SHARE-BASED COMPENSATION
Prior to September 17, 2024, we maintained the shareholder-approved 2015 Equity and Incentive Compensation Plan (the “2015 Plan”), which provided for the issuance of up to 1,230,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. On August 15, 2024, our shareholders approved the 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) and on September 17, 2024, we registered the offering of shares under the 2024 Plan on the Registration Statement on Form S-8 (the “2024 Plan Registration”). Following the 2024 Plan Registration, no further awards have been or will be granted under the 2015 Plan, and the 2015 Plan’s remaining share reserve for new awards was cancelled. Any awards previously granted under the 2015 Plan will remain outstanding and vest in accordance with their original terms and conditions.
The 2024 Plan provides for the issuance of up to 850,000 shares of CSWI common stock through the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units or other share-based awards, to employees, officers and non-employee directors. As of December 31, 2024, and due to awards granted under the 2015 Plan prior to the 2024 Plan Registration, as well as new grant activity under the 2024 Plan, 827,520 shares were reserved and available for issuance under the 2024 Plan.
We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2024 and 2023 (in thousands):
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Related income tax benefit (a) | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Net share-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
(a) Income tax benefit is estimated using the statutory rate.
Restricted share activity was as follows:
| Nine Months Ended December 31, 2024 | ||||||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Outstanding at March 31, 2024: | $ | |||||||||||||
| Granted (a) | ||||||||||||||
| Vested | ( | |||||||||||||
| Canceled | ( | |||||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||||
(a) Including incremental shares delivered to grant recipients as a result of performance-based awards vesting in excess of target (100%).
During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of December 31, 2024 and 2023 included 95,225 and 96,814 shares (at target), respectively, with performance-based vesting provisions, and a vesting range of 0 %-200 % based on pre-defined performance targets with market
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conditions. Performance-based awards accrue dividend equivalents, which are settled upon (and to the extent of) vesting of the underlying award and do not have the right to vote until vested. Performance-based awards are earned upon the achievement of objective performance targets and are payable in common shares. Compensation expense is calculated based on the fair market value as determined by a Monte Carlo simulation and is recognized over a 36 -month cliff vesting period. We granted no 18,962 and 29,120 awards with performance-based vesting provisions during the nine months ended December 31, 2024 and 2023, respectively, with a vesting range of 0 %-200 %.
At December 31, 2024, we had unrecognized compensation cost related to unvested restricted shares of $23.0 million, which will be amortized into net income over the remaining weighted average vesting period of approximately 2.1 years. The total fair value of restricted shares granted during the three months ended December 31, 2024 and 2023 was $7.1 million and $5.5 million, respectively. The total fair value of restricted shares granted during the nine months ended December 31, 2024 and 2023 was $14.3 million and $12.2 million, respectively. The total fair value of restricted shares vested during the three months ended December 31, 2024 and 2023 was $11.8 million and $6.3 million, respectively. The total fair value of restricted shares vested during the nine months ended December 31, 2024 and 2023 was $22.1 million and $14.7 million, respectively.
7. LONG-TERM DEBT
Debt consists of the following (in thousands):
| December 31, 2024 | March 31, 2024 | |||||||||||||
Revolving Credit Facility, interest rate of | $ | $ | ||||||||||||
| Less: Current portion | ||||||||||||||
| Long-term debt | $ | $ | ||||||||||||
(a) Interest rate effective on December 31, 2024 was not applicable due to there being no outstanding balance under the Revolving Credit Facility.
(b) Represents the interest rate effective on March 31, 2024.
Revolving Credit Facility
As discussed in Note 8 to our consolidated financial statements included in our Annual Report, prior to December 2022, we maintained a $400.0 million revolving credit facility that contained a $25.0 million sublimit for the issuance of letters of credit and a $10.0 million sublimit for swingline loans, with an additional $150 million accordion feature (the “Second Credit Agreement”). The credit facility was scheduled to mature on May 18, 2026. The Company incurred a total of $2.3 million in underwriting fees, which are being amortized over the life of the Second Credit Agreement. Borrowings under the Second Credit Agreement bore interest at either base rate plus between 0.25 % to 1.5 % or LIBOR plus between 1.25 % to 2.5 %, based on the Company’s leverage ratio calculated on a quarterly basis. The base rate was described in the Second Credit Agreement as the highest of (i) the Federal funds effective rate plus 0.50 %, (ii) the prime rate quoted by The Wall Street Journal, and (iii) the one-month LIBOR rate plus 1.00 %. We paid a commitment fee between 0.15 % to 0.4 % based on the Company’s leverage ratio for the unutilized portion of this facility. Interest and commitment fees were payable at least quarterly and the outstanding principal balance was due at the maturity date. The Second Credit Agreement was secured by a first priority lien on all tangible and intangible assets and stock issued by the Company and its domestic subsidiaries, subject to specified exceptions, and 65 % of the voting equity interests in its first-tier foreign subsidiaries.
On December 15, 2022, the Company entered into an Incremental Assumption Agreement No. 1 and Amendment No. 2 to the Second Credit Agreement (the “Second Amendment”) to utilize a portion of the accordion feature, thus increasing the commitment from $400.0 million to $500.0 million, and concurrently reducing the available incremental accordion by a corresponding amount (the term “Revolving Credit Facility” as used throughout this document refers to the Second Credit Agreement and the Second Amendment, as applicable). The Second Amendment also replaced the LIBOR Rate with individualized metrics based on the specific denomination of borrowings, including a metric based on Term SOFR (as defined in the Second Credit Agreement) for borrowings denominated in U.S. Dollars. The Company incurred a total of $0.7 million in underwriting fees, which are being amortized over the remaining term of the Second Credit Agreement.
During the nine months ended December 31, 2024, we borrowed $32.7 million and repaid $198.3 million under the Revolving Credit Facility. As of December 31, 2024 and March 31, 2024, we had $0.0 million and $166.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the Revolving Credit Facility of $498.7 million (net of credit utilization) and $334.0 million, respectively. The financial covenants contained in the Second Credit
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Agreement require the maintenance of a maximum leverage ratio of 3.00 to 1.00, subject to a temporary increase to 3.75 to 1.00 for 18 months following the consummation of permitted acquisitions with consideration in excess of certain threshold amounts set forth in the Second Credit Agreement. The Second Credit Agreement also requires the maintenance of a minimum fixed charge coverage ratio of 1.25 to 1.00, the calculations and terms of which are defined in the Second Credit Agreement. Covenant compliance is tested quarterly, and we were in compliance with all covenants as of December 31, 2024.
Interest payments on the first $100.0 million borrowing under the Revolving Credit Facility were hedged under an interest rate swap agreement as described in Note 9 until September 2024, when the balance of the Revolving Credit Facility was paid off using a portion of the proceeds from the equity offering as discussed in Note 11 and the hedge was terminated as described in Note 9.
8. LEASES
We have operating leases for manufacturing facilities, offices, warehouses, vehicles and certain equipment. Our leases have remaining lease terms of 1 year to 23 years, some of which include escalation clauses and/or options to extend or terminate the leases. We do not currently have any financing lease arrangements.
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Components of Operating Lease Expenses | ||||||||||||||||||||||||||
| Operating lease expense (a) | $ | $ | $ | $ | ||||||||||||||||||||||
| Short-term lease expense | ||||||||||||||||||||||||||
| Total operating lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
| (a) Included in cost of revenues and selling, general and administrative expenses | ||||||||||||||||||||||||||
| (in thousands) | December 31, 2024 | March 31, 2024 | ||||||||||||
| Operating Lease Assets and Liabilities | ||||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| (b) Included in other assets | ||||||||||||||
| (c) Included in accrued and other current liabilities and other long-term liabilities | ||||||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (in thousands) | 2024 | 2023 | ||||||||||||
| Supplemental Cash Flow | ||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities (a) | $ | $ | ||||||||||||
| Increase in right-of-use assets obtained in exchange for new or renewed operating lease obligations | ||||||||||||||
| Decrease in right-of-use assets and operating lease liabilities due to lease modification, remeasurement or termination | ||||||||||||||
| (a) Included in our Consolidated Statements of Cash Flows under operating activities in net income and accounts payable and other current liabilities | ||||||||||||||
| Other Information for Operating Leases | ||||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||||
| Weighted average discount rate | % | % | ||||||||||||
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| Maturities of operating lease liabilities were as follows (in thousands): | |||||
| Year Ending March 31, 2025 (excluding the nine months ended December 31, 2024) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total lease liabilities | |||||
| Less: Imputed interest | ( | ||||
| Present value of lease liabilities | $ | ||||
9. DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING
From time to time, we enter into interest rate swap agreements to hedge exposure to floating interest rates on certain portions of our debt.
On February 7, 2023, we entered into an interest rate swap to hedge our exposure to variability in cash flows from interest payments on the first $100.0 million of borrowings under our Revolving Credit Facility. This interest rate swap fixed the one-month SOFR rate at 3.85 % for the first $100.0 million borrowing under our Revolving Credit Facility and was scheduled to expire on May 18, 2026. In September 2024, upon the payoff of the outstanding Revolving Credit Facility balance, we terminated the interest rate swap and incurred a cash payment of $0.4 million, which was reported in our Consolidated Statements of Income in interest expense, net. As of December 31, 2024 and March 31, 2024, we had $0.0 million and $100.0 million, respectively, of notional amount outstanding designated as an interest rate swap with third parties.
The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands):
| December 31, 2024 | March 31, 2024 | ||||||||||
| Current derivative asset | $ | $ | |||||||||
| Non-current derivative asset | |||||||||||
The impact of changes in fair value of the interest rate swap is included in Note 15.
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10. EARNINGS PER SHARE
The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted earnings per share for the three and nine months ended December 31, 2024 and 2023 (amounts in thousands, except per share data):
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to redeemable noncontrolling interest | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to CSW Industrials, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Participating securities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Denominator for basic earnings per common share | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Potentially dilutive securities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Denominator for diluted earnings per common share | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income per share attributable to CSW Industrials, Inc.: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
11. SHAREHOLDERS' EQUITY
Common Stock
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Common Stock | Treasury Stock | Common Stock | Treasury Stock | ||||||||||||||||||||
| Balance at beginning of the year | |||||||||||||||||||||||
| Vesting of performance shares and restricted stock units | |||||||||||||||||||||||
| Reissuance of treasury shares | ( | ( | |||||||||||||||||||||
| Restricted stock awards activities | |||||||||||||||||||||||
| Share repurchases | |||||||||||||||||||||||
| Equity issuance | |||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
Equity Offering
In September 2024, the Company completed a follow-on equity offering, and issued and sold a total of 1,265,000 shares of our common stock to the public, including shares issued pursuant to the underwriters' full exercise of their over-allotment option, at an offering a price of $285 per share. We received proceeds of $347.4 million, net of underwriting fees and discounts and expenses incurred directly related to the offering. We used a portion of the proceeds to pay off the outstanding balance of our Revolving Credit Facility, as discussed in Note 7, and we plan to use the remainder of the proceeds for general corporate purposes, including potential future acquisitions.
16
Share Repurchase Program
On December 16, 2022, we announced that our Board of Directors authorized a program to repurchase up to $100.0 million of our common stock over a two-year period. On November 18, 2024, we announced that our Board of Directors authorized a new $200.0 million share repurchase program, which replaced the previously announced $100.0 million program. Under the current repurchase program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Repurchases will be made at our discretion, based on ongoing assessments of the capital needs of the business, the market price of our common stock and general market conditions. Our Board of Directors has established an expiration date of December 31, 2026, for completion of the current repurchase program; however, such program may be limited or terminated at any time at our discretion without notice.
Under the current $200.0 million repurchase program, a total of 5,705 shares were repurchased during the three months ended December 31, 2024 for $2.2 million. Under the prior $100.0 million repurchase program, 6,703 and 39,153 shares were repurchased for the three and nine months ended December 31, 2024 for $2.6 million and $11.5 million, respectively. 25,914 and 32,345 shares were repurchased for the three and nine months ended December 31, 2023 for $4.7 million and $5.8 million, respectively.
In connection with the vesting of share awards, 10,737 and 25,020 shares for $3.9 million and $7.2 million, respectively, were tendered by employees to satisfy minimum tax withholding requirements during the three and nine months ended December 31, 2024, respectively. 11,939 and 32,553 shares for $2.1 million and $5.0 million, respectively, were tendered by employees to satisfy minimum tax withholding requirements during the three and nine months ended December 31, 2023, respectively.
Dividends
On April 14, 2023, we announced a quarterly dividend increase to $0.19 per share. On April 12, 2024, we announced a quarterly dividend increase to $0.21 per share. On October 11, 2024, we announced another quarterly dividend increase to $0.24 per share. Total dividends of $4.0 million and $2.9 million were paid during the three months ended December 31, 2024 and 2023, respectively. Total dividends of $10.6 million and $8.9 million were paid during the nine months ended December 31, 2024 and 2023, respectively.
12. FAIR VALUE MEASUREMENTS
The carrying amounts of cash, accounts receivable, net and accounts payable approximate their fair values at December 31, 2024 and March 31, 2024 due to their short-term nature. Cash equivalents generally consist of money market funds invested with a reputable and highly diversified global bank in instruments issued or guaranteed by the U.S. Treasury. The fair value of these cash equivalents is based on quoted market price, which is a Level I input. The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at variable rates. The fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level II inputs.
The long-term investments with no readily determinable fair value are measured using the alternative for fair value and the investment's carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. As of December 31, 2024 and March 31, 2024, the long-term investments reported in the balance sheets were $2.9 million and $0.4 million, respectively.
The redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. The redemption value of the redeemable noncontrolling interest is estimated using a discounted cash flow analysis, which requires management judgment with respect to future revenue, operating margins, growth rates and discount rates and is classified as Level III under the fair value hierarchy. The redemption value of the redeemable noncontrolling interest is discussed in Note 3.
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The fair value of the contingent consideration liability related to acquisitions is determined using either a scenario-based analysis on forecasted future results or an option pricing model simulation that determines an average projected payment value across numerous iterations. The contingent consideration liability is recorded at fair value on the acquisition date and is remeasured quarterly based on the then assessed fair value. The increases or decreases in the fair value of the contingent consideration can result from changes in future operations, forecasted revenue and assumed discount rates. The fair value measurement is based on significant inputs that are not observable in the market and is classified as Level III under the fair value hierarchy. As of December 31, 2024 and March 31, 2024, the contingent consideration liability reported in the balance sheets was $16.0 million and $7.2 million, respectively.
13. CONTINGENCIES
From time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. There are no matters pending, whether individually or in the aggregate, that we currently believe have a reasonable possibility of having a material impact to our business, consolidated financial position, results of operations or cash flows.
14. INCOME TAXES
For the three months ended December 31, 2024, we earned $31.3 million from operations before taxes and provided for income taxes of $4.3 million, resulting in an effective tax rate of 13.8 %. For the nine months ended December 31, 2024, we earned $133.6 million from operations before taxes and provided for income taxes of $31.2 million, resulting in an effective tax rate of 23.3 %. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2024 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for global intangible low-taxed income (“GILTI”); offset by release of uncertain tax positions (“UTP”) due to lapse of statute, excess tax deductions related to equity compensation, foreign currency rate impact on the cumulative unrepatriated foreign earnings, foreign tax credits and foreign-derived intangible income (“FDII”).
In connection with the T.A. Industries, Inc. (“TRUaire”) acquisition that closed in December 2020, the Company recognized a UTP of $17.3 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification provided by the seller to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years, we recognized a tax indemnification asset of $12.5 million, $5 million of which was released in the three months ended March 31, 2021. During the three months ended December 31, 2023, the remaining $7.5 million tax indemnification asset expired and was recognized as non-cash other expense on the statement of income, which is not deductible for income tax purposes. During the three months ended December 31, 2024, $2.7 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released due to the expiration of the tax statutes and was recorded as an income tax benefit. As of December 31, 2024, the UTP accrual related to TRUaire's pre-acquisition tax periods was $12.7 million and is expected to be released in the future as the statutes on the open tax years expire.
In connection with the Falcon Stainless, Inc. (“Falcon”) acquisition that closed in October 2022, the Company recognized a UTP of $3.0 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification provided by the seller to the Company for up to $4.5 million related to UTPs taken in pre-acquisition years, we recognized an initial tax indemnification asset of $3.0 million, which will either be settled or expire upon the closure of the tax statutes for the pre-acquisition periods. During the three months ended December 31, 2024, as a result of the statue expiration, $0.9 million UTP was released and the related $0.9 million tax indemnification asset expired concurrently and was recognized as non-cash other expense on the statement of income, which is not deductible for income tax purposes. During the three months ended December 31, 2023, as a result of the statute expiration, $1.0 million UTP was released and the related $1.0 million tax indemnification asset expired concurrently and was recognized as non-cash other expense on the statement of income. As of December 31, 2024, the UTP reserves and offsetting indemnification asset related to Falcon's pre-acquisition period were $1.8 million. The Falcon UTP reserves and offsetting indemnification asset will either be settled or expire upon the closure of the tax statutes for the pre-acquisition period.
For the three months ended December 31, 2023, we earned $16.4 million from operations before taxes and provided for income taxes of $7.1 million, resulting in an effective tax rate of 43.2 %. For the nine months ended December 31, 2023, we earned $98.5 million from operations before taxes and provided for income taxes of $28.0 million, resulting in an effective tax rate of 28.4 %. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2023 primarily due to the tax impact on the aforementioned release of the indemnification assets, the release of
18
UTPs, the impact of US federal provision to return adjustments, state income tax (net of federal benefit), executive compensation limitations, and the inclusions related to foreign operations.
The Company expects $6.2 million of reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire.
The Organization for Economic Cooperation and Development introduced a framework under pillar two ("Pillar Two"), which includes a global minimum tax rate of 15% that applies to fiscal years starting on or after January 1, 2024, with certain remaining provisions to be effective in 2025. Certain jurisdictions in which we do business have enacted laws implementing Pillar Two. Based on our current forecast, we do not expect the Pillar Two rules to apply to the Company in the near term. We are monitoring these developments and do not believe these rules will have a material impact on our financial condition and/or consolidated results.
15. OTHER COMPREHENSIVE INCOME (LOSS)
The following table provides an analysis of the changes in accumulated other comprehensive income (loss) (in thousands):
| Three Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Currency translation adjustments: | ||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | ||||||||||
| Adjustments for foreign currency translation | ( | |||||||||||||
| Balance at end of period | $ | ( | $ | ( | ||||||||||
| Interest rate swaps: | ||||||||||||||
| Balance at beginning of period | $ | $ | ||||||||||||
Unrealized gains (losses), net of taxes of $ | ( | |||||||||||||
Reclassification of losses included in interest expense, net, net of taxes of $ | ( | |||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
| Defined benefit plans: | ||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | ||||||||||
Amortization of net gains, net of taxes of $ | ||||||||||||||
| Balance at end of period | $ | ( | $ | ( | ||||||||||
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| Nine Months Ended December 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Currency translation adjustments: | ||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | ||||||||||
| Adjustments for foreign currency translation | ( | ( | ||||||||||||
| Balance at end of period | $ | ( | $ | ( | ||||||||||
| Interest rate swaps: | ||||||||||||||
| Balance at beginning of period | $ | $ | ( | |||||||||||
Unrealized gains (losses), net of taxes of $ | ( | |||||||||||||
Reclassification of losses included in interest expense, net, net of taxes of $ | ( | ( | ||||||||||||
| Other comprehensive income (loss) | ( | |||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
| Defined benefit plans: | ||||||||||||||
| Balance at beginning of period | $ | ( | $ | ( | ||||||||||
Amortization of net gains, net of taxes of $ | ||||||||||||||
| Balance at end of period | $ | ( | $ | ( | ||||||||||
(a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest settlements are made or received. As discussed in Note 9, the interest rate swap was terminated in September 2024. As such, no gain or loss is expected to be recognized over the next twelve months.
16. REVENUE RECOGNITION
Refer to Note 19 to our consolidated financial statements included in our Annual Report for a description of our disaggregation of revenues. Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands):
| Three Months Ended December 31, 2024 | Nine Months Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Total | Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Build-to-order | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Book-and-ship | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, 2023 | Nine Months Ended December 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Total | Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Build-to-order | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Book-and-ship | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2024 and March 31, 2024, accounts receivable balances were $114.8 million and $142.7 million, respectively. As of December 31, 2023 and March 31, 2023, accounts receivable balances were $104.5 million and $122.8 million, respectively.
20
Contract Balances
Contract liabilities, which are included in accrued and other current liabilities in our consolidated balance sheets were as follows (in thousands):
| December 31, 2024 | December 31, 2023 | |||||||||||||
| Balance at beginning of the year: | $ | $ | ||||||||||||
| Revenue recognized during the period | ( | ( | ||||||||||||
| New contracts and revenue added to existing contracts during the period | ||||||||||||||
| Ending balance | $ | $ | ||||||||||||
17. SEGMENTS
As discussed in Note 20 to our consolidated financial statements in our Annual Report, we conduct our operations through three reportable segments:
•Contractor Solutions
•Specialized Reliability Solutions
•Engineered Building Solutions
The following is a summary of the financial information of our reporting segments reconciled to the amounts reported in the consolidated financial statements (in thousands).
Three Months Ended December 31, 2024:
| (in thousands) | Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Subtotal - Reportable Segments | Eliminations and Other | Total | ||||||||||||||||||||||||||||||||
| Revenues, net to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||||||||||||||
| Operating income | ( | |||||||||||||||||||||||||||||||||||||
Three Months Ended December 31, 2023:
| (in thousands) | Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Subtotal - Reportable Segments | Eliminations and Other | Total | ||||||||||||||||||||||||||||||||
| Revenues, net to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||||||||||||||
| Operating income | ( | |||||||||||||||||||||||||||||||||||||
Nine months ended December 31, 2024:
| (in thousands) | Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Subtotal - Reportable Segments | Eliminations and Other | Total | ||||||||||||||||||||||||||||||||
| Revenues, net to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||||||||||||||
| Operating income | ( | |||||||||||||||||||||||||||||||||||||
21
Nine months ended December 31, 2023:
| (in thousands) | Contractor Solutions | Specialized Reliability Solutions | Engineered Building Solutions | Subtotal - Reportable Segments | Eliminations and Other | Total | ||||||||||||||||||||||||||||||||
| Revenues, net to external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Intersegment revenue | ( | — | ||||||||||||||||||||||||||||||||||||
| Operating income | ( | |||||||||||||||||||||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our operations financial condition and results of operations should be read together with our consolidated financial statements and related notes included in this Quarterly Report, as well as our consolidated financial statements and related notes for the fiscal year ended March 31, 2024 included in our Annual Report. This discussion and analysis contains forward-looking statements based on current expectations relating to future events and our future performance that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” below. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those risk factors set forth in our Annual Report and in this Quarterly Report.
Overview
CSW Industrials, Inc. (the “Company,” “CSWI,” “we,” “our” or “us”) is a diversified industrial growth company with a strategic focus on providing niche, value-added products in the end markets we serve. We operate in three business segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration (“HVAC/R”), plumbing products, grilles, registers and diffusers (“GRD”), building safety solutions and high-performance specialty lubricants and sealants. End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, electrical, general industrial, energy, rail transportation and mining. Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”). Our products are sold directly to end users or through designated channels in over 100 countries around the world, primarily including the U.S., Canada, the U.K. and Australia.
Drawing on our innovative and proven technologies, we seek to deliver solutions primarily to contractors that place a premium on superior performance and reliability. We believe our brands are well-known in the specific end markets we serve and have a reputation for high quality. We rely on both organic growth and inorganic growth through acquisitions to provide an increasingly broad portfolio of performance optimizing solutions that meet our customers’ ever-changing needs. We have a successful record of making attractive, synergistic acquisitions in support of this objective, and we remain focused on identifying additional acquisition opportunities in our core end markets.
Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair and overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Balco®, Cover Guard®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorksTM, PSP ProductsTM, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.
Our Outlook
We expect to maintain a strong balance sheet in fiscal year 2025, which provides us with access to capital through our cash on hand, internally-generated cash flow, availability under our Revolving Credit Facility and proceeds from our recent follow-on equity offering. Our capital allocation strategy continues to guide our investing decisions, with a priority to direct capital to the highest risk adjusted return opportunities, within the categories of organic growth, strategic acquisitions and the return of cash to shareholders through our share repurchase and dividend programs. With the strength of our financial position, we will continue to invest in financially and strategically attractive expanded product offerings, key elements of our long-term strategy of targeting long-term profitable growth. We will continue to invest our capital in maintaining our facilities and in continuous improvement initiatives. We recognize the importance of, and remain committed to, continuing to drive organic growth, as well as investing additional capital in opportunities with attractive risk-adjusted returns, driving increased penetration in the end markets we serve. We remain disciplined in our approach to acquisitions, particularly as it relates to our assessment of valuation, prospective synergies, diligence, cultural fit and ease of integration, especially in light of economic conditions.
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RESULTS OF OPERATIONS
The following discussion provides an analysis of our consolidated results of operations and results for each of our segments.
All acquisitions are described in Note 2 to our consolidated financial statements included in this Quarterly Report. PF WaterWorks, L.P. ("PF WaterWorks") activity has been included in our results within our Contractor Solutions segment since the November 4, 2024 acquisition date. PSP Products, Inc. (“PSP”) activity has been included in our results within our Contractor Solutions segment since the August 1, 2024 acquisition date. Dust Free, LP. (“Dust Free”) activity has been included in our results within our Contractor Solutions segment since the February 6, 2024 acquisition date.
Revenues, net
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 193,649 | $ | 174,967 | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 647,752 | $ | 581,980 | ||||||||||
Net revenues for the three months ended December 31, 2024 increased $18.7 million, or 10.7%, as compared with the three months ended December 31, 2023. The increase was primarily due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($15.3 million or 8.7%). Excluding the impact of the acquisitions, organic sales increased $3.4 million, or 1.9%, from the prior year primarily due to an increase in unit volumes. Net revenue increased in the HVAC/R, plumbing, electrical, and rail transportation end markets and decreased in the architecturally-specified building products, energy, and mining end markets.
Net revenues for the nine months ended December 31, 2024 increased $65.8 million, or 11.3%, as compared with the nine months ended December 31, 2023. The increase was partially due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($34.1 million or 5.9%). Excluding the impact of the acquisitions, organic sales increased $31.7 million, or 5.5%, from the prior year due to increased unit volumes and a slight increase from pricing actions. Net revenue increased in the HVAC/R, plumbing, architecturally-specified building products, electrical, and rail transportation end markets and decreased in the mining and energy end markets.
Gross Profit and Gross Profit Margin
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands, except percentages) | 2024 | 2023 | ||||||||||||
| Gross profit | $ | 80,106 | $ | 73,981 | ||||||||||
| Gross profit margin | 41.4 | % | 42.3 | % | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands, except percentages) | 2024 | 2023 | ||||||||||||
| Gross profit | $ | 291,428 | $ | 257,107 | ||||||||||
| Gross profit margin | 45.0 | % | 44.2 | % | ||||||||||
Gross profit for the three months ended December 31, 2024 increased $6.1 million, or 8.3%, as compared with the three months ended December 31, 2023. The increase was primarily a result of the increased net revenue and the inclusion of recent acquisitions of Dust Free, PSP, and PF WaterWorks, and was partially offset by increased freight. Gross profit margin of 41.4% for the three months ended December 31, 2024 decreased as compared to 42.3% for the three months ended December 31, 2023. The decrease was driven primarily by the aforementioned increase in freight expense.
Gross profit for the nine months ended December 31, 2024 increased $34.3 million, or 13.3%, as compared with the nine months ended December 31, 2023. The increase was primarily a result of the increased net revenue and the inclusion of recent
24
acquisitions of Dust Free, PSP, and PF WaterWorks. Gross profit margin of 45.0% for the nine months ended December 31, 2024 increased as compared to 44.2% for the nine months ended December 31, 2023. The increase was primarily due to improved leverage from increased volume, favorable product mix, and a slight favorable impact from pricing actions.
Operating Expenses
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands, except percentages) | 2024 | 2023 | ||||||||||||
| Operating expenses | $ | 50,511 | $ | 46,400 | ||||||||||
| Operating expenses as a percentage of revenues, net | 26.1 | % | 26.5 | % | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands, except percentages) | 2024 | 2023 | ||||||||||||
| Operating expenses | $ | 155,224 | $ | 142,327 | ||||||||||
| Operating expenses as a percentage of revenues, net | 24.0 | % | 24.5 | % | ||||||||||
Operating expenses for the three months ended December 31, 2024 increased $4.1 million, or 8.9%, as compared with the three months ended December 31, 2023. The increase was primarily due to added expenses related to the inclusion of Dust Free, PSP, and PF WaterWorks in the current period, including amortization of intangible assets, as well as increased expenses related to business acquisitions and integrations, including a $0.9 million acquisition broker fee. The decrease in operating expenses as a percentage of revenues was attributable to revenue increasing by a greater percentage than the increase in operating expenses.
Operating expenses for the nine months ended December 31, 2024 increased $12.9 million, or 9.1%, as compared with the nine months ended December 31, 2023. The increase was primarily due to added expenses related to the inclusion of Dust Free, PSP, and PF WaterWorks in the current period, including amortization of intangible assets and increased expenses related to employee compensation, business integrations, acquisitions (including the aforementioned acquisition broker fee) and strategic development activities. The decrease in operating expenses as a percentage of revenues was attributable to revenue increasing by a greater percentage than the increase in operating expenses.
Operating Income
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands, except percentages) | 2024 | 2023 | ||||||||||||
| Operating income | $ | 29,595 | $ | 27,581 | ||||||||||
| Operating margin | 15.3 | % | 15.8 | % | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands, except percentages) | 2024 | 2023 | ||||||||||||
| Operating income | $ | 136,204 | $ | 114,780 | ||||||||||
| Operating margin | 21.0 | % | 19.7 | % | ||||||||||
Operating income for the three months ended December 31, 2024 increased $2.0 million, or 7.3%, as compared with the three months ended December 31, 2023, as a result of the increase in gross profit, partially offset by the increase in operating expenses, as discussed above.
Operating income for the nine months ended December 31, 2024 increased $21.4 million, or 18.7%, as compared with the nine months ended December 31, 2023, as a result of the increase in gross profit, partially offset by the increase in operating expenses, as discussed above.
25
Other Income and Expense
Net interest income of $2.0 million for the three months ended December 31, 2024 improved $4.7 million as compared to the net interest expense of $2.8 million for the three months ended December 31, 2023. Net interest expense of $1.9 million for the nine months ended December 31, 2024 decreased $8.2 million as compared to the nine months ended December 31, 2023. The changes in the three and nine months ended December 31, 2024 were due to the reduced average borrowing under our Revolving Credit Facility, as a result of strong operating cash flows generated and the repayment of the outstanding balance under our Revolving Credit Facility, as discussed in Note 7, using the proceeds from the equity offering. The interest income generated by our cash proceeds from the equity offering and invested in money market funds also contributed to the net interest expense decrease.
Other expense, net decreased $8.1 million to net expense of $0.3 million for the three months ended December 31, 2024 as compared with net expense of $8.4 million for the three months ended December 31, 2023. During the three months ended December 31, 2024, a non-cash $0.9 million tax indemnification asset related to the Falcon Stainless, Inc. (“Falcon”) acquisition was released and recognized in other expense. During the three months ended December 31, 2023, a non-cash $8.5 million tax indemnification assets related to the T.A. Industries, Inc. (“TRUaire”) and Falcon acquisitions were released and recognized in other expense. The remaining change is attributed to foreign currency gains/losses related to transactions in currencies other than functional currencies.
Other expense, net decreased $5.5 million to net expense of $0.7 million for the nine months ended December 31, 2024 as compared with net expense of $6.2 million for the nine months ended December 31, 2023. The change in the nine months ended December 31, 2024 was due to the above mentioned releases of non-cash tax indemnification assets, as well as a $1.4 million gain reported in the previous period in connection with the sale of a property previously held for investment that did not recur. The remaining change is attributed to foreign currency gains/losses related to transactions in currencies other than functional currencies.
Provision for Income Taxes and Effective Tax Rate
For the three months ended December 31, 2024, we earned $31.3 million from operations before taxes and provided for income taxes of $4.3 million, resulting in an effective tax rate of 13.8%. For the nine months ended December 31, 2024, we earned $133.6 million from operations before taxes and provided for income taxes of $31.2 million, resulting in an effective tax rate of 23.3%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2024 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for global intangible low-taxed income (“GILTI”); offset by release of uncertain tax positions (“UTP”) due to lapse of statute, excess tax deductions related to equity compensation, foreign currency rate impact on the cumulative unrepatriated foreign earnings, foreign tax credits and foreign-derived intangible income (“FDII”).
In connection with the TRUaire acquisition that closed in December 2020, the Company recognized a UTP of $17.3 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification provided by the seller to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years, we recognized a tax indemnification asset of $12.5 million, $5 million of which was released in the three months ended March 31, 2021. During the three months ended December 31, 2023, the remaining $7.5 million tax indemnification asset expired and was recognized as non-cash other expense on the statement of income, which is not deductible for income tax purposes. During the three months ended December 31, 2024, $2.7 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released due to the expiration of the tax statutes and was recorded as an income tax benefit. As of December 31, 2024, the UTP accrual related to TRUaire's pre-acquisition tax periods was $12.7 million and is expected to be released in the future as the statutes on the open tax years expire.
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In connection with the Falcon acquisition that closed in October 2022, the Company recognized a UTP of $3.0 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification provided by the seller to the Company for up to $4.5 million related to UTPs taken in pre-acquisition years, we recognized an initial tax indemnification asset of $3.0 million, which will either be settled or expire upon the closure of the tax statute for the pre-acquisition periods. During the three months ended December 31, 2024, as a result of the statues expiration, $0.9 million UTP was released and the related $0.9 million tax indemnification asset expired concurrently and was recognized as non-cash other expense on the statement of income, which is not deductible for income tax purposes. During the three months ended December 31, 2023, as a result of the statute expiration, $1.0 million UTP was released and the related $1.0 million tax indemnification asset expired concurrently and was recognized as non-cash other expense on the statement of income. As of December 31, 2024, the UTP reserves and offsetting indemnification asset related to Falcon's pre-acquisition period were $1.8 million. The Falcon UTP reserves and offsetting indemnification asset will either be settled or expire upon the closure of the tax statutes for the pre-acquisition period.
For the three months ended December 31, 2023, we earned $16.4 million from operations before taxes and provided for income taxes of $7.1 million, resulting in an effective tax rate of 43.2%. For the nine months ended December 31, 2023, we earned $98.5 million from operations before taxes and provided for income taxes of $28.0 million, resulting in an effective tax rate of 28.4%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2023 primarily due to the tax impact on the aforementioned release of the indemnification assets, the release of UTPs, the impact of US federal provision to return adjustments, state income tax (net of federal benefit), executive compensation limitations, and the inclusions related to foreign operations.
The Company expects $6.2 million of reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire.
The Organization for Economic Cooperation and Development introduced a framework under pillar two (“Pillar Two”), which includes a global minimum tax rate of 15% that applies to fiscal year starting on or after January 1, 2024, with certain remaining provisions to be effective in 2025. Certain jurisdictions in which we do business have enacted laws implementing Pillar Two. Based on our current forecast, we do not expect the Pillar Two rules to apply to the Company in the near term. We are monitoring these developments and do not believe these rules will have a material impact on our financial condition and/or consolidated results.
Business Segments
We conduct our operations through three business segments based on how we manage the business. We evaluate segment performance and allocate resources based on each segment's operating income. The key operating results for our three segments are discussed below.
Contractor Solutions Segment Results
The Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R, plumbing and electrical applications, which are designed primarily for professional end-use customers.
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 132,151 | $ | 115,412 | ||||||||||
| Operating income | 26,756 | 25,751 | ||||||||||||
| Operating margin | 20.2 | % | 22.3 | % | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 451,403 | $ | 395,269 | ||||||||||
| Operating income | 122,894 | 104,443 | ||||||||||||
| Operating margin | 27.2 | % | 26.4 | % | ||||||||||
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Net revenues for the three months ended December 31, 2024 increased $16.7 million, or 14.5%, as compared with the three months ended December 31, 2023. The increase was primarily due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($15.3 million or 13.3%). Excluding the impact of the acquisitions, organic sales increased by $1.4 million, or 1.2%, due to increased unit volumes. Net revenue increased in the HVAC/R, plumbing, and electrical end markets and decreased in the architecturally-specified building product end market.
Net revenues for the nine months ended December 31, 2024 increased $56.1 million, or 14.2%, as compared with the nine months ended December 31, 2023. The increase was partially due to the acquisitions of Dust Free, PSP, and PF WaterWorks ($34.1 million or 8.6%). Excluding the impact of the acquisitions, organic sales increased by $22.1 million, or 5.6%, due to an increase in unit volumes and a slight increase from pricing actions. Net revenue increased in the HVAC/R, plumbing, and electrical, end markets and decreased in the architecturally-specified building product end market.
Operating income for the three months ended December 31, 2024 increased $1.0 million, or 3.9%, as compared with the three months ended December 31, 2023. The increase was due to the increased net revenue and the inclusion of recent acquisitions of Dust Free, PSP, and PF WaterWorks, and was partially offset by increased freight, including freight expense alignment, and a $0.9 million acquisition broker fee. Operating income margin of 20.2% for the three months ended December 31, 2024 decreased as compared to 22.3% for the three months ended December 31, 2023. This decrease was due to lower gross margin driven primarily by the aforementioned increase in freight expense.
Operating income for the nine months ended December 31, 2024 increased $18.5 million, or 17.7%, as compared with the nine months ended December 31, 2023. The increase was due to the increased net revenue and the inclusion of recent acquisitions of Dust Free, PSP and PF WaterWorks. Operating income margin of 27.2% for the nine months ended December 31, 2024 increased as compared to 26.4% for the nine months ended December 31, 2023. This increase was primarily due to gross margin improvement driven primarily by increased operating leverage from additional volume, favorable product mix and pricing actions, which offset the aforementioned increase in freight expense and a $0.9 million acquisition broker fee. Operating income margin was further improved due to the management of operating expenses.
Specialized Reliability Solutions Segment Results
Specialized Reliability Solutions segment provides products for increasing reliability, efficiency, performance and lifespan of industrial assets and solving equipment maintenance challenges.
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 34,567 | $ | 33,711 | ||||||||||
| Operating income | 5,238 | 3,740 | ||||||||||||
| Operating margin | 15.2 | % | 11.1 | % | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 109,893 | $ | 108,037 | ||||||||||
| Operating income | 18,208 | 15,534 | ||||||||||||
| Operating margin | 16.6 | % | 14.4 | % | ||||||||||
Net revenues for the three months ended December 31, 2024 increased $0.9 million, or 2.5%, as compared with the three months ended December 31, 2023. The increase was primarily due to increased unit volumes. Net revenue increased in the general industrial and rail transportation end markets and decreased in the energy and mining end markets.
Net revenues for the nine months ended December 31, 2024 increased $1.9 million, or 1.7%, as compared with the nine months ended December 31, 2023. The increase was primarily due to increased unit volumes. Net revenue increased in the rail transportation and general industrial end markets and decreased in the mining and energy end markets.
Operating income for the three months ended December 31, 2024 increased $1.5 million or 40.1% as compared to the three months ended December 31, 2023. The increase was primarily due to improved manufacturing efficiencies. Operating income
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margin of 15.2% for the three months ended December 31, 2024 increased as compared to 11.1% for the three months ended December 31, 2023 due to the aforementioned manufacturing efficiencies.
Operating income for the nine months ended December 31, 2024 increased $2.7 million or 17.2% as compared to the nine months ended December 31, 2023. The increase was primarily driven by a modest inventory adjustment and the increased net revenue. Operating income margin of 16.6% for the nine months ended December 31, 2024 increased as compared to 14.4% for the nine months ended December 31, 2023. This increase was primarily due to the aforementioned modest inventory adjustment.
Engineered Building Solutions Segment Results
The Engineered Building Solutions segment provides primarily code-driven, life-safety products that are engineered to provide aesthetically-pleasing solutions for the construction, refurbishment and modernization of commercial, institutional and multi-family residential buildings.
| Three Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 28,820 | $ | 27,861 | ||||||||||
| Operating income | 3,645 | 3,537 | ||||||||||||
| Operating margin | 12.6 | % | 12.7 | % | ||||||||||
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Revenues, net | $ | 92,386 | $ | 84,659 | ||||||||||
| Operating income | 15,451 | 13,029 | ||||||||||||
| Operating margin | 16.7 | % | 15.4 | % | ||||||||||
Net revenues for the three months ended December 31, 2024 increased $1.0 million or 3.4% as compared to the three months ended December 31, 2023 driven by backlog converting to revenue.
Net revenues for the nine months ended December 31, 2024 increased $7.7 million or 9.1% as compared to the nine months ended December 31, 2023 due to the continued conversion of strong project bookings into revenue and market expansion.
Operating income for the three months ended December 31, 2024 increased $0.1 million, or 3.1%, as compared with the three months ended December 31, 2023. The increase was driven by the increased net revenue. Operating income margin of 12.6% for the three months ended December 31, 2024 decreased slightly as compared to 12.7% for the three months ended December 31, 2023.
Operating income for the nine months ended December 31, 2024 increased $2.4 million, or 18.6%, as compared with the nine months ended December 31, 2023. The increase was due to the increased net revenue and improved operating leverage. Operating income margin of 16.7% for the nine months ended December 31, 2024 increased as compared to 15.4% for the nine months ended December 31, 2023. This increase was primarily due to improved operating leverage and effective management of operating expenses.
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LIQUIDITY AND CAPITAL RESOURCES
General
Existing cash on hand, cash generated by operations and borrowings available under our Revolving Credit Facility (“Revolver Borrowings”) are our primary sources of short-term liquidity. Our ability to consistently generate strong cash flow from our operations is one of our most significant financial strengths; it enables us to invest in our people and our brands, make capital investments and strategic acquisitions, provide a cash dividend program, and from time-to-time, repurchase shares of our common stock. Additionally, we use our Revolver Borrowings and proceeds from the recent follow-on equity offering to support our working capital requirements, capital expenditures and strategic acquisitions. We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, make scheduled interest payments on debt and meet our contingent consideration obligations. Absent deterioration of market conditions, we believe that cash flows from operating and financing activities, primarily Revolver Borrowings, will provide adequate resources to satisfy our working capital, scheduled interest payments on debt, anticipated dividend payments, periodic share repurchases, contingent consideration obligations and anticipated capital expenditure requirements for both our short-term and long-term capital needs.
Cash Flow Analysis
| Nine Months Ended December 31, | ||||||||||||||
| (Amounts in thousands) | 2024 | 2023 | ||||||||||||
| Net cash provided by operating activities | $ | 141,069 | $ | 141,914 | ||||||||||
| Net cash used in investing activities | (98,573) | (15,130) | ||||||||||||
| Net cash provided by (used in) financing activities | 149,918 | (119,495) | ||||||||||||
Our cash balance (including cash and cash equivalents) at December 31, 2024 was $213.8 million, as compared with $22.2 million at March 31, 2024.
For the nine months ended December 31, 2024, our cash provided by operating activities from operations was $141.1 million, as compared with $141.9 million for nine months ended December 31, 2023.
•Working capital used cash for the nine months ended December 31, 2024 due to higher inventories ($42.5 million), higher prepaid expenses and other current assets ($17.2 million), partially offset by lower accounts receivable ($32.3 million) and higher accounts payable and other current liabilities ($21.4 million).
•Working capital provided cash for the nine months ended December 31, 2023 due to lower accounts receivable ($17.8 million), higher accounts payable and other current liabilities ($9.6 million) and lower inventories ($7.8 million), partially offset by higher prepaid and other current assets ($6.7 million).
Cash flows used in investing activities from operations during the nine months ended December 31, 2024 were $98.6 million, as compared with $15.1 million used in investing activities for the nine months ended December 31, 2023.
•Capital expenditures during the nine months ended December 31, 2024 and 2023 were $11.7 million and $11.7 million, respectively. Our capital expenditures have been focused on capacity expansion (including $0.4 million and $2.5 million during the current and prior year periods for the Whitmore JV), enterprise resource planning systems, new product introductions, continuous improvement and automation of manufacturing facilities.
•During the nine months ended December 31, 2024, we acquired PF WaterWorks for an initially estimated purchase price of $43.2 million, including $40.0 million in cash consideration and estimated working capital adjustment of $2.2 million at closing, as discussed in Note 2 to our consolidated financial statements in this Quarterly Report.
•During the nine months ended December 31, 2024, we acquired PSP for an initially estimated purchase price of $47.1 million, including $32.5 million in cash consideration at closing and subsequent working capital true-up adjustment of $7.0 million, as discussed in Note 2 to our consolidated financial statements in this Quarterly Report.
•During the nine months ended December 31, 2024, $2.9 million cash was paid for immaterial product line acquisitions.
•During the nine months ended December 31, 2024, $2.5 million was paid to acquire long-term minority investments.
•During the nine months ended December 31, 2023, $1.7 million cash was received from the sale of a property previously held for investment.
•During the nine months ended December 31, 2023, $2.4 million cash was paid for immaterial product line acquisitions. In addition, the full deferred payment of $2.5 million as part of the Falcon acquisition was remitted to the Falcon sellers due to the performance obligation being met.
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Cash flows provided by (used in) financing activities during the nine months ended December 31, 2024 and 2023 were $149.9 million and $(119.5) million, respectively.
•Net repayments on our Revolving Credit Facility (as discussed in Note 7 to our consolidated financial statements included in this Quarterly Report) of $166.0 million and $100.0 million during the nine months ended December 31, 2024 and 2023, respectively.
•As discussed in Note 11 to our consolidated financial statements included in this Quarterly Report, repurchases of shares under our share repurchase program of $13.7 million and $5.8 million during the nine months ended December 31, 2024 and 2023, respectively.
•In connection with the vesting of share awards, $7.2 million and $5.0 million were tendered by employees to satisfy minimum tax withholding requirements during the nine months ended December 31, 2024 and 2023, respectively.
•During the nine months ended December 31, 2024, we received proceeds of $347.4 million, net of underwriting fees and discounts and expenses incurred directly related to the offering, in connection with our September 2024 follow-on equity offering, as discussed in Note 11 to our consolidated financial statements in this Quarterly Report.
•Dividend payments of $10.6 million and $8.9 million during the nine months ended December 31, 2024 and 2023, respectively.
Acquisitions and Dispositions
We regularly evaluate acquisition opportunities of various sizes. The cost and terms of any financing to be raised in conjunction with any acquisition, including our ability to raise capital, is a critical consideration in any such evaluation. Note 2 to our consolidated financial statements included in this Quarterly Report contains a discussion of the recent acquisitions.
Financing
Credit Facilities
See Note 7 to our consolidated financial statements included in this Quarterly Report for a discussion of our indebtedness. We were in compliance with all covenants as of December 31, 2024. See Note 9 to our consolidated financial statements included in this Quarterly Report for a discussion of our interest rate swaps.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis of financial condition and results of operations are based on our consolidated financial statements and related footnotes contained within this Quarterly Report. Our critical accounting policies used in the preparation of our consolidated financial statements were discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report. No significant changes to these policies, as described in our Annual Report, have occurred in the nine months ended December 31, 2024.
The process of preparing consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenues and expenses. These estimates and assumptions are based upon what we believe is the best information available at the time of the estimates or assumptions. The estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from those estimates.
Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our consolidated financial statements provide a meaningful and fair perspective of our consolidated financial condition and results of operations. This is not to suggest that other general risk factors, such as changes in worldwide demand, changes in material costs, performance of acquired businesses and others, could not adversely impact our consolidated financial condition, results of operations and cash flows in future periods. See “Cautionary Note Regarding Forward-Looking Statements” below.
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ACCOUNTING DEVELOPMENTS
We have presented the information about pronouncements not yet implemented in Note 1 to our consolidated financial statements included in this Quarterly Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements appearing in this Quarterly Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include expected restructuring charges and the results of the restructuring, financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. Forward-looking statements may include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:
•our business strategy;
•changes in local political, economic, social and labor conditions;
•potential disruptions from wars and military conflicts, including geopolitical uncertainty due to the conflicts in the Middle East and Ukraine;
•future levels of revenues, operating margins, income from operations, net income or earnings per share;
•the ability to respond to anticipated inflationary pressure, including reductions on consumer discretionary income and our ability to pass along rising costs through increased selling prices;
•anticipated levels of demand for our products and services;
•the actual impact to supply, production levels and costs from global supply chain logistics and transportation challenges;
•future levels of research and development, capital, environmental or maintenance expenditures;
•our beliefs regarding the timing and effects on our business of health and safety, tax, environmental or other legislation, rules and regulations;
•the success or timing of completion of ongoing or anticipated capital, restructuring or maintenance projects;
•expectations regarding the acquisition or divestiture of assets and businesses;
•our ability to obtain appropriate insurance and indemnities;
•the potential effects of judicial or other proceedings, including tax audits, on our business, financial condition, results of operations and cash flows;
•the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation;
•the expected impact of accounting pronouncements; and
•the other factors listed under “Risk Factors” in our Annual Report and other filings with the SEC.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements for a number of important factors, including those listed under “Risk Factors” in our Annual Report and in this Quarterly Report. You should not put undue reliance on any forwarding-looking statements in this Quarterly Report. We assume no obligation to update or revise these forward-looking statements, except as required by law.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk from changes in interest rates and foreign currency exchange rates, which may adversely affect our consolidated financial position and results of operations. We seek to minimize the risk associated with changes in interest rates through regular operating and financing activities, and when deemed appropriate, through the use of an interest rate swap. It is our policy to enter into interest rate swaps only to the extent considered necessary to meet our risk management objectives. We do not purchase, hold or sell derivative financial instruments for trading or speculative purposes.
Variable Rate Indebtedness
We are subject to interest rate risk on our variable rate indebtedness. Fluctuations in interest rates have a direct effect on interest expense associated with our outstanding indebtedness. We manage, or hedge, interest rate risks related to our borrowings by means of interest rate swap agreements. On February 7, 2023, we entered into an interest rate swap to hedge our exposure to variability in cash flows from interest payments on the first $100.0 million borrowing under our Revolving Credit Facility (defined in Note 7). In September 2024, the hedge was terminated as described in Note 9. At December 31, 2024, we had $0.0 million in unhedged variable rate indebtedness as the outstanding balance of the Revolving Credit Facility was paid off in September 2024.
We may also be exposed to credit risk in derivative contracts we may use. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We have sought to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.
Foreign Currency Exchange Rate Risk
We conduct an immaterial portion of our operations outside of the U.S. in currencies other than the U.S. dollar. Our non-U.S. operations are conducted primarily in their local currencies, which are also their functional currencies, and include the Australian dollar, British pound, Canadian dollar and Vietnamese dong. Foreign currency exposures arise from translation of foreign-denominated assets and liabilities into U.S. dollars and from transactions denominated in a currency other than our operations' functional currency. We recognized foreign currency transaction net gain (loss) of $0.1 million and $0.8 million for the nine months ended December 31, 2024 and 2023, respectively, which are included in other expense, net on our Consolidated Statements of Income. We realized a net gain (loss) associated with foreign currency translation of $(2.5) million and $(0.6) million for the nine months ended December 31, 2024 and 2023, respectively, which are included in accumulated other comprehensive income (loss).
Based on a sensitivity analysis at December 31, 2024, a 10% change in the foreign currency exchange rates for the nine months ended December 31, 2024 would have impacted our net earnings by approximately 3%. This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company's Chief Executive Officer and Executive Vice President and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective.
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Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The disclosure contained in Note 13 to our consolidated financial statements included in “Item 1. Financial Statements” of this Quarterly Report is incorporated by reference into this “Item 1. Legal Proceedings.” In addition to the foregoing, we and our subsidiaries are from time to time named defendants in certain lawsuits incidental to our business, including product liability claims that are insured, subject to applicable deductibles, and are involved from time to time as parties to governmental proceedings, all arising in the ordinary course of business. Although the outcome of lawsuits or other proceedings involving us and our subsidiaries cannot be predicted with certainty, and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not currently expect the amount of any liability that could arise with respect to these matters, either individually or in the aggregate, to have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors.
There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to other information set forth in this Quarterly Report, careful consideration should be given to “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report, which contain descriptions of significant factors that may cause the actual results of operations in future periods to differ materially from those currently expected or desired.
There have been no material changes in the risk factors discussed in our Annual Report and subsequent SEC filings. The risks described in this Quarterly Report, our Annual Report and in our other SEC filings or press releases from time to time are not the only risks we face. Additional risks and uncertainties are currently deemed immaterial based on management’s assessment of currently available information, which remains subject to change; however, new risks that are currently unknown to us may arise in the future that could materially adversely affect our business, financial condition, results of operations or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Note 11 to our consolidated financial statements included in “Item 1. Financial Statements” of this Quarterly Report includes a discussion of our share repurchase programs. The following table represents the number of shares repurchased during the quarter ended December 31, 2024.
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Approximate Dollar Value That May Yet Be Purchased Under the Program (a) | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||
| October 1 - 31 | 15,130 | (a) (b) | $ | 367.44 | 4,431 | $ | 78.0 | |||||||||||||||||||
| November 1 - 30 | 3,893 | (a) (b) | 408.96 | 3,855 | 199.3 | |||||||||||||||||||||
| December 1 - 31 | 4,122 | (a) | 383.34 | 4,122 | 197.8 | |||||||||||||||||||||
| Total | 23,145 | 12,408 | ||||||||||||||||||||||||
(a) On November 18, 2024, we announced that our Board of Directors authorized a new program to repurchase up to $200.0 million of our common stock, which replaced the prior $100.0 million program. Under the current program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Our Board of Directors has established an expiration date of December 31, 2026, for completion of the current repurchase program; however, the program may be limited or terminated at any
34
time at our discretion without notice. A total of 5,705 and 92,286 shares have been repurchased under the current and prior program, respectively.
(b) Includes shares tendered by employees to satisfy minimum tax withholding amounts related to the vesting of equity awards.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended December 31, 2024, the following directors and officers of the Company adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K promulgated under the Exchange Act) that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act:
•James Perry , the Company’s Executive Vice President and Chief Financial Officer , adopted Rule 10b5-1 November 4, 2024 . Under Mr. Perry’s trading arrangement, he may sell an aggregate of up to 1,740 shares of the Company’s common stock, which are intended to be sold on a monthly basis in equal installments, to the extent practicable. Any sales under the trading arrangement will be made during the period beginning February 13, 2025 and ending January 30, 2026.
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Item 6. Exhibits
Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1* | ||||||||
| 10.2* | ||||||||
| 10.3* | ||||||||
| 10.4* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation LinkBase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition LinkBase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label LinkBase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation LinkBase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
_________________________
* Filed herewith
** Furnished herewith
+ Management contracts and compensatory plans required to be filed as exhibits to this Quarterly Report
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSW INDUSTRIALS, INC. | ||||||||
| January 30, 2025 | /s/ Joseph B. Armes | |||||||
| Joseph B. Armes | ||||||||
| Chief Executive Officer (Principal Executive Officer) | ||||||||
| January 30, 2025 | /s/ James E. Perry | |||||||
| James E. Perry | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
37
CSW INDUSTRIALS, INC.
Time-Vested Restricted Share Award Agreement
| Date of Grant: | |||||
| Name of Participant: | |||||
| Number of Restricted Shares: | |||||
CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the number of shares of the presently authorized but unissued Common Shares, $0.01 par value per share, of the Company (the “Restricted Shares”) set forth above pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Restricted Shares granted pursuant to this Time-Vested Restricted Share Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.
Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Restricted Shares granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:
1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company, or any Subsidiary or Affiliate, as applicable, to terminate such relationship.
2. Vesting of Restricted Shares
(a) The Restricted Shares granted hereby shall vest in three (3) equal annual installments beginning on the first anniversary of the Date of Grant, on condition that the Participant remains an employee of the Company, or one of its Subsidiaries or Affiliates, on the applicable anniversary date that each installment vests. Subject to Section 2(b) below, all unvested Restricted Shares will be forfeited and cancelled upon the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, on the date of such termination.
(b) Notwithstanding anything contained in this Award Agreement to the contrary, any unvested Restricted Shares granted pursuant to this Award Agreement shall automatically vest in full upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her Disability, or (iii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Restricted Shares awarded pursuant
1
to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time.
3. Tax Election
Within thirty (30) days after the Date of Grant, the Participant may make an election with the Internal Revenue Service under Section 83(b) of the Code and the regulations promulgated thereunder.
4. Restrictions on Transfer
The Restricted Shares granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered until such Restricted Shares are fully vested.
5. Dividends and Other Distributions
The Participant shall be entitled to receive cash dividends or cash distributions declared and paid with respect to the Restricted Shares, if any. Any such cash dividends or cash distributions shall be paid within thirty (30) days after the corresponding cash dividends or cash distributions are paid to the Company’s other Stockholders. The Participant shall also have the right to receive stock dividends or stock distributions with respect to the Restricted Shares, if any. With respect to any unvested Restricted Shares, the stock dividends or stock distributions shall likewise be restricted and shall vest at the same time as the Restricted Shares vest to which such stock dividend or stock distribution relate.
6. Voting of Restricted Shares
The Participant shall be entitled to vote the Restricted Shares subject to the rules and procedures adopted by the Committee for this purpose.
7. Withholding
To the extent that the Company is required to withhold Federal, state or other taxes in connection with the lapse of the restrictions hereunder on the Common Shares, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any delivery of Common Shares to the Participant that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.
8. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.
2
9. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
10. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement; provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.
11. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
12. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Restricted Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
[Intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.
COMPANY:
CSW INDUSTRIALS, INC.
______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer
PARTICIPANT:
______________________________
By:
4
CSW INDUSTRIALS, INC.
Time-Vested Restricted Stock Unit Award Agreement
| Date of Grant: | |||||
| Name of Participant: | |||||
| Number of Restricted Stock Units: | |||||
CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the number of Restricted Stock Units of the presently authorized but unissued Common Shares, $0.01 par value per share, of the Company (the “Restricted Stock Units”) set forth above pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Restricted Stock Units granted pursuant to this Time-Vested Restricted Stock Unit Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.
Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Restricted Stock Units granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:
1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company, or any Subsidiary or Affiliate, as applicable, to terminate such relationship.
2. Vesting of Restricted Stock Units
(a) The Restricted Stock Units granted hereby shall vest in three (3) equal annual installments beginning on the first annual anniversary of the Date of Grant, on condition that the Participant remains an employee of the Company, or one of its Subsidiaries or Affiliates, on the applicable anniversary date that each installment vests. Subject to Section 2(b) below, all unvested Restricted Stock Units will be forfeited and cancelled upon the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, on the date of such termination.
(b) Notwithstanding anything contained in this Award Agreement to the contrary, any unvested Restricted Stock Units granted pursuant to this Award Agreement shall automatically vest in full upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her Disability, or (iii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates,
1
as applicable, due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Restricted Stock Units awarded pursuant to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time.
3. Restrictions on Transfer
The Restricted Stock Units granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered until such Restricted Stock Units are fully vested.
4. Dividends and Other Distributions
The Participant shall be entitled to receive credits (“Dividend Equivalents”) based upon the cash dividends or cash distributions that would have been declared and paid with respect to the Restricted Stock Units as if the equivalent number of Common Shares were held by the Participant. Dividend Equivalents shall be deemed to be reinvested in additional Common Shares (which may thereafter accrue additional Dividend Equivalents). Any such reinvestment shall be at the Fair Market Value of the Common Shares on the date of such reinvestment. The Participant shall also have the right to accrue Dividend Equivalents based upon the stock dividends or stock distributions that would have been declared and paid with respect to the Restricted Stock Units as if the equivalent number of Common Shares were held by the Participant. With respect to any unvested Restricted Stock Units, all Dividend Equivalents or distributions shall likewise vest in the same manner as the Restricted Stock Units as to which such Dividend Equivalents or distributions relate. In the event any Restricted Stock Units do not vest pursuant to Section 2 above, the Participant shall forfeit his or her right to any Dividend Equivalents accrued with respect to such unvested and forfeited Restricted Stock Units.
5. No Shareholder Rights
The Restricted Stock Units awarded pursuant to this Award Agreement do not and shall not entitle the Participant to any rights of a shareholder of the Company prior to the date Common Shares are issued to the Participant.
6. Withholding
To the extent that the Company is required to withhold Federal, state or other taxes in connection with the lapse of the restrictions hereunder on the Common Shares, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the obligation of the Company to make any delivery of Common Shares to the Participant that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.
7. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.
2
8. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
9. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement; provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.
10. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
11. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Restricted Stock Units and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
12. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
[Intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.
COMPANY:
CSW INDUSTRIALS, INC.
______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer
PARTICIPANT:
______________________________
By:
4
CSW INDUSTRIALS, INC.
Performance Share Award Agreement
| Date of Grant: | |||||
| Name of Participant: | |||||
| Target Number of Performance Shares: | |||||
| Performance Period: | The period beginning on <<date>> and ending on <<date>> | ||||
CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the target number of shares set forth above which are each equivalent to one Common Share, $0.01 par value per share, of the Company (the “Performance Shares”) pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Performance Shares granted pursuant to this Performance Share Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.
Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Performance Shares awarded hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:
1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company or any Subsidiary, as applicable, to terminate such relationship.
2. Vesting of Performance Shares
(a) The Performance Shares awarded hereby are contingently awarded, and the Participant’s vesting in all, or any portion, of the Performance Shares and the issuance of the equivalent number of Common Shares pursuant to Section 3 below, are dependent on the achievement of the Management Objectives set forth in Exhibit A to this Award Agreement and, except as otherwise provided in Sections 2(c) and (d) below, the Participant remaining an employee of the Company or one of its Subsidiaries until the last day of the Performance Period. Subject to Sections 2(c) and 2(d) below, in the event of the Participant’s termination of service from the Company and all Subsidiaries prior to the last day of the Performance Period, the Performance Shares awarded pursuant to this Award Agreement shall be forfeited and cancelled on the date of such termination of service.
1
(b) Any portion of the Performance Shares that does not vest on the last day of the Performance Period as provided in Section 2(a) above or Section 2(c) or Section 2(d) below, will be forfeited and cancelled on the last day of the Performance Period.
(c) Treatment of Award Upon Change in Control, Disability or Death. Notwithstanding anything contained in this Award Agreement to the contrary, the Performance Shares awarded pursuant to this Award Agreement shall automatically vest as provided in Exhibit A hereto and become issuable as provided in Section 3 below upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries due to his or her Disability or (iii) the Participant’s termination of service from the Company and all Subsidiaries due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Performance Shares awarded pursuant to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time.
(d) Treatment of Award Upon Retirement. (i) Notwithstanding anything contained in this Award Agreement to the contrary, and subject to clause (ii) below, the Performance Shares awarded pursuant to this Award Agreement shall remain eligible to vest at the end of the Performance Period as if the Participant was still employed, and shall not be forfeited, upon the Participant’s termination of service from the Company and all Subsidiaries due to his or her Retirement. (ii) If the Participant’s service terminates due to his or her Retirement prior to the one-year anniversary of the Date of Grant, the Participant will vest in a pro-rated portion of the Performance Shares awarded pursuant to this Award Agreement based on the number of full months the Participant was employed by the Company during the Performance Period. If the Participant’s service terminates due to his or her Retirement on or after the one-year anniversary of the Date of Grant of this Award Agreement, the Performance Shares will vest in full without proration.
3. Issuance of Performance Shares
Subject to prior compliance with Section 7 below, the Company will issue the equivalent number of Common Shares for all, or the portion, of the Performance Shares awarded to the Participant pursuant to this Award Agreement that have become vested pursuant to Section 2 above as soon as administratively feasible after the end of the Performance Period following written certification by the Committee of the vesting of such Performance Shares and the number of Common Shares that are issuable and no later than the December 31st of the year following the year in which that Performance Period ends in order to ensure that this Performance Share Award and the Plan complies with the specified time of payment requirement of Section 409A(a)(2)(A)(iv) of the Code and Treas. Reg. §§1.409A-3(a)(4) and (d). If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code) due to his or her Disability, (i) the Participant is a “specified employee” (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination that the issuance of Common Shares hereunder constitutes deferred compensation (within the meaning of Section 409A of the
2
Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not issue the Common Shares before the fifth business day of the seventh month after such separation from service.
3
4. Restrictions on Transfer
Neither the Performance Shares awarded pursuant to this Award Agreement nor the right to the Common Shares, if any, which may become issuable pursuant to this Performance Share Award may be (i) sold, assigned, transferred, pledged or otherwise encumbered during the Performance Period or (ii) assignable by operation of law or subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge or other disposition of, and the levy of any execution, attachment or similar process upon, the Performance Shares and/or the Common Shares, if any, which may become issuable pursuant to this Performance Share Award contrary to the provisions of this Award Agreement or the Plan shall be null and void and without force or effect.
5. Dividends and Other Distributions
The Participant shall be entitled to receive credits (“Dividend Equivalents”) based upon the cash dividends or cash distributions that would have been declared and paid with respect to the Performance Shares as if the equivalent number of Common Shares were held by the Participant. Dividend Equivalents shall be deemed to be reinvested in additional Common Shares (which may thereafter accrue additional Dividend Equivalents). Any such reinvestment shall be at the Fair Market Value of the Common Shares on the date of such reinvestment. The Participant shall also have the right to accrue Dividend Equivalents based upon the stock dividends or stock distributions that would have been declared and paid with respect to the Performance Shares as if the equivalent number of Common Shares were held by the Participant. With respect to any unvested Performance Shares, all Dividend Equivalents or distributions shall likewise vest in the same manner as the Performance Shares as to which such Dividend Equivalents or distributions relate. In the event any Performance Shares do not vest pursuant to Section 2 above, the Participant shall forfeit his or her right to any Dividend Equivalents accrued with respect to such unvested and forfeited Performance Shares.
6. No Shareholder Rights
The Performance Shares awarded pursuant to this Award Agreement do not and shall not entitle the Participant to any rights of a shareholder of the Company prior to the date Common Shares are issued to the Participant pursuant to Section 3 above.
7. Withholding
To the extent that the Company is required to withhold Federal, state or other taxes in connection with the vesting of all or any portion of the Performance Shares and the issuance of an equivalent number of Common Shares, and the amounts available to the Company are insufficient for such withholding, it shall be a condition to the obligation of the Company to make any delivery Common Shares to the Participant that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld.
4
8. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.
9. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
10. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement, provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.
11. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
12. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Performance Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
5
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement as of the date first above written.
COMPANY:
CSW INDUSTRIALS, INC.
______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer
PARTICIPANT:
______________________________
By:
6
EXHIBIT A
[List of Management Objectives]
7
CSW INDUSTRIALS, INC.
Time-Vested Restricted Share Award Agreement
| Date of Grant: | |||||
| Name of Participant: | |||||
| Number of Restricted Shares: | |||||
CSW Industrials, Inc. (the “Company”) hereby awards to the individual named above (the “Participant”) the number of shares of the presently authorized but unissued Common Shares, $0.01 par value per share, of the Company (the “Restricted Shares”) set forth above pursuant to the CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan (the “Plan”). The Restricted Shares granted pursuant to this Time-Vested Restricted Share Award Agreement (this “Award Agreement”) are subject to the “Recoupment of Incentive Compensation Policy,” the “Dodd-Frank Clawback Policy,” and any other policy relating to the recovery of previously-granted compensation as the Company may adopt from time to time.
Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. The terms and conditions of the Restricted Shares granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:
1. No Right to Continued Employee Status
Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her status with the Company, or to interfere with the right of the Company, or any Subsidiary or Affiliate, as applicable, to terminate such relationship.
2. Vesting of Restricted Shares
(a) The Restricted Shares granted hereby shall vest on the first anniversary of the Date of Grant, on condition that the Participant remains a member of the Board of Directors of the Company through the vesting date. Subject to Section 2(b) below, all unvested Restricted Shares will be forfeited and cancelled upon the Participant’s termination as a member of the Board of Directors of the Company on the date of such termination.
(b) Notwithstanding anything contained in this Award Agreement to the contrary, any unvested Restricted Shares granted pursuant to this Award Agreement shall automatically vest in full upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her Disability, or (iii) the Participant’s termination of service from the Company and all Subsidiaries and Affiliates, as applicable, due to his or her death.
1
3. Tax Election
Within thirty (30) days after the Date of Grant, the Participant may make an election with the Internal Revenue Service under Section 83(b) of the Code and the regulations promulgated thereunder.
4. Restrictions on Transfer
The Restricted Shares granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered until such Restricted Shares are fully vested.
5. Dividends and Other Distributions
The Participant shall be entitled to receive cash dividends or cash distributions declared and paid with respect to the Restricted Shares, if any. Any such cash dividends or cash distributions shall be paid within thirty (30) days after the corresponding cash dividends or cash distributions are paid to the Company’s other Stockholders. The Participant shall also have the right to receive stock dividends or stock distributions with respect to the Restricted Shares, if any. With respect to any unvested Restricted Shares, the stock dividends or stock distributions shall likewise be restricted and shall vest at the same time as the Restricted Shares vest to which such stock dividend or stock distribution relate.
6. Voting of Restricted Shares
The Participant shall be entitled to vote the Restricted Shares subject to the rules and procedures adopted by the Committee for this purpose.
7. Responsibility for Taxes
Regardless of any action by the Company with respect to any or all tax obligations of the Participant with respect to the Restricted Shares, the Participant acknowledges responsibility for payment of all such taxes and for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to the Restricted Shares (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subsequent sale of shares or the receipt of any dividends). The Company makes no representations regarding the treatment of any tax obligations in connection with the grant or vesting of the Restricted Shares, any subsequent sale of shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the Restricted Shares to reduce or eliminate the Participant’s liability for such tax.
8. Notices
Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided for his or her employee records.
2
9. Award Agreement Subject to Plan
This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
10. Entire Agreement
This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement; provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.
11. Severability
In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
12. Electronic Delivery
The Company may, in its sole discretion, deliver any documents related to the Restricted Shares and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13. Counterparts
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
[Intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.
COMPANY:
CSW INDUSTRIALS, INC.
______________________________
By: Joseph B. Armes
Chairman and Chief Executive Officer
PARTICIPANT:
______________________________
By:
4
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph B. Armes, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 of CSW Industrials, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 30, 2025
| /s/ Joseph B. Armes | ||
Joseph B. Armes | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, James E. Perry, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 of CSW Industrials, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 30, 2025
| /s/ James E. Perry | ||
| James E. Perry | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph B. Armes, Chief Executive Officer of CSW Industrials, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Quarterly Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
Date: January 30, 2025
| /s/ Joseph B. Armes | ||
Joseph B. Armes | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, James E. Perry, Chief Financial Officer of CSW Industrials, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Quarterly Report fairly presents, in all material respects, the consolidated financial condition and results of operations of the Company.
Date: January 30, 2025
| /s/ James E. Perry | ||
| James E. Perry | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||