cswi-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 001-37454


CSW INDUSTRIALS, INC. (Exact name of registrant as specified in its charter)


Delaware						47-2266942
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5420 Lyndon B. Johnson Freeway, Suite 500, Dallas, Texas						75240
(Address of principal executive offices)						(Zip Code)

(214) 884-3777

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol (s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CSWI

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 24, 2024, there were 16,816,110 shares of the issuer’s common stock outstanding.

CSW INDUSTRIALS, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page No.
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
	Consolidated Statements of Income and Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2024 and 202 3 (unaudited)	2
	Consolidated Balance Sheets as of September 30, 2024 and March 31, 202 4 (unaudited)	3
	Consolidated Statements of Equity as of September 30 , 2024 and 2023 (unaudited)	4
	Consolidated Statements of Cash Flows for the six months ended Sep tember 30 , 202 4 and 202 3 (unaudited)	6
	Notes to the Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CSW INDUSTRIALS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Three Months Ended September 30,				Six Months Ended September 30,
(Amounts in thousands, except per share amounts)	2024		2023		2024		2023
Revenues, net	$	227,926	$	203,653	$	454,103	$	407,013
Cost of revenues	(124,025)		(112,694)		(242,781)		(223,887)
Gross profit	103,901		90,959		211,322		183,126
Selling, general and administrative expenses	(52,352)		(48,966)		(104,712)		(95,927)

Operating income	51,549		41,993		106,610		87,199
Interest expense, net	(1,341)		(3,306)		(3,861)		(7,315)
Other income (expense), net	(677)		1,926		(418)		2,240
Income before income taxes	49,531		40,613		102,331		82,124
Provision for income taxes	(12,910)		(10,431)		(26,859)		(20,885)
Net income	36,621		30,182		75,472		61,239
Less: Income attributable to redeemable noncontrolling interest	(570)		(127)		(828)		(572)

Net income attributable to CSW Industrials, Inc.	$	36,051	$	30,055	$	74,644	$	60,667


Net income per share attributable to CSW Industrials, Inc.
Basic	$	2.27	$	1.93	$	4.75	$	3.91
Diluted	$	2.26	$	1.93	$	4.73	$	3.90

Weighted average number of shares outstanding:
Basic	15,866		15,544		15,701		15,532
Diluted	15,941		15,588		15,770		15,568

See accompanying notes to consolidated financial statements.

CSW INDUSTRIALS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended September 30,				Six Months Ended September 30,
(Amounts in thousands)	2024		2023		2024		2023
Net income	$	36,621	$	30,182	$	75,472	$	61,239
Other comprehensive income (loss):
Foreign currency translation adjustments	2,068		(2,354)		1,181		(1,840)
Cash flow hedging activity, net of taxes of $312, $(128), $295 and $(522), respectively	(1,173)

SEC Form 10-Q filed by CSW Industrials Inc.