0001624794-23-000008 | 10-Q | XBRL Viewer

Selling, general and administrative expenses

$ 171,093

$ 136,286

$ 562,219

$ 453,136

Cost of revenues

(105,295)

(84,943)

(329,349)

(269,516)

Gross profit

65,798

51,343

232,870

183,620

(42,686)

(37,894)

(133,568)

(115,177)

Income before income taxes

23,112

13,449

99,302

68,443

Interest expense, net

(4,200)

(1,184)

(9,090)

(4,151)

Other expense, net

(737)

(127)

(529)

(432)

18,175

12,138

89,683

63,860

Provision for income taxes

(2,676)

(2,388)

(20,232)

(15,066)

Less: Loss (income) attributable to redeemable noncontrolling interest

15,499

9,750

69,451

48,794

^[2]

100

(444)

(79)

(855)

Net income attributable to CSW Industrials, Inc.

$ 15,599

$ 9,306

$ 69,372

$ 47,939

Net income per share attributable to CSW Industrials, Inc.

Basic (in USD per share)

$ 1.01

$ 0.59

$ 4.47

$ 3.04

Diluted (in USD per share)

$ 1.01

$ 0.59

$ 4.46

$ 3.03

Weighted average number of shares outstanding:

Basic (in shares)

15,476

15,794

15,520

15,752

Diluted (in shares)

15,512

15,844

15,554

15,809

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[2]	*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Statement of Comprehensive Income [Abstract]

Foreign currency translation adjustments

$ 15,499

$ 9,750

^[1]

$ 69,451

$ 48,794

^[1],[2]

Other comprehensive income (loss):

1,606

(71)

^[3]

(4,076)

(113)

^[3]

Cash flow hedging activity, net of taxes of $10, $(25), $(152) and $(19), respectively

(39)

^[3]

570

^[3]

Pension and other postretirement effects, net of taxes of $(35), $14, $(39) and $5, respectively

133

(52)

^[3]

146

(20)

^[3]

Other comprehensive gain (loss)

1,700

(30)

^[3]

(3,360)

(62)

^[3]

Comprehensive income

17,199

9,720

^[3]

66,091

48,732

^[3]

Less: Comprehensive loss (income) attributable to redeemable noncontrolling interest

100

(444)

^[3]

(79)

(855)

^[3]

Comprehensive income attributable to CSW Industrials, Inc.

$ 17,299

$ 9,276

^[3]

$ 66,012

$ 47,877

^[3]

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[2]	*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K
[3]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Cash flow hedging activity, taxes	$ 10	$ (152)	$ (25)	$ (19)
Pension and other postretirement effect, taxes	$ (35)	$ (39)	$ 14	$ 5

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Current assets:
Cash and cash equivalents	$ 14,721	$ 16,619
Accounts receivable, net of allowance for expected credit losses of $1,273 and $1,177, respectively	103,213	122,804
Inventories, net	177,909	150,114
Prepaid expenses and other current assets	26,494	10,610
Total current assets	322,337	300,147
Property, plant and equipment, net of accumulated depreciation of $89,078 and $80,393, respectively	85,814	87,032
Goodwill	243,452	224,658
Intangible assets, net	322,268	300,837
Other assets	73,801	82,686
Total assets	1,047,672	995,360
Current liabilities:
Accounts payable	42,031	47,836
Accrued and other current liabilities	66,784	69,005
Current portion of long-term debt	561	561
Total current liabilities	109,376	117,402
Long-term debt	275,973	252,214
Retirement benefits payable	1,307	1,027
Other long-term liabilities	144,844	140,306
Total liabilities	531,500	510,949
Commitments and contingencies (See Note 14)
Redeemable noncontrolling interest	17,404	15,325
Equity:
Common shares	163	162
Preferred shares	0	0
Additional paid-in capital	120,860	112,924
Treasury shares, at cost (902 and 576 shares, respectively)	(82,729)	(46,448)
Retained earnings	468,908	407,522
Accumulated other comprehensive loss	(8,434)	(5,074)
Total equity	498,768	469,086
Total liabilities, redeemable noncontrolling interest and equity	$ 1,047,672	$ 995,360

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for expected credit losses	$ 1,273	$ 1,177
Property, plant and equipment, accumulated depreciation	$ 89,078	$ 80,393
Common shares, par value (in USD per share)	$ 0.01	$ 0.01
Common shares, authorized (in shares)	50,000,000	50,000,000
Common shares, issued (in shares)	16,376,000	16,283,000
Preferred shares, par value (in USD per share)	$ 0.01	$ 0.01
Preferred shares, authorized (in shares)	10,000,000	10,000,000
Preferred shares, issued (in shares)	0	0
Treasury shares, at cost (in shares)	902,000	576,000

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($)
$ in Thousands

Total

Common Stock

Treasury Shares

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Balance at beginning of period at Mar. 31, 2021

$ 415,450

^[1]

$ 161

$ (34,075)

$ 104,690

$ 350,670

^[1]

$ (5,996)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

1,888

^[1]

1,888

(3,169)

^[1]

(3,168)

(1)

2,311

^[1]

1,375

936

^[1]

20,461

(2,358)

^[1]

(2,377)

^[1]

Balance at end of period at Jun. 30, 2021

387

^[1]

387

434,970

^[1]

161

(35,868)

107,532

368,754

^[1]

(5,609)

Balance at beginning of period at Mar. 31, 2021

415,450

^[1]

161

(34,075)

104,690

350,670

^[1]

(5,996)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[2]

47,939

Balance at end of period at Dec. 31, 2021

^[3]

(62)

463,758

^[1]

162

(32,604)

110,791

391,467

^[1]

(6,058)

Balance at beginning of period at Jun. 30, 2021

434,970

^[1]

161

(35,868)

107,532

368,754

^[1]

(5,609)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,049

^[1]

2,049

(13)

^[1]

(13)

574

^[1]

1,568

(994)

^[1]

18,171

(2,360)

^[1]

(2,378)

^[1]

Balance at end of period at Sep. 30, 2021

(419)

^[1]

(419)

452,972

^[1]

161

(34,313)

108,605

384,547

^[1]

(6,028)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,287

^[1]

2,287

(1,697)

^[1]

(1,698)

3,765

^[1]

3,884

(119)

(477)

9,306

^[2]

9,306

^[1]

(2,368)

^[1]

(2,386)

^[1]

Balance at end of period at Dec. 31, 2021

(30)

^[3]

(30)

463,758

^[1]

162

(32,604)

110,791

391,467

^[1]

(6,058)

Balance at beginning of period at Mar. 31, 2022

469,086

162

(46,448)

112,924

407,522

(5,074)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,284

(2,002)

3,091

2,016

1,075

(30,491)

29,443

(2,669)

(2,691)

Balance at end of period at Jun. 30, 2022

(2,022)

466,720

162

(76,925)

116,305

434,274

(7,096)

Balance at beginning of period at Mar. 31, 2022

469,086

162

(46,448)

112,924

407,522

(5,074)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

69,372

Balance at end of period at Dec. 31, 2022

(3,360)

498,768

163

(82,729)

120,860

468,908

(8,434)

Balance at beginning of period at Jun. 30, 2022

466,720

162

(76,925)

116,305

434,274

(7,096)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,447

(11)

273

770

(497)

(5,064)

24,331

(2,625)

(2,643)

Balance at end of period at Sep. 30, 2022

(3,038)

483,033

162

(81,230)

118,273

455,962

(10,134)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2,566

(1,398)

(1,399)

(100)

15,599

(2,632)

(2,653)

Balance at end of period at Dec. 31, 2022

1,700

$ 498,768

$ 163

$ (82,729)

$ 120,860

$ 468,908

$ (8,434)

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[2]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[3]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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Cash flows from operating activities:

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands

9 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Adjustments to reconcile net income to net cash provided by operating activities:

$ 69,451

$ 48,794

^[1],[2]

Depreciation

9,463

8,731

^[1]

Amortization of intangible and other assets

16,842

19,765

^[1]

Provision for inventory reserves

1,878

1,608

^[1]

Provision for doubtful accounts

1,613

1,146

^[1]

Share-based and other executive compensation

7,296

6,223

^[1]

Net loss (gain) on disposals of property, plant and equipment

(9)

^[1]

Net pension benefit

141

269

^[1]

Impairment of assets

156

Net deferred taxes

(1,094)

1,757

^[1]

Changes in operating assets and liabilities:

Accounts receivable

21,963

5,621

^[1]

Inventories

(28,270)

(33,268)

^[1]

Prepaid expenses and other current assets

(8,343)

(4,827)

^[1]

Other assets

185

378

^[1]

Accounts payable and other current liabilities

(7,348)

12,032

^[1]

Retirement benefits payable and other liabilities

1,252

^[1]

Net cash provided by operating activities

84,072

69,472

^[1]

Cash flows from investing activities:

Capital expenditures

(8,268)

(8,356)

^[1]

Proceeds from sale of assets

^[1]

Net cash used in investing activities

(55,524)

(36,427)

^[1]

(63,722)

(44,762)

^[1]

Cash flows from financing activities:

Borrowings on line of credit

122,777

52,513

^[1]

Repayments of line of credit and term loan

(99,018)

(63,934)

^[1]

Payments of deferred loan costs

(662)

(2,327)

^[1]

Purchase of treasury shares

(39,064)

(5,356)

^[1]

Proceeds from stock option activity

272

1,326

^[1]

Proceeds from acquisition of redeemable noncontrolling interest shareholder

2,000

6,293

^[1]

Net cash used in financing activities

(7,924)

(7,084)

^[1]

(21,619)

(18,569)

^[1]

Effect of exchange rate changes on cash and equivalents

(629)

(45)

^[1]

Net change in cash and cash equivalents

(1,898)

6,096

^[1]

Cash and cash equivalents, beginning of period

16,619

10,088

^[1]

Cash and cash equivalents, end of period

$ 14,721

$ 16,184

^[1]

[1]	*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K
[2]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES	9 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES	ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES CSW Industrials, Inc. (“CSWI,” “we,” “our” or “us”) is a diversified industrial growth company with a strategic focus on providing niche, value-added products in the end markets we serve. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, grilles, registers and diffusers ("GRD"), building safety solutions and high-performance specialty lubricants and sealants. End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, energy, rail, mining and general industrial. Our manufacturing operations are concentrated in the United States (“U.S.”), Canada and Vietnam, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”). Our products are sold directly to end users or through designated channels in over 100 countries around the world, primarily including Australia, Canada, the U.K. and the U.S. Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair, overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. The reputation of our product portfolio is built on more than 100 well-respected brand names, such as RectorSeal No. 5®, Kopr-Kote®, KATS Coatings®, Safe-T-Switch®, Air Sentry®, Big Red®, Cover GuardTM, AC GuardTM, Deacon®, Leak Freeze®, Falcon Stainless, Inc.®, Greco®, TRUaire® and Shoemaker Manufacturing®. During the three and nine months of our prior fiscal year ended December 31, 2021, the COVID-19 pandemic had direct and indirect impacts on our operations including reduced production activities at our Vietnam operations, material and freight cost inflation, supply chain disruptions and freight delays, driven by numerous factors including government actions, labor supply shortages and recovering demand. In addition, COVID-19 and its indirect effects also contributed to increased demand in certain parts of our business, including the HVAC/R end market. During the three and nine months of our current fiscal year ended December 31, 2022, the direct and indirect impacts of the COVID-19 pandemic on our consolidated operating results were immaterial as economic activities recovered and the effects of the pandemic lessened. The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, potential subsequent waves of COVID-19 infection or potential new variants, the effectiveness and adoption of COVID-19 vaccines and therapeutics, its impact on our employees, customers and suppliers, the broader implications of the macro-economic recovery on our business, and the extent to which normal economic and operating conditions are impacted. Therefore, we cannot reasonably estimate the future impact of the COVID-19 pandemic at this time. We are closely monitoring the Russian invasion of Ukraine and its global impacts. We have no operations, employees or assets in Russia, Belarus or Ukraine, nor do we source goods or services of any material amount from those countries, whether directly or indirectly. Shortly after the Russian invasion of Ukraine began in February 2022, we indefinitely suspended all commercial activities in Russia. Additionally, during the quarter ended December 31, 2022, we had no sales into Belarus or Ukraine. While the conflict continues to evolve and the outcome remains highly uncertain, we do not currently believe the Russia-Ukraine conflict will have a material impact on our business and results of operations. However, if the Russia-Ukraine conflict continues or worsens, leading to greater global economic or political disruptions and uncertainty, our business and results of operations could be materially impacted as a result. Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of December 31, 2022, and the results of operations for the three and nine months periods ended December 31, 2022 and 2021. All adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “Annual Report”). Accounting Policies We have consistently applied the accounting policies described in our Annual Report in preparing these condensed consolidated financial statements. Accounting Developments Pronouncements Implemented In October 2021, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This update improves comparability for both the recognition and measurement of acquired customer revenue contracts at the date of and after a business combination. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted the ASU 2021-08 on a prospective basis on April 1, 2022 and did not have a material impact on our condensed consolidated financial statements. In August 16, 2022, The Inflation Reduction Act of 2022 ("IRA") was signed into law effective in taxable years beginning after December 31, 2022. The bill was meant to address the high inflation rate in the U.S. through various climate, energy, healthcare, and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new fifteen percent corporate minimum tax, a one percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance, and others. At this time, none of the IRA tax provisions are expected to have a material impact to the Company's fiscal 2023 tax provision. The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to the IRA to determine whether any adjustments are needed to the Company's tax provision in future periods. In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and London Interbank Offered Rate ("LIBOR"). This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective for all entities through December 31, 2022. In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. As discussed in Note 9, the Company terminated our interest rate swap agreement in January 2023 and therefore, will not apply the practical expedients and exceptions as required by the ASU. As discussed in Note 7, the Company’s Second Amendment includes a transition clause in the event LIBOR is discontinued, as such, we do not expect the transition of LIBOR to have a material impact on our consolidated financial statements. The adoption of this ASU did not have an impact on our consolidated financial condition and results of operations.

ACQUISITIONS	9 Months Ended
ACQUISITIONS	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS Shoemaker Manufacturing, LLC On December 15, 2021, we acquired 100% of outstanding equity of Shoemaker Manufacturing, LLC (“Shoemaker”), based in Cle Elum, Washington, for an aggregate purchase price of $43.6 million, including working capital and closing cash adjustments and contingent consideration. Shoemaker offers high-quality customizable GRD for commercial and residential markets, and expands CSWI’s HVAC/R product offering and regional exposure in the northwest U.S. The aggregate purchase price was comprised of cash consideration of $38.6 million (including $1.2 million cash acquired), 25,483 shares of the Company's common stock valued at $3.0 million at transaction close and additional contingent consideration of $2.0 million based on Shoemaker meeting a defined financial target during the quarter ended March 31, 2022. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in note 7). The 25,483 shares of common stock delivered to the sellers as consideration were issued from treasury shares. As of the acquisition date, the estimated fair value of the contingent consideration obligation was classified as a current liability of $2.0 million and was determined using a scenario-based analysis on forecasted future results. In May 2022, the full contingent consideration amount of $2.0 million was remitted to the sellers due to the performance obligation being met. The Shoemaker acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $8.1 million allocated to goodwill, which represents the value expected to be obtained from owning a more extensive GRD product portfolio for the HVAC/R market and increased regional exposure to the northwest U.S. The preliminary allocation of the fair value of the net assets acquired included customer lists ($23.0 million), trademarks ($6.5 million), noncompete agreements ($0.7 million), backlog ($0.3 million), inventory ($3.6 million), accounts receivable ($1.7 million), cash ($1.2 million), equipment ($1.4 million) and prepaid expenses ($0.2 million), net of current liabilities ($3.1 million). Customer lists, noncompete agreements and backlog are being amortized over 15 years, 5 years and 1 month, respectively, while trademarks and goodwill are not being amortized. The Company completed the analysis of the assets acquired and liabilities assumed and the related allocation during the three months ended December 31, 2022. Goodwill and all intangible assets, including customer lists, trademarks, noncompete agreements and backlog are deductible and amortized over 15 years for income tax purposes. Shoemaker activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality. Cover Guard, Inc. and AC Guard, Inc. On July 8, 2022, we acquired the assets of Cover Guard, Inc. (“CG”) and AC Guard, Inc. ("ACG"), based in Orlando, Florida, for an aggregate purchase price of $18.4 million, comprised of cash consideration of $18.0 million and additional contingent considerations initially measured at $0.4 million based on CG and ACG meeting defined financial targets over a period of 5 years. In conjunction with the acquisition, we agreed to pay an additional $3.7 million, comprised of cash consideration of $1.5 million and 5-year annuity payments (value of $2.2 million) to a third party to secure the related intellectual property. The total cash consideration at closing of $19.5 million was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in footnote 7). CG and ACG product lines further expand Contractor Solutions’ offering of leading HVAC/R accessories. Through these differentiated products, our Contractor Solutions segment expects to achieve incremental ductless and ducted HVAC/R market penetration. As of the acquisition date, the estimated fair value of the contingent consideration was classified as a long term liability of $0.4 million and was determined using an option pricing model simulation that determines an average projected payment value across numerous iterations. The CG and ACG acquisition was accounted for as a business combination under Topic 805. The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $1.7 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing HVAC/R and plumbing offerings and provide a meaningful value proposition to our end use customers. The preliminary allocation of the fair value of the assets acquired included customer lists ($9.8 million), patent ($1.8 million), trademarks ($0.7 million), inventory ($3.1 million), accounts receivable ($1.0 million) and equipment ($0.3 million). Customer lists and patent are being amortized over 15 years and 10 years, respectively, while trademarks and goodwill are not being amortized. The Company's evaluation of the facts and circumstances available as of July 8, 2022, 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, including customer lists, trademarks and patent are deductible and amortized over 15 years for income tax purposes. CG and ACG activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality. The additional $3.7 million we agreed to pay a third party was accounted for as an acquisition of intellectual property and will be amortized over 15 years. Falcon Stainless, Inc. On October 4, 2022, we acquired 100% of the outstanding equity of Falcon Stainless, Inc ("Falcon"), based in Temecula, California, for an aggregate purchase price of $37.1 million (including $1.0 million cash acquired), comprising cash consideration of $34.6 million and an additional payment of $2.5 million due one-year from the acquisition date assuming certain business conditions are met. The cash consideration was funded with cash on hand and borrowings under our existing Revolving Credit Facility (as defined in footnote 7). Falcon products are well-known among the professional trades for supplying enhanced water flow delivery and increased customer satisfaction and supplement our Contractor Solutions segment's existing product portfolio. The Falcon acquisition was accounted for as a business combination under Topic 805. The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $18.2 million allocated to goodwill, which represents the value expected to be obtained from owning products that are complementary to our existing plumbing offerings and provide a meaningful value proposition to our end use customers. The preliminary allocation of the fair value of the assets acquired comprises customer lists ($17.7 million), trademarks ($4.7 million), accounts receivable ($1.4 million), cash ($1.0 million), inventory ($0.7 million), other current asset ($0.1 million) and other assets ($2.9 million), net of current liabilities (0.5 million) and other liabilities ($9.1 million). Customer lists are being amortized over 15 years, while trademarks and goodwill are not being amortized. The Company's evaluation of the facts and circumstances available as of October 4, 2022, 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 not deductible for income tax purposes. Falcon activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST

9 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST

CONSOLIDATION OF VARIABLE INTEREST ENTITY AND REDEEMABLE NONCONTROLLING INTEREST

Whitmore Joint Venture

On April 1, 2021, Whitmore Manufacturing, LLC (“Whitmore”), a wholly-owned subsidiary of CSWI, completed the formation of the joint venture (the "Whitmore JV") with Pennzoil-Quaker State Company dba SOPUS Products (“Shell”), a wholly-owned subsidiary of Shell Oil Company that comprises Shell’s U.S. lubricants business. The formation was consummated through a transaction in which Whitmore sold to Shell a 50% interest in a wholly-owned subsidiary (containing certain existing operating assets) in exchange for consideration of $13.4 million from Shell in the form of cash ($5.3 million) and intangible assets ($8.1 million). The Whitmore JV has been consolidated into the operations of the Company and its activity has been included in our Specialized Reliability Solutions segment since the formation date.

The Whitmore JV is deemed to be a VIE as the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The major factor that led to the conclusion that the Company is the primary beneficiary of this VIE is that Whitmore has the power to direct the most significant activities due to its ability to direct the manufacturing decisions of the Whitmore JV. Whitmore JV's total net assets are presented below (in thousands):


	December 31, 2022
Cash	$	4,128
Accounts receivable, net	6,783
Inventories, net	2,990
Prepaid expenses and other current assets	202
Property, plant and equipment, net	10,638
Intangible assets, net	6,681
Other assets	76
Total assets	$	31,498

Accounts payable	$	2,980
Accrued and other current liabilities	1,798
Other long-term liabilities	5
Total liabilities	$	4,783

During the three and nine months ended December 31, 2022, the Whitmore JV generated net (loss) income of $(0.2) million and $0.2 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 after three years from the Whitmore JV's formation, subject to certain timing restrictions. This redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. Changes in redeemable noncontrolling interest for the nine-month period ended December 31, 2022 were as follows (in thousands):


Balance at March 31, 2022	$	15,325

Net income attributable to redeemable noncontrolling interest	79
Contributions from noncontrolling interest	2,000


Balance at December 31, 2022	$	17,404

INVENTORIES

9 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIESInventories consist of the following (in thousands):


	December 31, 2022		March 31, 2022
Raw materials and supplies	$	51,303	$	46,136
Work in process	4,935		7,471
Finished goods	126,921		100,792
Total inventories	183,159		154,399
Less: Obsolescence reserve	(5,250)		(4,285)
Inventories, net	$	177,909	$	150,114

GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill as of December 31, 2022 and March 31, 2022 were as follows (in thousands):


	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total
Balance at March 31, 2022	$	190,152	$	25,007	$	9,499	$	224,658
Falcon acquisition	18,196		—		—		18,196
CG and ACG acquisitions	1,686		—		—		1,686

Shoemaker acquisition	6		—		—		6
Currency translation	(82)		(728)		(284)		(1,094)
Balance at December 31, 2022	$	209,958	$	24,279	$	9,215	$	243,452

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


		December 31, 2022				March 31, 2022
	Weighted Avg Life (Years)	Ending Gross Amount		Accumulated Amortization		Ending Gross Amount		Accumulated Amortization
Finite-lived intangible assets:
Patents	11	$	11,223	$	(8,384)	$	9,417	$	(8,065)
Customer lists and amortized trademarks	14	324,395		(76,463)		297,909		(61,368)
Non-compete agreements	5	800		(230)		939		(258)
Other	8	8,543		(4,064)		5,123		(3,957)
		$	344,961	$	(89,141)	$	313,388	$	(73,648)
Trade names and trademarks not being amortized:		$	66,448	$	—	$	61,097	$	—

Amortization expenses for the three and nine months ended December 31, 2022 were $5.8 million and $16.4 million, respectively. Amortization expenses for the three and nine months ended December 31, 2021 were $5.2 million and $19.4 million (including the amortization of inventory purchase accounting adjustment of $3.9 million), respectively. The following table shows the estimated future amortization for intangible assets, as of December 31, 2022, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands):


2023	$	5,800
2024	20,662
2025	19,927
2026	19,321
2027	18,553
Thereafter	171,557
Total	$	255,820

SHARE-BASED COMPENSATION

9 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

Refer to Note 6 to our consolidated financial statements included in our Annual Report for a description of the 2015 Equity and Incentive Compensation Plan (the "2015 Plan"). As of December 31, 2022, 421,174 shares were available for issuance under the 2015 Plan.

We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2022 and 2021 (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Share-based compensation expense	$	2,566	$	2,287	$	7,296	$	6,223
Related income tax benefit	(640)		(549)		(1,823)		(1,494)
Net share-based compensation expense	$	1,926	$	1,738	$	5,473	$	4,729

Stock option activity was as follows:


	Nine Months Ended December 31, 2022
	Number of Shares	Weighted Average Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in Millions)
Outstanding at April 1, 2022	10,800	$	25.23
Exercised	(10,800)	25.23

Outstanding at December 31, 2022	—	$	—	0	$	—
Exercisable at December 31, 2022	—	$	—	0	$	—

All compensation costs related to stock options were recognized prior to April 1, 2019.

Restricted share activity was as follows:


	Nine Months Ended December 31, 2022
	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at April 1, 2022:	228,331	$	126.02
Granted	96,189	131.21
Vested	(86,547)	85.68
Canceled	(4,582)	109.91
Outstanding at December 31, 2022	233,391	$	138.11

During the three months ended June 30, 2021, Joe Armes, the Company's Chairman, Chief Executive Officer and President, was awarded a series of long-term incentive awards with the purpose of retaining his service over a long-term period and promoting successful succession planning and transition practices. Mr. Armes' awards include 31,496 shares of restricted stock (which cliff vest on March 31, 2026), 27,559 performance shares (which vest in equal amounts on each of March 31, 2025, 2026 and 2027, subject to performance criteria being achieved) and 19,685 performance restricted stock units (40% of which vest upon recruiting of a successor CEO and 60% of which vest upon the first employment anniversary of the successor CEO).

During the restriction period, the holders of restricted shares are entitled to vote and receive dividends. Unvested restricted shares outstanding as of December 31, 2022 and 2021 included 99,474 and 102,306 shares (at target), respectively, with performance-based vesting provisions, and a vesting range of 0%-200% based on pre-defined performance targets with market conditions. Performance-based awards accrue dividend equivalents, which are settled upon (and to the extent of) vesting of the underlying award and do not have the right to vote until vested. Performance-based awards are earned upon the achievement of objective performance targets and are payable in common shares. Compensation expense is calculated based on the fair market value as determined by a Monte Carlo simulation and is recognized over a 36-month cliff vesting period. We granted no awards with performance-based vesting provisions during the three months ended December 31, 2022 and 2021. We granted

21,087 and 47,845 awards with performance-based vesting provisions during the nine months ended December 31, 2022 and 2021, respectively, with a vesting range of 0%-200%.

At December 31, 2022, we had unrecognized compensation cost related to unvested restricted shares of $21.9 million, which will be amortized into net income over the remaining weighted average vesting period of approximately 2.8 years. The total fair value of restricted shares granted during the three months ended December 31, 2022 and 2021 was $5.4 million and $4.6 million, respectively. The total fair value of restricted shares granted during the nine months ended December 31, 2022 and 2021 was $9.4 million and $27.7 million, respectively. The total fair value of restricted shares vested during the three months ended December 31, 2022 and 2021 was $4.7 million and $5.9 million, respectively. The total fair value of restricted shares vested during the nine months ended December 31, 2022 and 2021 was $10.1 million and $14.1 million, respectively.

LONG-TERM DEBT

9 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

LONG-TERM DEBT

Debt consists of the following (in thousands):


	December 31, 2022		March 31, 2022
Revolving Credit Facility, interest rate of 5.92% and 1.95% (a)	$	267,180	$	243,000
Whitmore Term Loan, interest rate of 6.39% and 2.45% (a)(b)	9,354		9,775
Total debt	276,534		252,775
Less: Current portion	(561)		(561)
Long-term debt	$	275,973	$	252,214

(a) Represents the interest rate effective on December 31, 2022, and March 31, 2022, respectively.

(b) Represents the unhedged interest rate according to the Whitmore Term Loan agreement.

Revolving Credit Facility

As discussed in Note 9 to our consolidated financial statements included in our Annual Report, prior to May 2021, we maintained a five-year, $300.0 million revolving credit facility agreement (the "First Credit Agreement"), which was scheduled to mature on September 15, 2022. Borrowings in the U.S. under this facility bore interest at a rate of prime plus between 0.25% to 1.5% or LIBOR plus between 1.25% to 2.5% based on our quarterly leverage ratio. We also paid a commitment fee between 0.15% to 0.4% for the unutilized portion of this facility.

On May 18, 2021, we entered into a Second Amended and Restated Credit Agreement (the “Second Credit Agreement”), which replaced the First Credit Agreement and provides for a $400 million revolving credit facility that contains a $25 million sublimit for the issuance of letters of credit and a $10 million sublimit for swingline loans, with an additional $150 million accordion feature. The Second Credit Agreement is 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 bear interest at either base rate plus between 0.25% to 1.5% or LIBOR plus between 1.25% to 2.5%, based on the Company’s leverage ratio calculated on a quarterly basis. The base rate is described in the Second Credit Agreement as the highest of (i) the Federal funds effective rate plus 0.50%, (ii) the prime rate quoted by The Wall Street Journal, and (iii) the one-month LIBOR rate plus 1.00%. We pay a commitment fee between 0.15% to 0.4% based on the Company's leverage ratio for the unutilized portion of this facility. Interest and commitment fees are payable at least quarterly and the outstanding principal balance is due at the maturity date. The Second Credit Agreement is secured by a first priority lien on all tangible and intangible assets and stock issued by the Company and its domestic subsidiaries, subject to specified exceptions, and 65% of the voting equity interests in its first-tier foreign subsidiaries.

On December 15, 2022, the Company entered into an Incremental Assumption Agreement No. 1 and Amendment No. 2 to the Second Credit Agreement (the “Second Amendment”) to utilize a portion of the accordion feature, thus increasing the commitment from $400.0 million to $500.0 million, and concurrently reduced the available incremental accordion by a corresponding amount (the term "Revolving Credit Facility" as used throughout this document refers to the First Credit Agreement, the Second Credit Agreement and the Second Amendment, as applicable). The Second Amendment also replaced the LIBOR Rate with individualized metrics based on the specific denomination of borrowings, including a metric based on Term SOFR (as defined in the Second Credit Agreement) for borrowings denominated in U.S. Dollars. The Company incurred a total of $0.7 million in underwriting fees, which are being amortized over the remaining term of the Second Credit Agreement.

During the nine months ended December 31, 2022, we borrowed $122.8 million and repaid $98.6 million under the Revolving Credit Facility. As of December 31, 2022 and March 31, 2022, we had $267.2 million and $243.0 million, respectively, in our outstanding balance, which resulted in borrowing capacity under the Revolving Credit Facility of $232.8 million and $157.0 million, respectively. The financial covenants contained in the Second Credit Agreement require the maintenance of a maximum leverage ratio of 3.00 to 1.00, subject to a temporary increase to 3.75 to 1.00 for 18 months following the consummation of permitted acquisitions with consideration in excess of certain threshold amounts set forth in the Second Credit Agreement. The Second Credit Agreement also requires the maintenance of a minimum fixed charge coverage ratio of 1.25 to 1.00, the calculations and terms of which are defined in the Second Credit Agreement. Covenant compliance is tested quarterly, and we were in compliance with all covenants as of December 31, 2022.

Whitmore Term Loan

In July 2014, Whitmore secured a term loan (the "Whitmore Term Loan") related to a warehouse and corporate office building and the remodel of an existing manufacturing and research and development facility. The Whitmore Term Loan matures on July 31, 2029 and requires payments of $140,000 each quarter. Borrowings under this term loan bear interest at a rate of one month LIBOR plus 2.0%. As of December 31, 2022 and March 31, 2022, Whitmore Manufacturing had $9.4 million and $9.8 million, respectively, in principal amount outstanding under the Whitmore Term Loan.

As described in Note 9, interest payments under the Whitmore Term Loan were hedged under an interest rate swap agreement until January 9, 2023, when the interest rate swap agreement was terminated. On January 20, 2023, the Whitmore Term Loan was paid off using borrowings under our existing Revolving Credit Facility discussed above.

LEASES

9 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

We have operating leases for manufacturing facilities, offices, warehouses, vehicles and certain equipment. Our leases have remaining lease terms of 1 year to 25 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)	2022		2021		2022		2021
Components of Operating Lease Expenses
Operating lease expense (a)	$	2,727	$	2,472	$	8,002	$	7,302
Short-term lease expense	227		73		635		231
Total operating lease expense	$	2,954	$	2,545	$	8,637	$	7,533
(a) Included in cost of revenues and selling, general and administrative expense


(in thousands)	December 31, 2022		March 31, 2022
Operating Lease Assets and Liabilities
Right-of-use assets, net (b)	$	61,801	$	67,076

Short-term lease liabilities (c)	$	9,764	$	9,269
Long-term lease liabilities (c)	57,671		63,275
Total operating lease liabilities	$	67,435	$	72,544
(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)	2022			2021
Supplemental Cash Flow
Cash paid for amounts included in the measurement of operating lease liabilities (a)	$	8,184		$	7,205
Right-of-use assets obtained in exchange for new operating lease obligations	2,348			7,280
(a) Included in our condensed consolidated statement of cash flows, operating activities in accounts payable and other current liabilities

Other Information for Operating Leases
Weighted average remaining lease term (in years)	7.25			8.30
Weighted average discount rate	2.3		%	2.3		%


Maturities of operating lease liabilities were as follows (in thousands):
Year Ending March 31, 2023 (excluding the nine months ended December 31, 2022)	$	2,853
2024	11,071
2025	10,859
2026	10,510
2027	10,280
Thereafter	27,774
Total lease liabilities	73,347
Less: Imputed interest	(5,912)
Present value of lease liabilities	$	67,435

DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING

9 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING

As of December 31, 2022, we had an interest rate swap agreement to hedge exposure to variable interest rates on the Whitmore Term Loan, as discussed in Note 7. As of December 31, 2022 and March 31, 2022, we had $9.4 million and $9.8 million, respectively, of notional amount outstanding designated as an interest rate swap with third parties. The interest rate swap was highly effective. As of December 31, 2022, the derivative assets were reported in current derivative assets as the interest rate swap was terminated on January 9, 2023, which resulted a cash receipt of $0.2 million. The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands):


	December 31, 2022		March 31, 2022
Current derivative asset	$	379	$	—

Current derivative liabilities	—		109
Non-current derivative liabilities	—		233

The impact of changes in fair value of the interest rate swap is included in Note 16.

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

EARNINGS PER SHARE

9 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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, 2022 and 2021 (amounts in thousands, except per share data):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021*		2022		2021*
Net income	$	15,499	$	9,750	$	69,451	$	48,794
Less: Net loss (income) attributable to redeemable noncontrolling interest	100		(444)		(79)		(855)
Net income attributable to CSW Industrials, Inc. shareholders	$	15,599	$	9,306	$	69,372	$	47,939

Weighted average shares:
Common stock	15,364		15,690		15,413		15,641
Participating securities	112		104		107		111
Denominator for basic earnings per common share	15,476		15,794		15,520		15,752
Potentially dilutive securities	36		49		34		57
Denominator for diluted earnings per common share	15,512		15,844		15,554		15,809

Net income per share attributable to CSW Industrials, Inc. shareholders:
Basic	$	1.01	$	0.59	$	4.47	$	3.04
Diluted	$	1.01	$	0.59	$	4.46	$	3.03

*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

SHAREHOLDERS' EQUITY	9 Months Ended
SHAREHOLDERS' EQUITY	Dec. 31, 2022
Equity [Abstract]
SHAREHOLDERS' EQUITY	SHAREHOLDERS' EQUITY Share Repurchase Program On November 7, 2018, we announced that our Board of Directors authorized a program to repurchase up to $75.0 million of our common stock over a two-year period. On October 30, 2020, we announced that our Board of Directors authorized a new program to repurchase up to $100.0 million of our common stock, which replaced the prior announced $75.0 million program. On December 16, 2022, we announced that our Board of Directors authorized a new $100.0 million share repurchase program, which replaced the previously announced $100.0 million program. Under the current repurchase program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Repurchases will be made at our discretion, based on ongoing assessments of the capital needs of the business, the market price of our common stock and general market conditions. Our Board of Directors has established an expiration date of December 31, 2024, for completion of the current repurchase program; however, the program may be limited or terminated at any time at our discretion without notice. Through December 31, 2022, no shares have been repurchased under the current $100.0 million repurchase program. Under the prior $100.0 million repurchase program, 866 shares were repurchased during the three months ended December 31, 2022 for $0.1 million, and 4,175 shares were repurchased during the three months ended December 31, 2021 for $0.5 million. Under the prior $100.0 million repurchase program, 336,347 shares were repurchased during the nine months ended December 31, 2022 for $35.7 million, and 4,175 shares were repurchased during the nine months ended December 31, 2021 for $0.5 million. As of December 31, 2022, a total of 462,462 shares had been repurchased for an aggregate amount of $50.1 million under the prior $100.0 million program with no shares repurchased under the current $100.0 million program. Dividends On April 4, 2019, we commenced a quarterly dividend program at an inaugural rate of $0.135 per share. On April 15, 2021, we announced a quarterly dividend increase to $0.15 per share. On April 14, 2022, we announced another quarterly dividend increase to $0.17 per share. Total dividends of $2.6 million and $2.4 million were paid during the three months ended December 31, 2022 and 2021, respectively. Total dividends of $7.9 million and $7.1 million were paid during the nine months ended December 31, 2022 and 2021, respectively. On January 13, 2023, we announced a quarterly dividend of $0.17 per share payable on February 10, 2023 to shareholders of record as of January 27, 2023. Any future dividends at the existing $0.17 per share quarterly rate or otherwise will be reviewed individually and declared by our Board of Directors in its discretion.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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FAIR VALUE MEASUREMENTS	9 Months Ended
FAIR VALUE MEASUREMENTS	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The fair value of the interest rate swap contract (as discussed in Note 9) is determined using Level 2 inputs. The carrying value of our debt (discussed in Note 7) approximates fair value as it bears interest at variable rates. The carrying amounts of other financial instruments (i.e., cash and cash equivalents, accounts receivable, net, accounts payable) approximate their fair values at December 31, 2022 and March 31, 2022 due to their short-term nature. The redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. The redemption value of the redeemable noncontrolling interest is estimated using a discounted cash flow analysis, which requires management judgment with respect to future revenue, operating margins, growth rates and discount rates and is classified as Level III under the fair value hierarchy. The redemption value of the redeemable noncontrolling interest is discussed in Note 3.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

RETIREMENT PLANS

9 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

RETIREMENT PLANS

Refer to Note 15 to our consolidated financial statements included in our Annual Report for a description of our retirement and postretirement benefits.

The following tables set forth the combined net pension benefit recognized in our condensed consolidated financial statements for all plans (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Service and other costs	$	15	$	12	$	45	$	36
Interest cost on projected benefit obligation	36		34		107		101
Expected return on assets	(11)		(28)		(34)		(84)
Amortization of net actuarial loss	11		18		32		53
Pension plan termination	453		$	—	$	453	$	—
Net pension benefit	$	504	$	36	$	603	$	106

The components of net periodic cost for retirement and postretirement benefits, other than service and other costs, are included in other expense, net in our condensed consolidated statements of income.

During the nine months ended December 31, 2022, we offered lump sum payments to eligible active and terminated vested participants in our Canadian defined benefit pension plan (the “Canadian Plan”) that covers all of our employees based at our facility in Alberta, Canada. Approximately 50% of those participants accepted the lump sum offer for an aggregate payment of $0.7 million in November 2022. We entered into an annuity purchase contract for the remaining liability and terminated the Canadian Plan effective January 31, 2022. The termination required an additional contribution of $0.1 million, which was paid in November 2022, and resulted in an overall termination charge of $0.5 million ($0.4 million, net of tax) recorded in other (expense) income, net, due primarily to the recognition of expenses that were previously included in accumulated other comprehensive loss and the recognition of additional costs associated with the annuity purchase contract.

The entire disclosure for retirement benefits.

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CONTINGENCIES	9 Months Ended
CONTINGENCIES	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIESFrom time to time, we are involved in various claims and legal actions that arise in the ordinary course of business. There are no matters pending, whether individually or in the aggregate, that we currently believe have a reasonable possibility of having a material impact to our business, consolidated financial position, results of operations or cash flows.

INCOME TAXES	9 Months Ended
INCOME TAXES	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three months ended December 31, 2022, we earned $18.2 million from operations before taxes and provided for income taxes of $2.7 million, resulting in an effective tax rate of 14.7%. For the nine months ended December 31, 2022, we earned $89.7 million from operations before taxes and provided for income taxes of $20.2 million, resulting in an effective tax rate of 22.6%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2022 primarily due to a net decrease in the reserves for uncertain tax positions ("UTP"), excess tax deductions related to stock compensation, excess tax deductions related to Foreign-derived intangible income ("FDII") and the impact of US federal provision to return adjustment, partially offset by state income tax, net of federal benefit and executive compensation limitations. In connection with the TRUaire acquisition closed in December 2020, the Company recognized a UTP of $17.3 million related to pre-acquisition tax periods. In addition, in accordance with the tax indemnification included in the purchase agreement, the seller provided a contractual indemnification to the Company for up to $12.5 million related to UTPs taken in pre-acquisition years and we recognized a tax indemnification asset of $12.5 million. This tax indemnification asset will either be settled or expire by December 2023. During the three months ended March 31, 2021, as a result of the audit closure of a pre-acquisition tax period for TRUaire, $5.0 million of the tax indemnification asset was released along with the relevant UTP of $5.3 million. During the three months ended December 31, 2022, TRUaire's Vietnam entity concluded its audit for the tax periods from January 1, 2019 to March 31, 2022 and received an audit closing letter from the tax authority. As a result, $1.5 million of the UTP accrual (including penalties and interests accrued post-acquisition) was released and recorded as an income tax benefit for the three months ended December 31, 2022. As of December 31, 2022, $7.5 million of the tax indemnification asset remains outstanding and is reported in our condensed consolidated balance sheets in prepaid expenses and other current assets. For the three months ended December 31, 2021, we earned $12.1 million from operations before taxes and provided for income taxes of $2.4 million, resulting in an effective tax rate of 19.7%. For the nine months ended December 31, 2021, we earned $63.9 million from operations before taxes and provided for income taxes of $15.1 million, resulting in an effective tax rate of 23.6%. The provision for income taxes differed from the statutory rate for the three and nine months ended December 31, 2021 primarily due to excess tax deductions related to stock compensation, the impact of federal return to provision adjustments and deductions related to FDII, partially offset by state and foreign income taxes, executive compensation limitations, an increase in the reserve for UTP and foreign tax credits. One of our Canadian subsidiaries is currently under audit by the taxing authority for tax periods from March 31, 2017 to March 31, 2020.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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OTHER COMPREHENSIVE INCOME (LOSS)

OTHER COMPREHENSIVE INCOME (LOSS)

9 Months Ended

Dec. 31, 2022

Equity [Abstract]

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


	Three Months Ended December 31,
	2022		2021
Currency translation adjustments:
Balance at beginning of period	$	(10,120)	$	(4,436)
Adjustments for foreign currency translation	1,606		(71)
Balance at end of period	$	(8,514)	$	(4,507)

Interest rate swaps:
Balance at beginning of period	$	339	$	(825)
Unrealized gains (losses), net of taxes of $10 and $(10), respectively (a)	(39)		37
Reclassification of losses included in interest expense, net, net of taxes of $0 and $(15), respectively	—		56

Other comprehensive income (loss)	(39)		93
Balance at end of period	$	300	$	(732)

Defined benefit plans:
Balance at beginning of period	$	(353)	$	(767)
Amortization of net gains (losses), net of taxes of $(35) and $14, respectively (b)	133		(52)


Balance at end of period	$	(220)	$	(819)


	Nine Months Ended December 31,
	2022		2021
Currency translation adjustments:
Balance at beginning of period	$	(4,438)	$	(4,394)
Adjustments for foreign currency translation	(4,076)		(113)
Balance at end of period	$	(8,514)	$	(4,507)

Interest rate swaps:
Balance at beginning of period	$	(270)	$	(803)
Unrealized gains (losses), net of taxes of $(137) and $27, respectively (a)	516		(100)
Reclassification of losses included in interest expense, net, net of taxes of $(14) and $(45), respectively	54		171
Other comprehensive income	570		71
Balance at end of period	$	300	$	(732)

Defined benefit plans:
Balance at beginning of period	$	(366)	$	(799)
Amortization of net gains (losses), net of taxes of $(39) and $5, respectively (b)	146		(20)


Balance at end of period	$	(220)	$	(819)

(a) Unrealized gain (loss) is reclassified to earnings as underlying cash interest payments are made. As discussed in Note 9, the interest rate swap was terminated on January 9, 2023, which resulted a gain of $0.1 million, net of deferred taxes, during the three months ended March 31, 2023.

(b) Amortization of actuarial gains (losses) out of accumulated comprehensive loss are included in the computation of net periodic pension expense. See Note 13 for additional information.

REVENUE RECOGNITION

9 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Refer to Note 20 to our consolidated financial statements included in our Annual Report for a description of our disaggregation of revenues. Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands):


	Three Months Ended December 31, 2022								Nine Months Ended December 31, 2022
	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total		Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total
Build-to-order	$	—	$	21,509	$	—	$	21,509	$	—	$	68,366	$	—	$	68,366
Book-and-ship	110,171		3,110		36,303		149,584		374,377		10,612		108,864		493,853
Net revenues	$	110,171	$	24,619	$	36,303	$	171,093	$	374,377	$	78,978	$	108,864	$	562,219


	Three Months Ended December 31, 2021								Nine Months Ended December 31, 2021
	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total		Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total
Build-to-order	$	—	$	21,890	$	—	$	21,890	$	—	$	67,301	$	—	$	67,301
Book-and-ship	81,005		2,015		31,376		114,396		294,538		6,088		85,209		385,835
Net revenues	$	81,005	$	23,905	$	31,376	$	136,286	$	294,538	$	73,389	$	85,209	$	453,136

Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands):


Balance at April 1, 2022:	$	1,026
Revenue recognized during the period	(910)

New contracts and revenue added to existing contracts during the period	326
Balance at December 31, 2022	$	442

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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SEGMENTS

9 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

SEGMENTS

During the quarter ended June 30, 2021, we revised our segment structure to align with how our chief operating decision maker (who was determined to be our Chief Executive Officer) views our business, assesses performance and allocates resources to our business components. Effective April 1, 2021, following the completion of various strategic transactions including the acquisition of TRUaire and the formation of the Whitmore JV, our business is organized into three reportable segments:

•Contractor Solutions

•Engineered Building Solutions

•Specialized Reliability Solutions

The following is a summary of the financial information of our reporting segments reconciled to the amounts reported in the consolidated financial statements (in thousands).

Three Months Ended December 31, 2022:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	110,171	$	24,619	$	36,303	$	171,093	$	—	$	171,093
Intersegment revenue	1,736		—		32		1,768		(1,768)		—
Operating income	21,829		2,257		3,921		28,007		(4,895)		23,112

Three Months Ended December 31, 2021*:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	81,005	$	23,905	$	31,376	$	136,286	$	—	$	136,286
Intersegment revenue	1,454		—		8		1,462		(1,462)		—
Operating income	11,324		3,200		3,384		17,908		(4,459)		13,449

Nine months ended December 31, 2022:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	374,377	$	78,978	$	108,864	$	562,219	$	—	$	562,219
Intersegment revenue	5,454		—		95		5,549		(5,549)		—
Operating income	90,416		10,172		13,658		114,246		(14,944)		99,302

Nine months ended December 31, 2021*:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	294,538	$	73,389	$	85,209	$	453,136	$	—	$	453,136
Intersegment revenue	1,510		—		80		1,590		(1,590)		—
Operating income	67,589		9,388		5,290		82,267		(13,824)		68,443

*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES (Policies)	9 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022 (“Quarterly Report”), include all revenues, costs, assets and liabilities directly attributable to CSWI and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary, except our 50% investment in a variable interest entity ("VIE") for which we have determined that we are the primary beneficiary and therefore have consolidated into our financial statements. All significant intercompany transactions have been eliminated in consolidation. The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of CSWI’s financial position as of December 31, 2022, and the results of operations for the three and nine months periods ended December 31, 2022 and 2021. All adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in CSWI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “Annual Report”).
Accounting Developments	Accounting Developments Pronouncements Implemented In October 2021, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This update improves comparability for both the recognition and measurement of acquired customer revenue contracts at the date of and after a business combination. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted the ASU 2021-08 on a prospective basis on April 1, 2022 and did not have a material impact on our condensed consolidated financial statements. In August 16, 2022, The Inflation Reduction Act of 2022 ("IRA") was signed into law effective in taxable years beginning after December 31, 2022. The bill was meant to address the high inflation rate in the U.S. through various climate, energy, healthcare, and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new fifteen percent corporate minimum tax, a one percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance, and others. At this time, none of the IRA tax provisions are expected to have a material impact to the Company's fiscal 2023 tax provision. The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to the IRA to determine whether any adjustments are needed to the Company's tax provision in future periods. In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and London Interbank Offered Rate ("LIBOR"). This ASU includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This ASU is effective for all entities through December 31, 2022. In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. As discussed in Note 9, the Company terminated our interest rate swap agreement in January 2023 and therefore, will not apply the practical expedients and exceptions as required by the ASU. As discussed in Note 7, the Company’s Second Amendment includes a transition clause in the event LIBOR is discontinued, as such, we do not expect the transition of LIBOR to have a material impact on our consolidated financial statements. The adoption of this ASU did not have an impact on our consolidated financial condition and results of operations.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Tables)

9 Months Ended

Dec. 31, 2022

Schedule of Variable Interest Entities

Whitmore JV's total net assets are presented below (in thousands):


	December 31, 2022
Cash	$	4,128
Accounts receivable, net	6,783
Inventories, net	2,990
Prepaid expenses and other current assets	202
Property, plant and equipment, net	10,638
Intangible assets, net	6,681
Other assets	76
Total assets	$	31,498

Accounts payable	$	2,980
Accrued and other current liabilities	1,798
Other long-term liabilities	5
Total liabilities	$	4,783

Schedule of Changes in Redeemable Noncontrolling Interest

Changes in redeemable noncontrolling interest for the nine-month period ended December 31, 2022 were as follows (in thousands):


Balance at March 31, 2022	$	15,325

Net income attributable to redeemable noncontrolling interest	79
Contributions from noncontrolling interest	2,000


Balance at December 31, 2022	$	17,404

Goodwill and Intangible Assets Disclosure [Abstract]

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

INVENTORIES (Tables)

9 Months Ended

Dec. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following (in thousands):


	December 31, 2022		March 31, 2022
Raw materials and supplies	$	51,303	$	46,136
Work in process	4,935		7,471
Finished goods	126,921		100,792
Total inventories	183,159		154,399
Less: Obsolescence reserve	(5,250)		(4,285)
Inventories, net	$	177,909	$	150,114

GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Dec. 31, 2022

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill as of December 31, 2022 and March 31, 2022 were as follows (in thousands):


	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total
Balance at March 31, 2022	$	190,152	$	25,007	$	9,499	$	224,658
Falcon acquisition	18,196		—		—		18,196
CG and ACG acquisitions	1,686		—		—		1,686

Shoemaker acquisition	6		—		—		6
Currency translation	(82)		(728)		(284)		(1,094)
Balance at December 31, 2022	$	209,958	$	24,279	$	9,215	$	243,452

Schedule of Intangible Assets

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


		December 31, 2022				March 31, 2022
	Weighted Avg Life (Years)	Ending Gross Amount		Accumulated Amortization		Ending Gross Amount		Accumulated Amortization
Finite-lived intangible assets:
Patents	11	$	11,223	$	(8,384)	$	9,417	$	(8,065)
Customer lists and amortized trademarks	14	324,395		(76,463)		297,909		(61,368)
Non-compete agreements	5	800		(230)		939		(258)
Other	8	8,543		(4,064)		5,123		(3,957)
		$	344,961	$	(89,141)	$	313,388	$	(73,648)
Trade names and trademarks not being amortized:		$	66,448	$	—	$	61,097	$	—

Schedule of Estimated Future Amortization for Intangible Assets

The following table shows the estimated future amortization for intangible assets, as of December 31, 2022, for the remainder of the current fiscal year and the next four fiscal years ending March 31 (in thousands):


2023	$	5,800
2024	20,662
2025	19,927
2026	19,321
2027	18,553
Thereafter	171,557
Total	$	255,820

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION (Tables)

9 Months Ended

Dec. 31, 2022

Schedule of Share-Based Compensation Expense

We recorded share-based compensation expense as follows for the three and nine months ended December 31, 2022 and 2021 (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Share-based compensation expense	$	2,566	$	2,287	$	7,296	$	6,223
Related income tax benefit	(640)		(549)		(1,823)		(1,494)
Net share-based compensation expense	$	1,926	$	1,738	$	5,473	$	4,729

Schedule of Stock Options Activity

Stock option activity was as follows:


	Nine Months Ended December 31, 2022
	Number of Shares	Weighted Average Price		Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in Millions)
Outstanding at April 1, 2022	10,800	$	25.23
Exercised	(10,800)	25.23

Outstanding at December 31, 2022	—	$	—	0	$	—
Exercisable at December 31, 2022	—	$	—	0	$	—

Schedule of Restricted Share Activity

Restricted share activity was as follows:


	Nine Months Ended December 31, 2022
	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding at April 1, 2022:	228,331	$	126.02
Granted	96,189	131.21
Vested	(86,547)	85.68
Canceled	(4,582)	109.91
Outstanding at December 31, 2022	233,391	$	138.11

LONG-TERM DEBT (Tables)

9 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Debt consists of the following (in thousands):


	December 31, 2022		March 31, 2022
Revolving Credit Facility, interest rate of 5.92% and 1.95% (a)	$	267,180	$	243,000
Whitmore Term Loan, interest rate of 6.39% and 2.45% (a)(b)	9,354		9,775
Total debt	276,534		252,775
Less: Current portion	(561)		(561)
Long-term debt	$	275,973	$	252,214

(a) Represents the interest rate effective on December 31, 2022, and March 31, 2022, respectively.

(b) Represents the unhedged interest rate according to the Whitmore Term Loan agreement.

LEASES (Tables)

9 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Components of Operating Lease Expense, Operating Lease Assets and Liabilities, Supplemental Cash Flow, and Other Information


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands)	2022		2021		2022		2021
Components of Operating Lease Expenses
Operating lease expense (a)	$	2,727	$	2,472	$	8,002	$	7,302
Short-term lease expense	227		73		635		231
Total operating lease expense	$	2,954	$	2,545	$	8,637	$	7,533
(a) Included in cost of revenues and selling, general and administrative expense


(in thousands)	December 31, 2022		March 31, 2022
Operating Lease Assets and Liabilities
Right-of-use assets, net (b)	$	61,801	$	67,076

Short-term lease liabilities (c)	$	9,764	$	9,269
Long-term lease liabilities (c)	57,671		63,275
Total operating lease liabilities	$	67,435	$	72,544
(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)	2022			2021
Supplemental Cash Flow
Cash paid for amounts included in the measurement of operating lease liabilities (a)	$	8,184		$	7,205
Right-of-use assets obtained in exchange for new operating lease obligations	2,348			7,280
(a) Included in our condensed consolidated statement of cash flows, operating activities in accounts payable and other current liabilities

Other Information for Operating Leases
Weighted average remaining lease term (in years)	7.25			8.30
Weighted average discount rate	2.3		%	2.3		%

Schedule of Maturities of Operating Lease Liabilities


Maturities of operating lease liabilities were as follows (in thousands):
Year Ending March 31, 2023 (excluding the nine months ended December 31, 2022)	$	2,853
2024	11,071
2025	10,859
2026	10,510
2027	10,280
Thereafter	27,774
Total lease liabilities	73,347
Less: Imputed interest	(5,912)
Present value of lease liabilities	$	67,435

DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING (Tables)

9 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivatives

The fair value of the interest rate swap designated as a hedging instrument is summarized below (in thousands):


	December 31, 2022		March 31, 2022
Current derivative asset	$	379	$	—

Current derivative liabilities	—		109
Non-current derivative liabilities	—		233

EARNINGS PER SHARE (Tables)

9 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of Earnings Per Share


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021*		2022		2021*
Net income	$	15,499	$	9,750	$	69,451	$	48,794
Less: Net loss (income) attributable to redeemable noncontrolling interest	100		(444)		(79)		(855)
Net income attributable to CSW Industrials, Inc. shareholders	$	15,599	$	9,306	$	69,372	$	47,939

Weighted average shares:
Common stock	15,364		15,690		15,413		15,641
Participating securities	112		104		107		111
Denominator for basic earnings per common share	15,476		15,794		15,520		15,752
Potentially dilutive securities	36		49		34		57
Denominator for diluted earnings per common share	15,512		15,844		15,554		15,809

Net income per share attributable to CSW Industrials, Inc. shareholders:
Basic	$	1.01	$	0.59	$	4.47	$	3.04
Diluted	$	1.01	$	0.59	$	4.46	$	3.03

*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

RETIREMENT PLANS (Tables)

9 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Schedule of Net Pension Benefit

The following tables set forth the combined net pension benefit recognized in our condensed consolidated financial statements for all plans (in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Service and other costs	$	15	$	12	$	45	$	36
Interest cost on projected benefit obligation	36		34		107		101
Expected return on assets	(11)		(28)		(34)		(84)
Amortization of net actuarial loss	11		18		32		53
Pension plan termination	453		$	—	$	453	$	—
Net pension benefit	$	504	$	36	$	603	$	106

OTHER COMPREHENSIVE INCOME (LOSS) (Tables)

9 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Analysis of Changes in Accumulated Other Comprehensive Loss

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


	Three Months Ended December 31,
	2022		2021
Currency translation adjustments:
Balance at beginning of period	$	(10,120)	$	(4,436)
Adjustments for foreign currency translation	1,606		(71)
Balance at end of period	$	(8,514)	$	(4,507)

Interest rate swaps:
Balance at beginning of period	$	339	$	(825)
Unrealized gains (losses), net of taxes of $10 and $(10), respectively (a)	(39)		37
Reclassification of losses included in interest expense, net, net of taxes of $0 and $(15), respectively	—		56

Other comprehensive income (loss)	(39)		93
Balance at end of period	$	300	$	(732)

Defined benefit plans:
Balance at beginning of period	$	(353)	$	(767)
Amortization of net gains (losses), net of taxes of $(35) and $14, respectively (b)	133		(52)


Balance at end of period	$	(220)	$	(819)


	Nine Months Ended December 31,
	2022		2021
Currency translation adjustments:
Balance at beginning of period	$	(4,438)	$	(4,394)
Adjustments for foreign currency translation	(4,076)		(113)
Balance at end of period	$	(8,514)	$	(4,507)

Interest rate swaps:
Balance at beginning of period	$	(270)	$	(803)
Unrealized gains (losses), net of taxes of $(137) and $27, respectively (a)	516		(100)
Reclassification of losses included in interest expense, net, net of taxes of $(14) and $(45), respectively	54		171
Other comprehensive income	570		71
Balance at end of period	$	300	$	(732)

Defined benefit plans:
Balance at beginning of period	$	(366)	$	(799)
Amortization of net gains (losses), net of taxes of $(39) and $5, respectively (b)	146		(20)


Balance at end of period	$	(220)	$	(819)

(b) Amortization of actuarial gains (losses) out of accumulated comprehensive loss are included in the computation of net periodic pension expense. See Note 13 for additional information.

REVENUE RECOGNITION (Tables)

9 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Disaggregation of revenues reconciled to our reportable segments is as follows (in thousands):


	Three Months Ended December 31, 2022								Nine Months Ended December 31, 2022
	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total		Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total
Build-to-order	$	—	$	21,509	$	—	$	21,509	$	—	$	68,366	$	—	$	68,366
Book-and-ship	110,171		3,110		36,303		149,584		374,377		10,612		108,864		493,853
Net revenues	$	110,171	$	24,619	$	36,303	$	171,093	$	374,377	$	78,978	$	108,864	$	562,219


	Three Months Ended December 31, 2021								Nine Months Ended December 31, 2021
	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total		Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Total
Build-to-order	$	—	$	21,890	$	—	$	21,890	$	—	$	67,301	$	—	$	67,301
Book-and-ship	81,005		2,015		31,376		114,396		294,538		6,088		85,209		385,835
Net revenues	$	81,005	$	23,905	$	31,376	$	136,286	$	294,538	$	73,389	$	85,209	$	453,136

Schedule of Contract Liabilities

Contract liabilities, which are included in accrued and other current liabilities in our condensed consolidated balance sheets were as follows (in thousands):


Balance at April 1, 2022:	$	1,026
Revenue recognized during the period	(910)

New contracts and revenue added to existing contracts during the period	326
Balance at December 31, 2022	$	442

SEGMENTS (Tables)

9 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Schedule of Segments

The following is a summary of the financial information of our reporting segments reconciled to the amounts reported in the consolidated financial statements (in thousands).

Three Months Ended December 31, 2022:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	110,171	$	24,619	$	36,303	$	171,093	$	—	$	171,093
Intersegment revenue	1,736		—		32		1,768		(1,768)		—
Operating income	21,829		2,257		3,921		28,007		(4,895)		23,112

Three Months Ended December 31, 2021*:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	81,005	$	23,905	$	31,376	$	136,286	$	—	$	136,286
Intersegment revenue	1,454		—		8		1,462		(1,462)		—
Operating income	11,324		3,200		3,384		17,908		(4,459)		13,449

Nine months ended December 31, 2022:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	374,377	$	78,978	$	108,864	$	562,219	$	—	$	562,219
Intersegment revenue	5,454		—		95		5,549		(5,549)		—
Operating income	90,416		10,172		13,658		114,246		(14,944)		99,302

Nine months ended December 31, 2021*:


(in thousands)	Contractor Solutions		Engineered Building Solutions		Specialized Reliability Solutions		Subtotal - Reportable Segments		Eliminations and Other		Total
Revenues, net to external customers	$	294,538	$	73,389	$	85,209	$	453,136	$	—	$	453,136
Intersegment revenue	1,510		—		80		1,590		(1,590)		—
Operating income	67,589		9,388		5,290		82,267		(13,824)		68,443

*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

ORGANIZATION AND OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - Additional Information (Details)	9 Months Ended
	Dec. 31, 2022 country Brand
Accounting Policies [Abstract]
Number of countries \| country	100
Highly respected industrial brands (more than) \| Brand	100

ACQUISITIONS - Additional Information (Details) - USD ($)
$ in Thousands

9 Months Ended

Oct. 04, 2022

Jul. 08, 2022

Dec. 15, 2021

Dec. 31, 2022

Dec. 31, 2021

^[1]

Mar. 31, 2022

$ 55,524

$ 36,427

$ 243,452

$ 224,658

Intellectual Property

$ 3,700

15 years

Shoemaker Manufacturing

Percent of outstanding equity acquired

100.00%

Business combination, consideration transferred

$ 43,600

Cash acquired from acquisition

38,600

$ 1,200

Stock consideration (in shares)

25,483

Stock consideration, value of common stock

$ 3,000

Contingent consideration (up to)

2,000

Fair value of inventory acquired

8,100

3,600

Fair value of accounts receivable acquired

1,700

Fair value of cash acquired

1,200

Fair value of equipment acquired

1,400

Fair value of prepaid expenses acquired

200

Fair value of current liabilities acquired

3,100

Shoemaker Manufacturing | Trademarks

Fair value of the assets acquired, indefinite-lived

6,500

Shoemaker Manufacturing | Customer Lists

$ 23,000

Shoemaker Manufacturing | Non-compete agreements

15 years

$ 700

Shoemaker Manufacturing | Backlog

5 years

$ 300

1 month

CG and ACG acquisitions

Business combination, consideration transferred

$ 18,400

Contingent consideration (up to)

18,000

400

Fair value of inventory acquired

1,700

3,100

Fair value of accounts receivable acquired

1,000

Fair value of equipment acquired

$ 300

Business combination target period

5 years

Additional consideration

$ 1,500

Liability consideration term

5 years

Annuity value

$ 2,200

Total consideration including additional consideration

19,500

Noncurrent contingent consideration

400

CG and ACG acquisitions | Trademarks

Indefinitely lived intangible assets acquired

$ 700

CG and ACG acquisitions | Customer Lists

Finite lived intangible assets acquired

15 years

$ 9,800

CG and ACG acquisitions | Patents

Finite lived intangible assets acquired

10 years

$ 1,800

Falcon Stainless, Inc

Percent of outstanding equity acquired

100.00%

Business combination, consideration transferred

$ 37,100

Cash acquired from acquisition

34,600

1,000

Fair value of inventory acquired

18,200

700

Fair value of accounts receivable acquired

1,400

Fair value of cash acquired

1,000

Fair value of other current assets acquired

100

Fair value of current liabilities acquired

$ 500

Liability consideration term

1 year

Annuity value

$ 2,500

Other assets

2,900

Fair value of other liabilities acquired

9,100

Falcon Stainless, Inc | Trademarks

Indefinitely lived intangible assets acquired

$ 4,700

Falcon Stainless, Inc | Customer Lists

Finite lived intangible assets acquired

15 years

$ 17,700

[1]	*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K

CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Additional Information (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Apr. 01, 2021

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Dec. 31, 2021

^[1]

Sep. 30, 2021

^[2]

Jun. 30, 2021

^[2]

Dec. 31, 2022

Dec. 31, 2021

^[1]

Variable Interest Entity [Line Items]

Net (loss)/income

$ 15,599

$ 24,331

$ 29,443

$ 9,306

$ 18,171

$ 20,461

$ 69,372

$ 47,939

Variable Interest Entity | Whitmore JV | Affiliated Entity

Variable Interest Entity [Line Items]

Interest sold (in percent)

50.00%

Net (loss)/income

$ (200)

$ 200

Initiating member's equity interest

90.00%

Period of written notice

3 years

Shell | Variable Interest Entity | Whitmore Manufacturing, LLC | Affiliated Entity

Variable Interest Entity [Line Items]

Interest sold (in percent)

50.00%

Consideration received

$ 13,400

Proceeds from sale of variable interest entity

5,300

Intangible assets received on disposal of variable interest entity

$ 8,100

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[2]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Variable Interest Entity [Line Items]
Cash	$ 14,721	$ 16,619
Inventories, net	177,909	150,114
Prepaid expenses and other current assets	26,494	10,610
Property, plant and equipment, net	85,814	87,032
Total assets	1,047,672	995,360
Other long-term liabilities	144,844	140,306
Total liabilities	531,500	$ 510,949
Variable Interest Entity \| Whitmore JV \| Affiliated Entity
Variable Interest Entity [Line Items]
Cash	4,128
Accounts receivable, net	6,783
Inventories, net	2,990
Prepaid expenses and other current assets	202
Property, plant and equipment, net	10,638
Intangible assets, net	6,681
Other assets	76
Total assets	31,498
Accounts payable	2,980
Accrued and other current liabilities	1,798
Other long-term liabilities	5
Total liabilities	$ 4,783

CONSOLIDATION OF VARIABLE INTEREST ENTITIES AND REDEEMABLE NONCONTROLLING INTEREST - Changes In Redeemable Noncontrolling Interest (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2022 USD ($)
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	$ 15,325
Ending balance	17,404
Variable Interest Entity \| Whitmore Manufacturing, LLC
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance	15,325
Net income attributable to redeemable noncontrolling interest	79
Contributions from noncontrolling interest	2,000
Ending balance	$ 17,404

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 51,303	$ 46,136
Work in process	4,935	7,471
Finished goods	126,921	100,792
Total inventories	183,159	154,399
Less: Obsolescence reserve	(5,250)	(4,285)
Inventories, net	$ 177,909	$ 150,114

GOODWILL AND INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance at beginning of period	$ 224,658
Currency translation	(1,094)
Balance at end of period	243,452
Falcon acquisition
Goodwill [Roll Forward]
Goodwill acquisitions	18,196
CG and ACG acquisitions
Goodwill [Roll Forward]
Goodwill acquisitions	1,686
Shoemaker acquisition
Goodwill [Roll Forward]
Shoemaker acquisition	6
Contractor Solutions
Goodwill [Roll Forward]
Balance at beginning of period	190,152
Currency translation	(82)
Balance at end of period	209,958
Contractor Solutions \| Falcon acquisition
Goodwill [Roll Forward]
Goodwill acquisitions	18,196
Contractor Solutions \| CG and ACG acquisitions
Goodwill [Roll Forward]
Goodwill acquisitions	1,686
Contractor Solutions \| Shoemaker acquisition
Goodwill [Roll Forward]
Shoemaker acquisition	6
Engineered Building Solutions
Goodwill [Roll Forward]
Balance at beginning of period	25,007
Currency translation	(728)
Balance at end of period	24,279
Engineered Building Solutions \| Falcon acquisition
Goodwill [Roll Forward]
Goodwill acquisitions	0
Engineered Building Solutions \| CG and ACG acquisitions
Goodwill [Roll Forward]
Goodwill acquisitions	0
Engineered Building Solutions \| Shoemaker acquisition
Goodwill [Roll Forward]
Shoemaker acquisition	0
Specialized Reliability Solutions
Goodwill [Roll Forward]
Balance at beginning of period	9,499
Currency translation	(284)
Balance at end of period	9,215
Specialized Reliability Solutions \| Falcon acquisition
Goodwill [Roll Forward]
Goodwill acquisitions	0
Specialized Reliability Solutions \| CG and ACG acquisitions
Goodwill [Roll Forward]
Goodwill acquisitions	0
Specialized Reliability Solutions \| Shoemaker acquisition
Goodwill [Roll Forward]
Shoemaker acquisition	$ 0

GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2022	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Ending Gross Amount	$ 344,961	$ 313,388
Accumulated Amortization	(89,141)	(73,648)
Trademarks and Trade Names
Indefinite-lived Intangible Assets [Line Items]
Ending Gross Amount	$ 66,448	61,097
Patents
Finite-Lived Intangible Assets [Line Items]
Weighted Avg Life (Years)	11 years
Ending Gross Amount	$ 11,223	9,417
Accumulated Amortization	$ (8,384)	(8,065)
Customer lists and amortized trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted Avg Life (Years)	14 years
Ending Gross Amount	$ 324,395	297,909
Accumulated Amortization	$ (76,463)	(61,368)
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Avg Life (Years)	5 years
Ending Gross Amount	$ 800	939
Accumulated Amortization	$ (230)	(258)
Other
Finite-Lived Intangible Assets [Line Items]
Weighted Avg Life (Years)	8 years
Ending Gross Amount	$ 8,543	5,123
Accumulated Amortization	$ (4,064)	$ (3,957)

GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense of intangible assets	$ 5.8	$ 5.2	$ 16.4	$ 19.4
Amortization of inventory purchase accounting adjustment	$ 3.9		$ 3.9

GOODWILL AND INTANGIBLE ASSETS - Schedule of Estimated Future Amortization (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 5,800
2024	20,662
2025	19,927
2026	19,321
2027	18,553
Thereafter	171,557
Total	$ 255,820

SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of restricted shares granted	$ 5.4	$ 4.6	$ 9.4	$ 27.7
Fair value of restricted shares vested	$ 4.7	$ 5.9	$ 10.1	$ 14.1
2015 Plan \| Stock Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)	421,174		421,174

SHARE-BASED COMPENSATION - Schedule of Share-Based Compensation (Details) - Restricted Stock - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 2,566	$ 2,287	$ 7,296	$ 6,223
Related income tax benefit	(640)	(549)	(1,823)	(1,494)
Net share-based compensation expense	$ 1,926	$ 1,738	$ 5,473	$ 4,729

SHARE-BASED COMPENSATION - Stock Option Activity (Details) - Stock Options $ / shares in Units, $ in Millions	9 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of Shares
Outstanding at beginning of period (in shares) \| shares	10,800
Exercised (in shares) \| shares	(10,800)
Outstanding at end of period (in shares) \| shares	0
Exercisable at end of period (in shares) \| shares	0
Weighted Average Price
Weighted Average Price Outstanding at beginning of period (in USD per share) \| $ / shares	$ 25.23
Weighted Average Price Exercised (in USD per share) \| $ / shares	25.23
Weighted Average Price Outstanding at end of period (in USD per share) \| $ / shares	0
Weighted Average Price Exercisable at end of period (in USD per share) \| $ / shares	$ 0
Outstanding Aggregate Intrinsic Value \| $	$ 0.0
Exercisable Aggregate Intrinsic Value \| $	$ 0.0

SHARE-BASED COMPENSATION - Restricted Share Activity (Details) - Restricted Stock	9 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Shares
Outstanding at beginning of period (in shares) \| shares	228,331
Granted (in shares) \| shares	96,189
Vested (in shares) \| shares	(86,547)
Canceled (in shares) \| shares	(4,582)
Outstanding at end of period (in shares) \| shares	233,391
Weighted Average Grant Date Fair Value
Outstanding at beginning of period (in USD per share) \| $ / shares	$ 126.02
Granted (in USD per share) \| $ / shares	131.21
Vested (in USD per share) \| $ / shares	85.68
Canceled (in USD per share) \| $ / shares	109.91
Outstanding at end of period (in USD per share) \| $ / shares	$ 138.11

SHARE-BASED COMPENSATION (Restricted Stock Activity) - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2022
Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)				96,189
Unvested restricted shares outstanding (in shares)	233,391			233,391		228,331
Unrecognized compensation costs related to unvested restricted shares	$ 21.9			$ 21.9
Weighted average vesting period				2 years 9 months 18 days
Fair value of restricted shares granted	5.4	$ 4.6		$ 9.4	$ 27.7
Fair value of restricted shares vested	$ 4.7	$ 5.9		$ 10.1	$ 14.1
Restricted Shares \| Joe Armes, CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)			31,496
Restricted Stock Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested restricted shares outstanding (in shares)	99,474	102,306		99,474	102,306
Restricted Stock Performance Shares \| Cliff Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)	0	0		21,087	47,845
Vesting period				36 months
Restricted Stock Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting range				0.00%
Restricted Stock Performance Shares \| Minimum \| Cliff Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting range				0.00%
Restricted Stock Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting range				200.00%
Restricted Stock Performance Shares \| Maximum \| Cliff Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting range				200.00%
Restricted Stock Performance Shares \| Joe Armes, CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)			27,559
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting range			60.00%
Restricted Stock Units (RSUs) \| Joe Armes, CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)			19,685
Restricted Stock Units (RSUs) \| Successor CEO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance-based vesting range			40.00%

LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 276,534	$ 252,775
Less: Current portion	(561)	(561)
Long-term debt	$ 275,973	$ 252,214
Whitmore \| Secured Term Loan
Debt Instrument [Line Items]
Interest rate	6.39%	2.45%
Whitmore Term Loan, interest rate of 5.14% and 2.45%	$ 9,354	$ 9,775
Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate	5.92%	1.95%
Revolving Credit Facility, interest rate of 4.05% and 1.95%	$ 267,180	$ 243,000

LONG-TERM DEBT (Revolving Credit Agreement) - Additional Information (Details) - USD ($)

1 Months Ended

9 Months Ended

May 18, 2021

May 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 15, 2022

Dec. 14, 2022

Mar. 31, 2022

Borrowings on line of credit

$ 122,777,000

$ 52,513,000

^[1]

Repayments of long-term debt

99,018,000

$ 63,934,000

^[1]

Line of Credit

Revolving Credit Facility

Maximum leverage ratio

Percentage of voting equity interests in first-tier foreign subsidiaries

0.65

Line of credit outstanding amount

267,180,000

$ 243,000,000

Revolving Credit Facility | Line of Credit

Maximum borrowing capacity

Debt instrument, term

5 years

$ 400,000,000

$ 300,000,000

$ 500,000,000

$ 400,000,000

Line of credit facility, accordion feature

150,000,000

Debt discount and issuance costs

$ 2,300,000

$ 700,000

Borrowings on line of credit

122,800,000

Repayments of long-term debt

98,600,000

Line of credit outstanding amount

267,200,000

243,000,000

Line of credit facility, remaining borrowing capacity

$ 232,800,000

$ 157,000,000

Maximum leverage ratio

3.75

Minimum fixed charge coverage ratio

1.25

Revolving Credit Facility | LIBOR

Revolving Credit Facility | Fed Funds Effective Rate Overnight Index Swap Rate

1.00%

Revolving Credit Facility | Minimum | Line of Credit

0.50%

Commitment fee percentage

0.15%

Revolving Credit Facility | Minimum | Prime Rate | Line of Credit

Revolving Credit Facility | Minimum | LIBOR | Line of Credit

0.25%

Revolving Credit Facility | Maximum | Line of Credit

1.25%

Commitment fee percentage

0.40%

Revolving Credit Facility | Maximum | Prime Rate | Line of Credit

Revolving Credit Facility | Maximum | LIBOR | Line of Credit

1.50%

Letter of Credit | Line of Credit

2.50%

Maximum borrowing capacity

$ 25,000,000

Swingline Loans | Line of Credit

Maximum borrowing capacity

$ 10,000,000

[1]	*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K

LONG-TERM DEBT (Whitmore Term Loan) - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended
	May 18, 2021	Jul. 31, 2014	Dec. 31, 2022	Mar. 31, 2022
LIBOR \| Revolving Credit Facility
Debt Instrument [Line Items]
Spread on interest rate	1.00%
Whitmore \| Secured Term Loan
Debt Instrument [Line Items]
Debt instrument, periodic principal payment		$ 140
Principal amount outstanding under term loan			$ 9,354	$ 9,775
Whitmore \| Secured Term Loan \| LIBOR
Debt Instrument [Line Items]
Spread on interest rate		2.00%

LEASES - Additional Information (Details)	Dec. 31, 2022
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	25 years

LEASES - Components of Operating Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 2,727	$ 2,472	$ 8,002	$ 7,302
Short-term lease expense	227	73	635	231
Total operating lease expense	$ 2,954	$ 2,545	$ 8,637	$ 7,533

LEASES - Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Leases [Abstract]
Right-of-use assets, net	$ 61,801	$ 67,076
Short-term lease liabilities	9,764	9,269
Long-term lease liabilities	57,671	63,275
Total operating lease liabilities	$ 67,435	$ 72,544
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued and other current liabilities	Accrued and other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other long-term liabilities	Other long-term liabilities

LEASES - Supplemental Cash Flow (Details) - USD ($) $ in Thousands	9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 8,184	$ 7,205
Right-of-use assets obtained in exchange for new operating lease obligations	$ 2,348	$ 7,280

LEASES - Other Information for Operating Leases (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term (in years)	7 years 3 months	8 years 3 months 18 days
Weighted average discount rate	2.30%	2.30%

LEASES - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Leases [Abstract]
Year Ending March 31, 2023 (excluding the nine months ended December 31, 2022)	$ 2,853
2024	11,071
2025	10,859
2026	10,510
2027	10,280
Thereafter	27,774
Total lease liabilities	73,347
Less: Imputed interest	(5,912)
Present value of lease liabilities	$ 67,435	$ 72,544

DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Additional Information (Details) - Interest Rate Swap - USD ($) $ in Millions	Dec. 31, 2022	Mar. 31, 2022
Derivative [Line Items]
Notional amount	$ 9.4	$ 9.8
Cash receipt	$ 0.2

DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING - Fair Value of Derivatives (Details) - Hedging Instrument - Interest Rate Swap - USD ($) $ in Thousands	Dec. 31, 2022	Mar. 31, 2022
Derivatives, Fair Value [Line Items]
Current derivative asset	$ 379	$ 0
Current derivative liabilities	0	109
Non-current derivative liabilities	$ 0	$ 233

EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

^[3]

Jun. 30, 2021

^[3]

Dec. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Less: Net loss (income) attributable to redeemable noncontrolling interest

$ 15,499

$ 9,750

^[1]

$ 69,451

$ 48,794

^[1],[2]

100

(444)

^[1]

(79)

(855)

^[1]

Net income attributable to CSW Industrials, Inc.

$ 15,599

$ 24,331

$ 29,443

$ 9,306

^[1]

$ 18,171

$ 20,461

$ 69,372

$ 47,939

^[1]

Weighted average shares:

Common stock (in shares)

15,364

15,690

15,413

15,641

Participating securities (in shares)

112

104

107

111

Denominator for basic earnings per common share (in shares)

15,476

15,794

^[1]

15,520

15,752

^[1]

Potentially dilutive securities (in shares)

Denominator for diluted earnings per common share (in shares)

15,512

15,844

^[1]

15,554

15,809

^[1]

Net income per share attributable to CSW Industrials, Inc. shareholders:

Basic (in USD per share)

$ 1.01

$ 0.59

^[1]

$ 4.47

$ 3.04

^[1]

Diluted (in USD per share)

$ 1.01

$ 0.59

^[1]

$ 4.46

$ 3.03

^[1]

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[2]	*Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K
[3]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

SHAREHOLDERS' EQUITY (Details) - USD ($)							3 Months Ended		9 Months Ended		26 Months Ended
SHAREHOLDERS' EQUITY (Details) - USD ($)	Feb. 10, 2023	Jan. 13, 2023	Apr. 14, 2022	Apr. 15, 2021	Apr. 04, 2019	Nov. 07, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 16, 2022	Oct. 30, 2020
Equity, Class of Treasury Stock [Line Items]
Dividend declared (in USD per share)			$ 0.17	$ 0.15	$ 0.135
Dividends paid							$ 2,600,000	$ 2,400,000	$ 7,900,000	$ 7,100,000
Approved quarterly dividend rate (in USD per share)							$ 0.17
Forecast
Equity, Class of Treasury Stock [Line Items]
Dividend cash paid (in USD per share)	$ 0.17
Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Dividend declared (in USD per share)		$ 0.17
2018 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Share repurchase program authorized amount						$ 75,000,000
Share repurchase program term						2 years
Shares repurchased (in shares)							866	4,175	336,347
Shares repurchased, amount							$ 100,000	$ 500,000	$ 35,700,000
2020 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Share repurchase program authorized amount													$ 100,000,000
Shares repurchased (in shares)											462,462
Shares repurchased, amount											$ 50,100,000
2022 Share Repurchase Program
Equity, Class of Treasury Stock [Line Items]
Share repurchase program authorized amount												$ 100,000,000
Shares repurchased (in shares)									0

RETIREMENT PLANS - Schedule of Net Pension Benefit (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Service and other costs	$ 15	$ 12	$ 45	$ 36
Interest cost on projected benefit obligation	36	34	107	101
Expected return on assets	(11)	(28)	(34)	(84)
Amortization of net actuarial loss	11	18	32	53
Pension plan termination	453	0	453	0
Net pension benefit	$ 504	$ 36	$ 603	$ 106

RETIREMENT PLANS - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Pension plan curtailment benefit		$ 453	$ 0	$ 453	$ 0
Canadian Plan \| Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Percent of participants that accepted lump sum payment offer	50.00%
Overall termination charge, net of tax	$ 400
Canadian Plan \| Pension Plan \| Qualified Plan
Defined Benefit Plan Disclosure [Line Items]
Aggregate amount of lump sum payments	700
Additional contribution required due to termination	100
Pension plan curtailment benefit	$ 500

INCOME TAXES (Details)
$ in Thousands

3 Months Ended

9 Months Ended

Dec. 31, 2022

USD ($)

segment

Dec. 31, 2021

USD ($)

Mar. 31, 2021

USD ($)

Dec. 31, 2022

USD ($)

segment

Dec. 31, 2021

USD ($)

Dec. 15, 2020

USD ($)

Dec. 14, 2020

USD ($)

Income Tax Examination [Line Items]

Income (loss) from continuing operations before income taxes

$ 18,175

$ 12,138

^[1]

$ 89,683

$ 63,860

^[1]

Income tax expense (benefit)

$ 2,676

$ 2,388

^[1]

$ 20,232

$ 15,066

^[1]

Effective tax rate

14.70%

19.70%

22.60%

23.60%

TRUaire acquisition

Income Tax Examination [Line Items]

Tax contingency reserve

$ 17,300

Tax indemnification asset

$ 7,500

$ 5,300

$ 7,500

$ 12,500

Tax indemnification asset released in accordance with purchase agreement

$ 1,500

$ 5,000

Canada Revenue Agency | March 31, 2017 to March 31, 2020

Income Tax Examination [Line Items]

Number of subsidiaries under audit | segment

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Mar. 31, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Dec. 31, 2022

Dec. 31, 2021

AOCI Attributable to Parent, Net of Tax [Roll Forward]

Other comprehensive income (loss)

$ 498,768

$ 483,033

$ 466,720

$ 469,086

$ 452,972

^[1]

$ 434,970

^[1]

$ 415,450

^[1]

$ 469,086

$ 415,450

^[1]

1,700

(3,038)

(2,022)

(30)

^[2]

(419)

^[1]

387

^[1]

(3,360)

(62)

^[2]

AOCI Attributable to Parent, Net of Tax [Roll Forward]

498,768

483,033

466,720

463,758

^[1]

452,972

^[1]

434,970

^[1]

498,768

463,758

^[1]

Subsequent Event

Losses on cash flow hedges expected to be reclassified to earnings within next 12 months (less than)

100

Currency translation adjustments:

AOCI Attributable to Parent, Net of Tax [Roll Forward]

Other comprehensive income (loss)

(8,514)

(10,120)

(4,438)

(4,436)

(4,394)

(4,438)

(4,394)

1,606

(71)

(4,076)

(113)

AOCI Attributable to Parent, Net of Tax [Roll Forward]

(8,514)

(10,120)

(4,507)

(4,436)

(8,514)

(4,507)

Interest rate swaps:

Other comprehensive income (loss)

300

339

(270)

(825)

(803)

(270)

(803)

(39)

570

Unrealized gains (losses), net of taxes

(39)

516

(100)

Reclassification, net of tax

171

Interest rate swaps, unrealized gain, tax

300

339

(732)

(825)

300

(732)

(10)

(137)

Reclassification from AOCI, current period, tax

(15)

(14)

(45)

Defined benefit plans:

AOCI Attributable to Parent, Net of Tax [Roll Forward]

$ (220)

(353)

$ (366)

(767)

$ (799)

(366)

(799)

Defined benefit plans, amortization of net gains (losses), net of taxes

(220)

$ (353)

(819)

$ (767)

(220)

(819)

AOCI Attributable to Parent, Net of Tax [Roll Forward]

Reclassification, net of tax

133

(52)

146

(20)

Reclassification from AOCI, current period, tax

$ (35)

$ 14

$ (39)

$ 5

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.
[2]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

REVENUE RECOGNITION (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Change in Contract Liabilities [Roll Forward]

$ 171,093

$ 136,286

^[1]

$ 562,219

$ 453,136

^[1]

Revenue recognized during the period

1,026

(910)

New contracts and revenue added to existing contracts during the period

326

442

Build-to-order

21,509

21,890

68,366

67,301

Book-and-ship

149,584

114,396

493,853

385,835

Contractor Solutions

Contractor Solutions | Build-to-order

110,171

81,005

374,377

294,538

Contractor Solutions | Book-and-ship

Engineered Building Solutions

110,171

81,005

374,377

294,538

Engineered Building Solutions | Build-to-order

24,619

23,905

78,978

73,389

Engineered Building Solutions | Book-and-ship

21,509

21,890

68,366

67,301

Specialized Reliability Solutions

3,110

2,015

10,612

6,088

Specialized Reliability Solutions | Build-to-order

36,303

31,376

108,864

85,209

Specialized Reliability Solutions | Book-and-ship

$ 36,303

$ 31,376

$ 108,864

$ 85,209

[1]	Prior period has been adjusted to reflect the change in inventory accounting method, as described in the Company's fiscal 2022 Annual Report on Form 10-K.

SEGMENTS - Additional Information (Details)	9 Months Ended
SEGMENTS - Additional Information (Details)	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of reportable segments	3

SEGMENTS (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

$ 171,093

$ 136,286

^[1]

$ 562,219

$ 453,136

^[1]

23,112

13,449

^[1]

99,302

68,443

^[1]

Contractor Solutions

Engineered Building Solutions

110,171

81,005

374,377

294,538

Specialized Reliability Solutions

24,619

23,905

78,978

73,389

36,303

31,376

108,864

85,209

Reportable Segments

171,093

136,286

562,219

453,136

Reportable Segments | Contractor Solutions

28,007

17,908

114,246

82,267

110,171

81,005

374,377

294,538

Reportable Segments | Engineered Building Solutions

21,829

11,324

90,416

67,589

24,619

23,905

78,978

73,389

Reportable Segments | Specialized Reliability Solutions

2,257

3,200

10,172

9,388

36,303

31,376

108,864

85,209

3,921

3,384

13,658

5,290

Intersegment revenue

Intersegment revenue | Contractor Solutions

1,768

1,462

5,549

1,590

Intersegment revenue | Engineered Building Solutions

1,736

1,454

5,454

1,510

Intersegment revenue | Specialized Reliability Solutions

Eliminations and Other, excluding Intersegment revenue

Eliminations and Other

(1,768)

(1,462)

(5,549)

(1,590)