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What changed in CSW INDUSTRIALS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CSW INDUSTRIALS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+320 added−304 removedSource: 10-K (2025-05-22) vs 10-K (2024-05-23)

Top changes in CSW INDUSTRIALS, INC.'s 2025 10-K

320 paragraphs added · 304 removed · 233 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

68 edited+26 added−9 removed36 unchanged
Biggest changeOur key product types and brand names are shown below in alphabetical order: Product Types Brand Names • condensate pads, pans and pumps • AquaGuard® • condensate switches and traps • Aspen® Pumps* • drain waste and vent systems mechanical products • Clean Check® • ductless mini-split systems installation support tools and accessories • Cover Guard TM • electrical protection for HVAC/R • Desolv TM • grilles, registers, diffusers and vents • Dust Free® • installation supplies for HVAC/R • EZ Trap® • line set covers • Falcon Stainless® • maintenance chemicals for HVAC/R • Fortress® • refrigerant caps • Goliath® • solvents, cements and thread sealants • G-O-N® • wire pulling head tools • Guardian Drain Lock® • Hubsett TM • Kickstart® • Leak Freeze® • No. 5® • Novent® • PRO-Fit TM • RectorSeal® • Safe-T-Switch® • Shoemaker Manufacturing® • Slimduct® • SureSeal® • TRU-BLU TM • TRUaire® *We are the exclusive US provider of this brand 2 Table of Contents New Product Development – Customer experience is a core competency in our Contractor Solutions segment.
Biggest changeOur key product types and brand names are shown below in alphabetical order: Product Types Brand Names • condensate pads, pans and pumps • AquaGuard® • condensate switches and traps • Aspen Manufacturing TM * • drain management systems • Aspen® Pumps** • drain waste and vent systems mechanical products • Clean Check® • ductless mini-split systems installation support tools and accessories • Cover Guard TM • electrical protection for HVAC • Desolv TM • evaporator coils and air handlers* • Dust Free® • grilles, registers, diffusers and vents • EZ Trap® • installation supplies for HVAC • Falcon Stainless® • line set covers • Fortress® • load management systems • Goliath® • maintenance chemicals for HVAC • G-O-N® • refrigerant caps • Guardian Drain Lock® • solvents, cements, traps, vents, and thread sealants • Hubsett TM • surge protection products • Kickstart® • wire pulling head tools • Leak Freeze® • No. 5® • Novent® • PF WaterWorks TM • PRO-Fit® • PSP Products TM • RectorSeal® • Safe-T-Switch® • Shoemaker Manufacturing® • Slimduct® • SureSeal® • TRU-BLU TM • TRUaire® *Acquired May 1, 2025.
We also have a long history of innovation, through which we have developed a robust line of products to solve our customers' specific challenges. These products are distributed through an extensive wholesale distribution network serving the HVAC/R, architecturally-specified buildings products, plumbing, general industrial, energy, rail transportation and mining end markets.
We also have a long history of innovation, through which we have developed a robust line of products to solve our customers' specific challenges. These products are distributed through an extensive wholesale distribution network serving the HVAC/R, architecturally-specified buildings products, plumbing, general industrial, energy, rail transportation, mining and electrical end markets.
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, general industrial, energy, rail transportation and mining.
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, general industrial, energy, rail transportation, mining and electrical.
Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”). Our products are sold directly to end-users or through designated channels in over 100 countries around the world, primarily including the U.S., Canada, the U.K. and Australia.
Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”). Our products are sold directly to end-users or through designated channels in over 100 countries around the world, primarily in the U.S., Canada, the U.K. and Australia.
Customers – Specialized Reliability Solutions products are primarily sold through value-added distribution partners, as well as maintenance and repair operations or catalog channels. Our Specialized Reliability Solutions organization provides both market-specific and product line specific training to both the distribution partners and potential end-users.
Customers – Specialized Reliability Solutions products are primarily sold through value-added distribution partners, as well as maintenance and repair operations or catalog channels. Our Specialized Reliability Solutions' organization provides both market-specific and product line specific training to both the distribution partners and potential end-users.
Our specialists often visit end-users with distribution partners to advise on critical application issues, which enhances our ability to both “pull” demand from the end-user and “push” demand to distributor partners. Specialized Reliability Solutions customers include petrochemical facilities, industrial manufacturers, construction companies, utilities, plant maintenance customers, building contractors and rail and mining operators, among others.
Our specialists often visit end-users with distribution partners to advise on critical application issues, which enhances our ability to both “pull” demand from the end-user and “push” demand to distributor partners. Specialized Reliability Solutions' customers include petrochemical facilities, industrial manufacturers, construction companies, utilities, plant maintenance customers, building contractors and rail and mining operators, among others.
We maintain a culture that engages and rewards the performance of key leaders that is supported through LTIP, an equity compensation plan through which employees receive equity awards in the form of restricted common stock and performance shares. More than 100 employees received one or both of these forms of equity awards in fiscal 2024.
We maintain a culture that engages and rewards the performance of key leaders that is supported through LTIP, an equity compensation plan through which employees receive equity awards in the form of restricted common stock and performance shares. More than 100 employees received one or both of these forms of equity awards in fiscal 2025.
For the year ended March 31, 2024, no single customer represented 10% or more of our net revenues. These factors have enabled us to generate strong organic revenue growth performance, while remaining focused on strong profitability through optimizing our manufacturing processes.
For the year ended March 31, 2025, no single customer represented 10% or more of our net revenues. These factors have enabled us to generate strong organic revenue growth performance, while remaining focused on strong profitability through optimizing our manufacturing processes.
As these products protect and enhance the operation of large capital equipment, qualification is based on the proof of value in application, resulting in a high changeover risk barrier. Typical competitors include Exxon-Mobil, Fuchs, Kleuber, Shell and South Coast Products.
As these products protect and enhance the operation of large capital equipment, qualification is based on the proof of value in application, resulting in a high changeover risk barrier. Typical competitors include Exxon-Mobil, Fuchs, Kluber, Shell and South Coast Products.
Every year, through online and in-person training, our employees receive training on all topics addressed in our Code, and they are required to certify that they will comply with our Code. 8 Table of Contents Compensation and Benefits We strive to support both the short-term and long-term well-being of our employees.
Every year, through online and in-person training, our employees receive training on all topics addressed in our Code, and they are required to certify that they will comply with our Code. Compensation and Benefits We strive to support both the short-term and long-term well-being of our employees.
In the fourth quarter of fiscal year ended March 31, 2024, we acquired Dust Free, LP., based in Royse City, Texas, which offers an extensive line of patented products for residential and commercial indoor air quality and HVAC/R applications.
In the fourth quarter of fiscal year ended March 31, 2024, we acquired 100% of the outstanding equity of Dust Free, LP., based in Royse City, Texas, which offers an extensive line of patented products for residential and commercial indoor air quality and HVAC/R applications.
These products help minimize maintenance downtime, protect and extend the working life of large capital equipment such as cranes, rail transportation systems, mining equipment, oil rigs and rotating and grinding equipment found in various industrial segments such as steel mills, canning and bottling, mining and cement.
These products help minimize maintenance down-time, protect and extend the working life of large capital equipment such as cranes, rail transportation systems, mining equipment, oil rigs and rotating and grinding equipment found in various industrial segments such as steel mills, canning and bottling, mining and cement.
The survey results are reviewed by our senior leadership team and shared with our managers and employees who collaborate to act on identified areas of improvement to implement measures of success. About 75% of our employees participated in our fiscal 2024 survey, which was conducted through Great Place To Work®.
The survey results are reviewed by our senior leadership team and shared with our managers and employees who collaborate to act on identified areas of improvement to implement measures of success. About 82% of our employees participated in our fiscal 2025 survey, which was conducted through Great Place To Work®.
Inorganic Growth Investment with Proven Track Record We believe our experience in identifying, completing and integrating acquisitions is one of our core competitive strengths, as evidenced by our portfolio of more than 10 acquisitions completed since the inception of the Company.
Inorganic Growth Investment with Proven Track Record We believe our experience in identifying, completing and integrating acquisitions is one of our core competitive strengths, as evidenced by our portfolio of 17 acquisitions completed since the inception of the Company.
Employee feedback from the survey indicated our overall employee engagement score remains high and in February 2024, we received the Great Place To Work® Certification™ marking the second consecutive year that we have received the award.
Employee feedback from the survey indicated our overall employee engagement score remains high and in February 2025, we received the Great Place To Work® Certification™, marking the third consecutive year that we have received the award.
We ensure the quality of in-house and outsourced manufactured products through our stringent quality control review procedures backed by our "RectorSeal to the Rescue" commitment around quality, warranty and differentiated support.
We ensure the quality of internally- and externally-manufactured products through our stringent quality control review procedures backed by our "RectorSeal to the Rescue" commitment around quality, warranty and differentiated support.
These products enhance, repair or condition the internal working systems of industrial systems and are critical to ensuring safe, efficient and effective long-term operational integrity. 3 Table of Contents Our key product types and brand names are shown below in alphabetical order: Product Types Brand Names • anti-seize products • AccuTrack® • compounds, lubricants and sealants • Air Sentry® • contamination control • BioRail® • desiccant breather filtration products • Deacon® • industrial maintenance and repairs • Envirolube® XE Extreme • lubricant management systems • Extreme® • operations solutions • Gearmate® 1000 ICT • rail friction modifiers • Jet-Lube® • sealants • Kopr-Kote® • Matrix® • NCS-30® ECF TM • OilSafe® • RailArmor® • Rocket Wrap® • Run-N-Seal® ECF TM • TOR Armor® • Whitmore® New Product Development – We develop relationships with end-users and channel partners to understand a multitude of operating conditions where technical innovation or enhancement is needed.
Our key product types and brand names are shown below in alphabetical order: Product Types Brand Names • anti-seize products • AccuTrack® • compounds, lubricants and sealants • Air Sentry® • contamination control • BioRail® • desiccant breather filtration products • Deacon® • industrial maintenance and repairs • Envirolube® XE Extreme • lubricant management systems • Extreme® • operations solutions • Gearmate® 1000 ICT • rail friction modifiers • Jet-Lube® • sealants • Kopr-Kote® • Matrix® • NCS-30® ECF TM • OilSafe® • RailArmor® • Run-N-Seal® ECF TM • TOR Armor® • Whitmore® 4 Table of Contents New Product Development – We develop relationships with end-users and channel partners to understand a multitude of operating conditions where technical innovation or enhancement is needed.
As a result of maintaining a consistent focus on our employee-centric culture, the retention rate (excluding retirements) for our high performance talent in the fiscal year ended March 31, 2024 was 94%, representing a 3% improvement from prior fiscal year.
As a result of maintaining a consistent focus on our employee-centric culture, the retention rate (excluding retirements) for our high performance talent in the fiscal year ended March 31, 2025 was 94%.
As part of our commitment to our employees, we provide a safe work environment, ongoing training and professional development, competitive compensation and a generous health and retirement benefits package that includes an employee stock ownership plan ("ESOP"), a defined contribution plan ("401(k)"), paid time off and health and wellness care. 7 Table of Contents As of March 31, 2024, we employed approximately 2,600 individuals globally.
As part of our commitment to our employees, we provide a safe work environment, ongoing training and professional development, competitive compensation and a generous health and retirement benefits package that includes an employee stock ownership plan ("ESOP"), a defined contribution plan ("401(k)"), paid time off and health and wellness care.
It provides an innovative line of installation and service products designed to create efficiency and expediency for the professional trades. Our Contractor Solutions segment is strategically positioned to grow in each market served by leveraging our sales channels and distribution networks. HVAC/R contractors ask for our products by name, and professional plumbers have been using our industry-leading solutions for generations.
It provides an innovative line of installation and service products designed to create efficiency and expediency for the professional trades. Our Contractor Solutions segment is strategically positioned to grow in each market served by leveraging our sales channels and distribution networks.
The safety and sustainability of our engineered building products enables them to be easily incorporated into the Leadership in Energy and Environmental Design (“LEED”) building market. 4 Table of Contents Our key product types and brand names are shown below in alphabetical order: Product Types Brand Names • architectural railings and metals • Balco® Expansion Joint Systems • fire and smoke protection solutions • BlazeSeal TM • fire stopping solutions • Greco® Architectural Railings & Metals • pre-engineered and custom architectural building components • IllumiTread TM • Metacaulk® • MetaflexPro TM • Smoke Guard® Elevator Protection • Smoke Guard® Large Curtain Solutions • Smoke Guard® Perimeter Protection New Product Development – Strategic investment in new product innovation, technical advancement, and customer-driven product development enhances demand for our products and enriches our relationships with end-users.
Our key product types and brand names are shown below in alphabetical order: Product Types Brand Names • architectural railings and metals • Balco® Expansion Joint Systems • fire and smoke protection solutions • BlazeSeal TM • fire stopping solutions • Greco® Architectural Railings & Metals • pre-engineered and custom architectural building components • IllumiTread® • Metacaulk® • MetaflexPro TM • Smoke Guard® Elevator Protection • Smoke Guard® Large Curtain Solutions • Smoke Guard® Perimeter Protection New Product Development – Strategic investment in new product innovation, technical advancement, and customer-driven product development enhances demand for our products and enriches relationships with end-users.
Competitors range from small entrepreneurial companies with a single product, to large multinational original equipment manufacturers (“OEMs”). In the products serving the HVAC/R end market category, we compete with DiversiTech, DuraVent, Intermatic, Little Giant, NSI Industries, Nu-Calgon, RGF and others. In the products serving the plumbing end market category, we compete with BrassCraft, IPS, J.R. Smith, Mainline, Oatey and others.
Competition – Our competition in the Contractor Solutions segment is varied. Competitors range from small entrepreneurial companies with a single product, to large multinational original equipment manufacturers (“OEMs”). In the products serving the HVAC/R end market category, we compete with DiversiTech, DuraVent, Intermatic, Little Giant, NSI Industries, Nu-Calgon, RGF and others.
Government Regulations Our operations are subject to an array of foreign, federal, state and local regulatory requirements including, but not limited to trade, labor and environmental, health and safety matters. Management believes that our business is operated in material compliance with all such regulations.
Government Regulations Our operations are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management, labor and health and safety matters. Management believes that our business is operated in material compliance with all such regulations.
We also actively monitor the competitive landscape and develop new products and modify existing products in our research and development (“R&D”) labs co-located with our manufacturing sites in Royse City, Texas; Fall River, Massachusetts; Houston, Texas; Dong Nai, Vietnam; and Cle Elum, Washington. Competition – Our competition in the Contractor Solutions segment is varied.
We also actively monitor the competitive landscape and develop new products and modify existing products in our research and development (“R&D”) labs 3 Table of Contents co-located with our manufacturing sites in Brookshire, Texas, Dong Nai, Vietnam; Fall River, Massachusetts; Houston, Texas; Humble, Texas; Manassas, Virginia; Royse City, Texas; and Cle Elum, Washington.
In the third quarter of fiscal year ended March 31, 2023, we acquired Falcon Stainless, Inc ("Falcon"), based in Temecula, California, which offers products that enhance water flow delivery. In the second quarter of fiscal year ended March 31, 2023, we acquired the assets of Cover Guard, Inc. (“CG”) and AC Guard, Inc.
In the third quarter of fiscal year ended March 31, 2023, we acquired 100% of the outstanding equity of Falcon Stainless, Inc, based in Temecula, California, which offers products that enhance water flow delivery.
We provide developmental opportunities to help our employees build the skills necessary to reach their career goals, including on-the-job training, online learning, professional memberships, and leadership and management training.
Successful execution of the Company's strategy depends on attracting and retaining highly qualified individuals. We provide developmental opportunities to help our employees build the skills necessary to reach their career goals, including on-the-job training, online learning, professional memberships, and leadership and management training.
In addition, we seek to leverage our existing customer base to cross-sell our products and solutions across our three business segments, thereby driving organic growth. 6 Table of Contents We Innovate New Products to Accelerate Organic Growth The collaborative relationships and open feedback channels we have with our distributors and end-users allow us to add value not only through enhancing and adapting existing products and solutions, but also through efficiently developing new products and solutions to meet existing and future customer needs.
We Innovate New Products to Accelerate Organic Growth The collaborative relationships and open feedback channels we have with our distributors and end-users allow us to add value not only through enhancing and adapting existing products and solutions, but also through efficiently developing new products and solutions to meet existing and future customer needs.
Some of these are single location distributors, while the majority are regional or national distributors with up to hundreds of locations. Our products are generally sold domestically; however, a small portion is sold internationally through similar channels. A small number of OEMs purchase these products directly.
Customers – Our primary customers are wholesalers and distributors in the HVAC/R and plumbing end markets. Some of these are single location distributors, while the majority are regional or national distributors with up to hundreds of locations. Our products are generally sold domestically; however, a small portion is sold internationally through similar channels.
In the fire and smoke protection solutions category, we compete with McKeon, US Smoke & Fire, Won Door and others, typically based on product quality, knowledge of building codes and customer service. In the architecturally-specified building component, we compete primarily with Construction Specialties, Emseal and InPro on the basis of product quality, price and driving architectural specifications.
In the fire and smoke protection solutions category, we compete with McKeon, US Smoke & Fire, Won Door and others, typically based on product quality, knowledge of building codes and customer service.
For financial information regarding our segments, see Note 20 to our consolidated financial statements included in Item 8 Financial Statements and Supplementary Data ("Item 8") of this Annual Report. 1 Table of Contents Business Segment Key End Use Markets Contractor Solutions • HVAC/R • Plumbing • General Industrial • Architecturally-Specified Building Products Specialized Reliability Solutions • Energy • General Industrial • Mining • Rail Transportation Engineered Building Solutions • Architecturally-Specified Building Products Contractor Solutions Our Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for the professional trades.
Business Segment Key End Use Markets Contractor Solutions • HVAC/R • Plumbing • General Industrial • Architecturally-Specified Building Products • Electrical Specialized Reliability Solutions • Energy • General Industrial • Mining • Rail Transportation Engineered Building Solutions • Architecturally-Specified Building Products 2 Table of Contents Contractor Solutions Our Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for the professional trades.
Business Segments Our business is organized into three reportable segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. The table below provides an overview of these business segments.
Aspen Manufacturing will be included in our Contractor Solutions segment after the acquisition date. 1 Table of Contents Business Segments Our business is organized into three reportable segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. The table below provides an overview of these business segments.
We primarily focus on commercially-proven products and solutions that would benefit from a broader distribution network and are attractive to customers in our targeted end markets. Once acquired, we strive to utilize our extensive distribution networks to increase revenue by selling those products and solutions to our diversified customer base.
We primarily focus on commercially-proven products and solutions that would benefit from a broader distribution network and are attractive to customers in our targeted end markets.
Seasonality – A significant portion of our products are sold into the HVAC/R market, which is seasonal by nature. While products are sold throughout the year, revenues tend to peak during the spring and summer months. Specialized Reliability Solutions Our Specialized Reliability Solutions segment provides products for increasing the reliability, efficiency, performance and lifespan of industrial assets.
A small number of OEMs purchase these products directly. Seasonality – A significant portion of our products are sold into the HVAC/R market, which is seasonal by nature. While products are sold throughout the year, revenues tend to peak during the spring and summer months.
Our team of sales representatives, engineers and other technical personnel continues to proactively collaborate with our distributors and contractors to enhance and adapt existing products and solutions to meet evolving customer needs.
Our team of sales representatives, engineers and other technical personnel continues to proactively collaborate with our distributors and contractors to enhance and adapt existing products and solutions to meet evolving customer needs. In addition, we seek to leverage our existing customer base to cross-sell our products and solutions across our three business segments, thereby driving organic growth.
For example, RectorSeal's No. 5 ® pipe thread sealant is widely regarded as an industry standard for thread sealants for HVAC/R, plumbing and electrical applications. Additionally, we believe Whitmore's Kopr-Kote ® anti-seize lubricant is recognized as the anti-seize compound of choice for use in oil and gas drilling operations, where it is requested by name.
Additionally, we believe Whitmore's Kopr-Kote ® anti-seize lubricant is recognized as the anti-seize compound of choice for use in oil and gas drilling operations, where it is requested by name.
Most of our products are sold through distribution channels, and we compete in this space by leveraging the breadth of our product lines, customer service and pricing. Customers – Our primary customers are wholesalers and distributors in the HVAC/R and plumbing end markets.
In the products serving the plumbing end market category, we compete with BrassCraft, IPS, J.R. Smith, Mainline, Oatey and others. Most of our products are sold through distribution channels, and we compete in this space by leveraging the breadth of our product lines, customer service and pricing.
For example, in all of our reportable segments, we have taken actions to consolidate our 5 Table of Contents manufacturing footprint and distribution centers in order to optimize capacity, improve efficiency and leverage technologies while enhancing product quality.
For example, in all of our reportable segments, we have taken actions to consolidate our manufacturing footprint and distribution centers in order to optimize capacity, improve efficiency and leverage technologies while enhancing product quality. Diverse Sales and Distribution Channels Many of our products are sold through full-service distribution networks where product knowledge and customer satisfaction are key success factors.
Also available on our website are our Corporate Governance Guidelines and Code of Business Conduct, as well as the charters for the Audit, Compensation & Talent Development, and Nominating & Corporate Governance Committees of our Board of Directors and other important governance documents.
We also make these filings available free of charge on our website (www.cswindustrials.com) as soon as reasonably practicable after we electronically file those documents with the SEC. 10 Table of Contents Also available on our website are our Corporate Governance Guidelines and Code of Business Conduct, as well as the charters for the Audit, Compensation & Talent Development, and Nominating & Corporate Governance Committees of our Board of Directors and other important governance documents.
The strong, long-term relationships we have developed with our wholesale distribution partners and exclusive dealers position us to successfully introduce organically developed products and acquired products. In addition, our extensive distribution network allows us to reach and serve niche end markets that provide organic growth opportunities and a source of opportunities for our acquisition strategy.
In addition, our extensive distribution network allows us to reach and serve niche end markets that provide organic growth opportunities and a source of opportunities for our acquisition strategy.
We analyze our compensation and benefits program annually, and make changes as necessary, to ensure we remain competitive. We believe maintaining competitive pay and benefits for our employees is important to promote professional excellence and career progression.
We analyze our compensation and benefits program annually, and make changes as necessary, to ensure we remain competitive.
While we have implemented policies, 9 Table of Contents practices and procedures to prevent and mitigate risks, violations may occur in the future as a result of human error, equipment failure or other causes.
To date, the cost of such compliance has not had a material impact on our capital expenditures, earnings or competitive position or that of our operating subsidiaries. While we have implemented policies, practices and procedures to prevent and mitigate risks, violations may occur in the future as a result of human error, equipment failure or other causes.
We gather "voice of the customer" market research through organized focus groups and online surveys, as well as through less formal channels. Ideas for new products or enhancements to existing products are also generated by our relationships with end-users, independent sales representatives, distributors and our internal sales and marketing team.
Ideas for new products or enhancements to existing products are also generated by our relationships with end-users, independent sales representatives, distributors and our internal sales and marketing team.
We assess employee engagement through targeted surveys, which provide feedback on a variety of subjects including safety, communications, diversity and inclusion, performance management, development opportunities, respect and recognition and management support.
No unionized facility accounted for more than 10% of our consolidated revenues for the fiscal year ended March 31, 2025. We assess employee engagement through targeted surveys, which provide feedback on a variety of subjects including safety, communications, performance management, development opportunities, respect and recognition and management support.
Regionally, approximately 1,300 of our employees are in North America, approximately 1,300 are in Asia Pacific, and approximately 10 are in Europe, the Middle East and Africa. Our workforce is made up of approximately 460 salaried employees and 2,100 hourly employees. Of these employees, approximately 1.7% of our U.S. workforce is represented by unions.
As of March 31, 2025, we employed approximately 2,600 individuals globally. Regionally, approximately 1,200 of our employees are in North America, approximately 1,400 are in Asia Pacific, and approximately 10 are in Europe, the Middle East and Africa. Our workforce is made up of approximately 500 salaried employees and 2,100 hourly employees.
Our 401(k) plan has a 91% participation rate, which is significantly higher than the recognized industry benchmark of approximately 63% according to Principal's manufacturing benchmark. Current and former domestic employees who have participated in our ESOP collectively own approximately 3% of the company. We believe this ESOP strongly aligns the interests of our employees with those of our stockholders.
Current and former domestic employees who have participated in our ESOP collectively own approximately 3% of the company. We believe this ESOP strongly aligns the interests of our employees with those of our stockholders.
We focus on product enhancements and product line extensions that are designed to meet the specific application needs of the professional trades. Customer-centric solutions underpin our strong industrial brands and reputation for high quality products, in turn leading us to realize improved customer retention and loyalty.
Customer-centric solutions underpin our strong industrial brands and reputation for high quality products, in turn leading us to realize improved customer retention and loyalty.
Raw Materials and Suppliers We rely on suppliers and commodity markets to secure components and raw materials such as base oils, copper flakes, steel, aluminum, polyvinyl chloride and tetra-hydrofuran. We acquire raw materials and components from numerous sources, and we do not depend on a single source of supply for any significant amount of raw materials and components.
We acquire raw materials and components from numerous sources, and we do not depend on a single source of supply for any significant amount of raw materials and components.
We invested more than $140.0 million for the multiple acquisitions made in fiscal 2022, 2023 and 2024. Culture of Product Enhancement and Customer-Centric Solutions Our highly-trained and specialized personnel work closely with our customers, industry experts and research partners to continuously improve our existing products to meet evolving customer and end market requirements.
Culture of Product Enhancement and Customer-Centric Solutions Our highly-trained and specialized personnel work closely with our customers, industry experts and research partners to continuously improve our existing products to meet evolving customer and end market requirements. We focus on product enhancements and product line extensions that are designed to meet the specific application needs of the professional trades.
Identifying strategic end markets yielding sustainable growth, expanding market share through our new product development and targeted acquisitions are all components of our strategy. We Leverage Existing Customer Relationships and Products and Solutions We expect to drive revenue growth by leveraging our reputation for providing high quality products to our broad customer base.
We Leverage Existing Customer Relationships and Products and Solutions We expect to drive revenue growth by leveraging our reputation for providing high quality products to our broad customer base.
Utilizing our supply chain management experience and expertise, honed through successful management of supply chain challenges caused by the COVID-19 pandemic, we continue to take proactive steps to limit the impact of current and anticipated supply chain challenges.
Utilizing our supply chain management experience and expertise, we continue to take proactive steps to limit the impact of current and anticipated supply chain challenges, including the imposition of new or increased tariffs and duties on exported and imported goods.
Workplace Health and Safety We are committed to creating and maintaining a safe, healthy working environment, and we have developed a health and safety program that focuses on implementing policies and training programs to ensure that all employees understand this commitment. We maintain a global Environmental, Health & Safety policy that is applicable to all our employees, operations and activities.
Our company-wide (all employees) voluntary retention rate (excluding retirements) was 85%, representing a 2% improvement from the prior fiscal year. 8 Table of Contents Workplace Health and Safety We are committed to creating and maintaining a safe, healthy working environment, and we have developed a health and safety program that focuses on implementing policies and training programs to ensure that all employees understand this commitment.
We also have an employee organization in Vietnam. We believe that relations with our employees throughout our operations are generally positive, including those employees represented by unions or employee organizations. No unionized facility accounted for more than 10% of our consolidated revenues for the fiscal year ended March 31, 2024.
Of these employees, approximately 1.4% of our U.S. workforce is represented by unions. We also have an employee organization in Vietnam. We believe that relations with our employees throughout our operations are generally positive, including those employees represented by unions or employee organizations.
We manufacture the majority of our mechanical and chemical products in-house, and we also strategically engage third-party manufacturers for outsourced products and act as a master distributor for other products.
HVAC/R contractors ask for our products by name, and the professional trades have been using our industry-leading solutions for generations. We manufacture the majority of our mechanical and chemical products internally, we strategically engage third-party manufacturers for outsourced products and we act as a master distributor for certain products.
Historically, we have pursued product-line acquisitions with relatively low integration risk that have the potential to benefit from our extensive distribution network and manufacturing efficiencies. More recently, we began targeting commercially-proven products and solutions that are attractive in our existing end markets where we can drive revenue growth, improved profitability and increased cash flow.
Historically, we have pursued product-line acquisitions with relatively low integration risk that have the potential to benefit from our extensive distribution network and manufacturing efficiencies.
Through our commercial team and supply chain partners, our Specialized Reliability Solutions segment delivers products that solve equipment maintenance challenges and protect assets in the most demanding environments and extreme conditions. Our customers depend on their mission-critical equipment, and thus they depend on our trusted specialty lubricants, compounds, sealants, desiccant breather filtration products, and lubrication management systems.
Specialized Reliability Solutions Our Specialized Reliability Solutions segment provides products for increasing the reliability, efficiency, performance and lifespan of industrial assets. Through our commercial team and supply chain partners, our Specialized Reliability Solutions segment delivers products that protect assets in the most demanding environments and extreme conditions and solve equipment maintenance challenges.
Our health and safety strategies are consistently reviewed and updated as changes occur in our business, and employees are empowered to identify and report safety concerns and take corrective actions. Our commitment to these health and safety practices was evidenced in how we responded to and managed through the COVID-19 pandemic.
We maintain a global Environmental, Health & Safety policy that is applicable to all our employees, operations and activities. Our health and safety strategies are consistently reviewed and updated as changes occur in our business, and employees are empowered to identify and report safety concerns and take corrective actions.
In calendar year 2024, Cigna recognized our wellness program with their Gold-level Healthy Workforce Designation marking the third consecutive year that we have received Cigna’s highest honor. Our retirement savings program includes a 401(k) plan and an Employee Stock Ownership Plan ("ESOP").
Helping our employees stay healthy and safe is a priority, and our quarterly wellness challenges engage employees and often incorporate community-outreach efforts and special events. In calendar year 2024, Cigna recognized our wellness program with their Gold-level Healthy Workforce Designation marking the fourth consecutive year that we have received Cigna’s highest honor.
Our Specialized Reliability Solutions segment manufactures and supplies highly specialized consumables that impart or enhance properties such as lubricity, anti-seize qualities, friction, sealing and heat control. Our high performance products are typically used in harsh operating conditions, including extreme heat and pressure and chemical exposure, where commodity products would fail.
These high performance products are typically used in harsh operating conditions, including extreme heat and pressure and chemical exposure, where commodity products would fail.
As part of our comprehensive total rewards program, our employees are eligible to participate in Company-subsidized medical, dental, vision, life, short-term and long-term disability insurance plans. We provide employees with a paid supplemental life and accident insurance plan and we offer employees the opportunity to contribute to a Flexible Spending Account and a Health Savings Account.
We believe maintaining competitive pay and benefits for our employees is important to promote professional excellence and career progression. 9 Table of Contents As part of our comprehensive total rewards program, our employees are eligible to participate in Company-subsidized medical, dental, vision, life, short-term and long-term disability insurance plans.
Customers – Fire and smoke protection products are sold through internal sales and installation teams, as well as local building products distributors that also perform installations and service. Architecturally-specified building components and fire stopping solutions are primarily sold through independent sales representatives and building product distributors to general contractors or subcontractors.
In the architecturally-specified building component, we compete primarily with Construction Specialties, Emseal and InPro on the basis of product quality, price and driving architectural specifications. 5 Table of Contents Customers – Fire and smoke protection products are sold through internal sales and installation teams, as well as local building products distributors that also perform installations and service.
Broad Portfolio of Industry Leading Products and Solutions In our targeted end markets, we have industry-leading positions among our broad portfolio of products. We believe our products and solutions are differentiated from those of our competitors by superior performance, quality and total value delivered to customers.
Our Competitive Strengths As discussed in this section, we believe we have a variety of competitive strengths. Broad Portfolio of Industry Leading Products and Solutions In our targeted end markets, we have industry-leading positions among our broad portfolio of products.
Training, Development and Ethics Consistent with our belief that our employees are our most valuable assets, developing our people is a critical aspect of our culture. Successful execution of the Company's strategy depends on attracting and retaining highly qualified individuals.
For the first three months of calendar 2025, our TRIR was 0.8 and our LTIR was 0.13, demonstrating our consistent, sharp focus on safety performance and improving the safety performance of acquired companies. Training, Development and Ethics Consistent with our belief that our employees are our most valuable assets, developing our people is a critical aspect of our culture.
Engineered Building Solutions' end use customers include multi-family residential buildings, educational facilities and institutions, warehouses, construction companies, plant maintenance companies, building contractors and repair service companies, among others. Our Competitive Strengths As discussed in this section, we believe we have a variety of competitive strengths.
Architecturally-specified building components and fire stopping solutions are primarily sold through independent sales representatives and building product distributors to general contractors or subcontractors. Engineered Building Solutions' end use customers include multi-family residential buildings, educational facilities and institutions, warehouses, construction companies, plant maintenance companies, building contractors and repair service companies, among others.
Further, we cannot predict the nature, scope or effect of future environmental legislation or regulatory requirements that could be imposed, or how existing or future laws or regulations will be administered or interpreted. Available Information We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (“SEC”).
Further, we cannot predict the nature, scope or effect of future environmental legislation or regulatory requirements that could be imposed, or how existing or future laws or regulations will be administered or interpreted. There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of recessions, and the effects of potential trade policies, including tariffs.
Our SEC filings are available to the public at the SEC’s website (www.sec.gov). We also make these filings available free of charge on our website (www.cswindustrials.com) as soon as reasonably practicable after we electronically file those documents with the SEC.
Our SEC filings are available to the public at the SEC’s website (www.sec.gov).
Diverse Sales and Distribution Channels Many of our products are sold through full-service distribution networks where product knowledge and customer satisfaction are key success factors. We primarily market through an international network of both internal and third-party sales representatives that call on our wholesale distributors, contractors and direct customers.
We primarily market through a network of both internal and third-party sales representatives that call on our wholesale distributors, contractors and direct customers. The strong, long-term relationships we have developed with our wholesale distribution partners and exclusive dealers position us to successfully introduce organically developed products and acquired products.
For the calendar year ended December 31, 2023, our total recordable incident rate ("TRIR") for employees was a historically low rate of 0.9, which included the TRIR performance of recently-acquired companies. For the first three months of calendar 2024, our TRIR was 1.1.
For the calendar year ended December 31, 2024, our total recordable incident rate ("TRIR") for employees was 1.2, which was a slight increase over the prior calendar year as we integrated newly acquired businesses and brought their safety programs up to our high standards.
("ACG"), based in Orlando, Florida, which offer lineset covers and HVAC/R condenser protection cages. In the third quarter of the fiscal year ended March 31, 2022, we acquired Shoemaker Manufacturing ("Shoemaker") based in Cle Elum, Washington, which offers high-quality customizable GRDs for commercial and residential markets, and expands CSWI’s HVAC/R product offering and regional exposure in the northwest U.S.
In the second quarter of fiscal year ended March 31, 2023, we acquired the assets of Cover Guard, Inc. and AC Guard, Inc., based in Orlando, Florida, which offer lineset covers and HVAC/R condenser protection cages. We invested almost $200.0 million for the multiple acquisitions made in fiscal years 2023, 2024 and 2025.
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Through the height of the COVID-19 pandemic, we worked closely with our customers to provide them with the products and services they needed to continue conducting their operations.
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On April 29, 2025, we announced our intention to transfer the listing of our common stock from the Nasdaq Global Select Market to the New York Stock Exchange, effective on or about June 9, 2025. CSWI common stock will trade on the New York Stock Exchange under the stock symbol “CSW”.
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This included ensuring that our supply chains were secure, that we maintained an adequate level of inventory to meet our customers' needs and that we remained able to operate our facilities at the levels required to meet customer demand. Our Growth Strategy We are focused on creating long-term stockholder value by increasing our revenue, profitability and cash flow.
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Recent Developments On May 2, 2025, the Company entered into a Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto. The Third Amended and Restated Credit Agreement renewed the Company’s existing Revolving Credit Facility, which refreshed the term for five years and increased the commitment to $700.0 million.
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Our company-wide (all employees) voluntary retention rate (excluding retirements) was 83%, which reflects the same retention rate from the prior fiscal year.
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Refer to Note 8 for additional information. On May 1, 2025, the Company completed the acquisition of 100% of the equity interests of Aspen Manufacturing, LLC.
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Our wellness plan offers a range of programs focused on improving health awareness and well-being. Helping our employees stay healthy and safe is a priority, and our quarterly wellness challenges engage employees and often incorporate community-outreach efforts and special events.
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In accordance with the terms of the acquisition agreements, we paid an aggregate purchase price of approximately $330.4 million, including cash consideration, estimated working capital true-up payment and opening cash, which was funded with a combination of cash on hand and borrowings under our existing Revolving Credit Facility, as defined in Note 8.
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Diversity and Inclusion We are committed to promoting equal employment opportunities in all our operations, which begins with the employee recruiting process and continues through our employees' relationship with the Company. We also believe that a truly innovative workforce needs to be diverse and must leverage the skills and perspectives of a broad range of backgrounds and experiences.
Added
Aspen Manufacturing is one of the largest independent evaporator coil and air handler manufacturers for the HVAC/R industry and is a recognized leader in product quality and indoor comfort. Aspen Manufacturing’s current product suite includes a vast range of high-quality residential and light commercial evaporator coils, blowers, and air handling units for single-family, multi-family, and manufactured homes.
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It is our policy, specifically noted in our Code, that we do not tolerate discrimination for any reason, including without limitation race, color, religion, marital status, gender, gender identity, veteran status, sexual orientation, disability or perceived disability, whether or not such discrimination violates law.
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For financial information regarding our segments, see Note 20 to our consolidated financial statements included in Item 8 Financial Statements and Supplementary Data ("Item 8") of this Annual Report.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe industries in which we operate are highly competitive, and we face significant competition from both large domestic and international competitors and from smaller regional competitors. Our competitors may improve their competitive position in our served markets by successfully introducing new or substitute products, improving their manufacturing processes or expanding their capacity or manufacturing facilities.
Biggest changeOur competitors may improve their competitive position in our served markets by successfully introducing new or substitute products, improving their manufacturing processes or expanding their capacity or manufacturing facilities. Further, some of our competitors benefit from advantageous cost positions that could make it increasingly difficult for us to compete in markets for less-differentiated applications.
Our operations and earnings may also be significantly affected by changes in oil, gas and petrochemical prices and drilling activities, which depend on local, regional and global events or conditions that affect supply and demand for the relevant commodity. Product demand may not be sufficient to utilize current or future capacity.
Our operations and earnings may also be affected by changes in oil, gas and petrochemical prices and drilling activities, which depend on local, regional and global events or conditions that affect supply and demand for the relevant commodity. Product demand may not be sufficient to utilize current or future capacity.
Our international sales and manufacturing operations, including our use of third-party manufacturers for certain products that we sell, involve inherent risks that could result in harm to our business. We have worldwide sales and manufacturing operations in North America, Europe, the Middle East, Australia and Asia, including Vietnam.
Our international sales and manufacturing operations, including our use of third-party manufacturers for certain products that we sell, involve inherent risks that could result in harm to our business. We have worldwide sales and manufacturing operations in North America, Europe, the Middle East, Australia and Asia.
You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this Annual Report that could cause actual results to differ. We assume no obligation to update or revise these forward-looking statements, except as required by law. 21 Table of Contents ITEM 1B: UNRESOLVED STAFF COMMENTS Not applicable.
You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this Annual Report that could cause actual results to differ. We assume no obligation to update or revise these forward-looking statements, except as required by law. 22 Table of Contents ITEM 1B: UNRESOLVED STAFF COMMENTS Not applicable.
Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to: • our business strategy; • changes in local political, economic, social and labor conditions; • potential disruptions from wars and military conflicts, including geopolitical uncertainty due to the conflicts in the Middle East and Ukraine; 20 Table of Contents • future levels of revenues, operating margins, income from operations, net income or earnings per share; • the ability to respond to anticipated inflationary pressure, including reductions on consumer discretionary income and our ability to pass along rising costs through increased selling prices; • anticipated levels of demand for our products and services; • the actual impact to supply, production levels and costs from global supply chain logistics and transportation challenges; • future levels of research and development, capital, environmental or maintenance expenditures; • our beliefs regarding the timing and effects on our business of health and safety, tax, environmental or other legislation, rules and regulations; • the success or timing of completion of ongoing or anticipated capital, restructuring or maintenance projects; • expectations regarding the acquisition or divestiture of assets and businesses; • our ability to obtain appropriate insurance and indemnities; • the potential effects of judicial or other proceedings, including tax audits, on our business, financial condition, results of operations and cash flows; • the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation; • the expected impact of accounting pronouncements; and • the other factors listed above under “Risk Factors.” Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements.
Forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to: • our business strategy; • changes in local political, economic, social and labor conditions; • potential disruptions from wars and military conflicts, including geopolitical uncertainty due to the conflicts in the Middle East and Ukraine; • future levels of revenues, operating margins, income from operations, net income or earnings per share; • the ability to respond to inflationary pressure, including reductions on consumer discretionary income and our ability to pass along rising costs through increased selling prices; • anticipated levels of demand for our products and services; • the actual impact to supply, production levels and costs from global supply chain logistics and transportation challenges; • future levels of research and development, capital, environmental or maintenance expenditures; • our beliefs regarding the timing and effects on our business of health and safety, tax, environmental or other legislation, rules and regulations; • the success or timing of completion of ongoing or anticipated capital, restructuring or maintenance projects; • expectations regarding the acquisition or divestiture of assets and businesses; • our ability to obtain appropriate insurance and indemnities; • the potential effects of judicial or other proceedings, including tax audits, on our business, financial condition, results of operations and cash flows; • the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation; • the expected impact of accounting pronouncements; • changes in global trade policies and tariffs; and • the other factors listed above under “Risk Factors”. 21 Table of Contents Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements.
Despite our efforts to timely comply with climate change initiatives, implement 11 Table of Contents measures to improve our operations and execute on our related strategies and initiatives, any actual or perceived failure to comply with new or additional requirements or meet stakeholder expectations with respect to the impacts of our operations on the environment and related strategies and initiatives may result in adverse publicity and increased litigation risk, which could adversely impact our business, financial condition, results of operation and cash flow.
Despite our efforts to timely comply with climate change initiatives, implement measures to improve our operations and execute on our related strategies and initiatives, any actual or perceived failure to comply with new or additional requirements or meet stakeholder expectations with respect to the impacts of our operations on the environment and related strategies and initiatives may result in adverse publicity and increased litigation risk, which could adversely impact our business, financial condition, results of operation and cash flow.
If these technologies, systems, products or services are damaged, cease to function properly, are compromised due to employee or third-party contractor error, user error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving denial of service attacks, unauthorized access, malicious software, or other intrusions, including by criminals, nation states or insiders, our business may be adversely 13 Table of Contents impacted.
If these technologies, systems, products or services are damaged, cease to function properly, are compromised due to employee or third-party contractor error, user error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving denial of service attacks, unauthorized access, malicious software, or other intrusions, including by criminals, nation states or insiders, our business may be adversely impacted.
The loss of any of our key leaders or failure to fill new positions created by expansion, turnover or retirement could adversely affect our ability to implement our business strategy. The competition for talent has become increasingly intense, and we may experience increased employee turnover due to a tightening labor market, resulting in skilled labor shortages.
The loss of any of our key leaders or failure to fill new positions created by expansion, turnover or retirement could adversely affect our ability to implement our business strategy. The competition for talent has become increasingly intense, and we may experience increased employee turnover due to a tightening labor market, 15 Table of Contents resulting in skilled labor shortages.
If we are not in compliance with the FCPA and other anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and 18 Table of Contents remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity.
If we are not in compliance with the FCPA and other anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity.
After acquisition, such assumptions and judgments may prove to be inaccurate due to a variety of circumstances, which could adversely affect the anticipated returns or which are otherwise not recoverable as an adjustment to the purchase price. Additionally, actual operating results for an acquisition may vary significantly from initial estimates.
After acquisition, such assumptions and judgments may prove to be inaccurate due to a variety of circumstances, which could adversely affect the anticipated returns or which are otherwise not recoverable as an adjustment to 16 Table of Contents the purchase price. Additionally, actual operating results for an acquisition may vary significantly from initial estimates.
Accordingly, any disruptions to a critical suppliers' operations or the availability of key product inputs could have a material adverse effect on our business and results of operations. Macroeconomic conditions have caused supply chains for many companies to be interrupted, slowed or temporarily rendered inoperable.
Accordingly, any disruptions to a critical suppliers' operations or the availability of key product inputs could have a material adverse effect on our business and results of 13 Table of Contents operations. Macroeconomic conditions have caused supply chains for many companies to be interrupted, slowed or temporarily rendered inoperable.
The effect of such tax law changes or regulations and interpretations, 16 Table of Contents as well as any additional tax reform legislation in the U.S., U.K, Canada, Australia, Vietnam or elsewhere, could have a material adverse effect on our business, financial condition and results of operations.
The effect of such tax law changes or regulations and interpretations, as well as any additional tax reform legislation in the U.S., U.K, Canada, Australia, Vietnam or elsewhere, could have a material adverse effect on our business, financial condition and results of operations.
We may seek to hedge against commodity price fluctuations and credit risk by using structured financial instruments such as futures, options, swaps and forward contracts. Use of structured financial instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested.
We may seek to hedge against commodity price fluctuations and interest rate risk by using structured financial instruments such as futures, options, swaps and forward contracts. Use of structured financial instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested.
Consequently, our operations are subject to extensive environmental, health and safety laws and regulations at the international, national, state and local level in multiple jurisdictions. These laws and regulations govern, among other things, air emissions, wastewater discharges, solid and hazardous waste management, site remediation programs and chemical use and management.
Consequently, our operations are subject to extensive environmental, health and safety laws and 18 Table of Contents regulations at the international, national, state and local level in multiple jurisdictions. These laws and regulations govern, among other things, air emissions, wastewater discharges, solid and hazardous waste management, site remediation programs and chemical use and management.
In addition, because certain of our products are manufactured 19 Table of Contents by third parties, we have necessarily shared some of our intellectual property with those third parties.
In addition, because certain of our products are manufactured by third parties, we have necessarily shared some of our intellectual property with those third parties.
As a manufacturing company, we rely on a positive relationship with our employees to produce our products and maintain our manufacturing processes and productivity. As of March 31, 2024, we had approximately 2,600 full-time employees, of which 15 were subject to collective bargaining agreements in the United States, and approximately 1,300 of which are located in Vietnam.
As a manufacturing company, we rely on a positive relationship with our employees to produce our products and maintain our production processes and productivity. As of March 31, 2025, we had approximately 2,600 full-time employees, of which 16 were subject to collective bargaining agreements in the United States, and approximately 1,400 of which are located in Vietnam.
As of March 31, 2024, we had goodwill of $247.2 million recorded in our consolidated balance sheet. We evaluate the recoverability of recorded goodwill annually, as well as when we changed reporting units and when events or circumstances indicate the possibility of impairment.
As of March 31, 2025, we had goodwill of $264.1 million recorded in our consolidated balance sheet. We evaluate the recoverability of recorded goodwill annually, as well as when we changed reporting units and when events or circumstances indicate the possibility of impairment.
As of March 31, 2024, we had a reserve of $17.0 million relating to uncertain tax positions, and taxing authorities may disagree with the positions we have taken regarding the tax treatment or characterization of our transactions.
As of March 31, 2025, we had a reserve of $14.7 million relating to uncertain tax positions, and taxing authorities may disagree with the positions we have taken regarding the tax treatment or characterization of our transactions.
In addition, supply chain shortages have negatively impacted, and could continue to negatively impact, our manufacturing costs and logistics costs and, in turn, our gross margins. We may also be required to pay higher prices for raw materials due to inflationary trends regardless of supply. In addition, inflation can also result in higher interest rates.
In addition, supply chain shortages and cost increases due to new or increased tariffs have negatively impacted, and could continue to negatively impact, our manufacturing costs and logistics costs and, in turn, our gross margins. We may also be required to pay higher prices for raw materials due to inflationary trends regardless of supply.
On March 21, 2024, the Judicial Panel on Multidistrict Litigation issued an order consolidating the petitions for review in the U.S. Court of Appeals for the Eighth Circuit; and, on April 4, 2024, the SEC issued an order that the climate-related disclosure rules were stayed pending the completion of judicial review of the consolidated Eighth Circuit petitions.
Court of Appeals for the Eighth Circuit; and, on April 4, 2024, the SEC issued an order that the climate-related disclosure rules were stayed pending the completion of judicial review of the consolidated Eighth Circuit petitions.
We are required to make scheduled repayments and, under certain events of default, accelerated repayments on our outstanding indebtedness, which may require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness.
Financial Risks Our outstanding indebtedness and the restrictive covenants in the agreements governing our indebtedness limit our operating and financial flexibility. We are required to make scheduled repayments and, under certain events of default, accelerated repayments on our outstanding indebtedness, which may require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness.
Inorganic growth is an important part of our strategic growth plan, and we also seek to acquire businesses, some of which may be material, in pursuit of our plans.
Strategic Transactions and Investments Risks Our acquisition and integration of businesses could negatively impact our financial results. Inorganic growth is an important part of our strategic growth plan, and we also seek to acquire businesses, some of which may be material, in pursuit of our plans.
The industries in which we operate are highly competitive, and many of our products are in highly competitive markets. We may lose market share to producers of other products that directly compete with or that can be substituted for our products.
We may lose market share to producers of other products that directly compete with or that can be substituted for our products. The industries in which we operate are highly competitive, and we face significant competition from both large domestic and international competitors and from smaller regional competitors.
The challenge to attract and retain qualified talent in the current competitive labor market could lead to increased wage inflation or impede our ability to execute certain key strategic initiatives as we respond to labor shortages.
The challenge to attract and retain qualified talent in the current competitive labor market could lead to increased wage inflation or impede our ability to execute certain key strategic initiatives as we respond to labor shortages. Failure to successfully attract and retain an appropriately qualified workforce could materially adversely affect our business, financial condition, and results of operations.
Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could negatively affect our stock price, limit our ability to access capital markets in the future, and require additional costs to improve internal control systems and procedures. 17 Table of Contents Legal and Regulatory Risks Regulatory and statutory changes applicable to us or our customers could adversely affect our financial condition and results of operations.
Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could negatively affect our stock price, limit our ability to access capital markets in the future, and require additional costs to improve internal control systems and procedures.
We must conform our operations to applicable regulatory requirements and adapt to changes in such requirements in all jurisdictions in which we operate. Certain materials we use in the manufacture of our products can represent potentially significant health and safety concerns. We use hazardous substances and generate hazardous wastes in certain of our manufacturing operations.
Certain materials we use in the manufacture of our products can represent potentially significant health and safety concerns. We use hazardous substances and generate hazardous wastes in certain of our manufacturing operations.
The loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our revenues and operating results to decline as a result of increased competition. In addition, others may obtain knowledge of our trade secrets through independent development or other access by legal means.
The loss of employees who have specialized knowledge and expertise could harm our competitive position and cause our revenues and operating results to decline as a result of increased competition.
It is possible that additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. Market, Economic and Geopolitical Risks Adverse changes in global economic conditions, particularly in the U.S., could materially adversely affect our financial position, results of operations and cash flows.
It is possible that additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. Market, Economic and Geopolitical Risks Changes in global trade policy and the impact on tariffs may have a material adverse effect on our business and results of operations.
Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.
In addition, others may obtain knowledge of our trade secrets through independent development or other access by legal means. 20 Table of Contents Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition or results of operations.
In addition, adverse publicity in relation to our products could have a significant effect on future revenues, and insurance may not continue to be available at economically acceptable premiums. As a result, our insurance coverage may not cover the full scope and extent of claims against us or losses that we incur.
In addition, adverse publicity in relation to our products could have a significant effect on future revenues, and insurance may not continue to be available at economically acceptable premiums.
Our failure to obtain, maintain and comply with necessary permits, licenses, registrations or authorizations for the conduct of our business could result in fines or penalties, which may be significant. Additionally, any such failure could restrict or otherwise prohibit certain aspects of our operations, which could have a material adverse effect on our business, financial condition and results of operations.
Our failure to obtain, maintain and comply with necessary permits, licenses, registrations or authorizations for the conduct of our business could result in fines or penalties, which may be significant.
Current or future efforts by the government to manage inflationary pressures or stimulate the economy may result in unintended economic consequences, which could have a direct and indirect adverse impact on our business and results of operations. 12 Table of Contents While we believe many challenges are temporary and can be managed in the near-term, our business and results of operations could be materially adversely affected by prolonged or increasing supply chain disruptions.
Current or future efforts by the government to manage inflationary pressures or stimulate the economy may result in unintended economic consequences, which could have a direct and indirect adverse impact on our business and results of operations.
If these regulations were to change, demand for our products could be reduced and our results of operations could be adversely affected. Compliance with extensive environmental, health and safety laws could require material expenditures, changes in our operations or site remediation. Our operations and properties are subject to regulation under environmental laws, which can impose substantial sanctions for violations.
Compliance with extensive environmental, health and safety laws could require material expenditures, changes in our operations or site remediation. Our operations and properties are subject to regulation under environmental laws, which can impose substantial sanctions for violations. We must conform our operations to applicable regulatory requirements and adapt to changes in such requirements in all jurisdictions in which we operate.
We and many of our customers are subject to various national, state and local laws, rules and regulations. Changes in any of these areas could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products.
Changes in any of these areas could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. In addition, we benefit from certain regulations, including building code regulations, which require the use of products that we and other manufacturers sell.
Because of the significance of our goodwill and other intangible assets, a future impairment of these assets could have a material adverse effect on our results of operations and financial condition.
Because of the significance of our goodwill and other intangible assets, a future impairment of these assets could have a material adverse effect on our results of operations and financial condition. For additional information on our accounting policies related to goodwill, see our discussion under Note 1 to our consolidated financial statements in Item 8 of this Annual Report.
These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty and may adversely affect our provision for income taxes.
For example, the Organization for Economic Co-operation and Development, an international association of 38 countries including the United States, has proposed changes to numerous long-standing tax principles. These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty and may adversely affect our provision for income taxes.
Our future effective tax rates could be adversely affected by changes in tax laws, regulations, accounting principles or interpretations thereof, as well as changes in related interpretations and other tax guidance. For example, the Organization for Economic Co-operation and Development, an international association of 38 countries including the United States, has proposed changes to numerous long-standing tax principles.
Our future effective tax rates could be adversely affected by changes in tax laws, regulations, accounting principles or interpretations thereof, as well as 17 Table of Contents changes in related interpretations and other tax guidance.
Further, some of our competitors benefit from advantageous cost positions 10 Table of Contents that could make it increasingly difficult for us to compete in markets for less-differentiated applications. If we are unable to keep pace with our competitors’ products and manufacturing process innovations or cost position, our financial condition and results of operations could be materially adversely affected.
If we are unable to keep pace with our competitors’ products and manufacturing process innovations or cost position, our financial condition and results of operations could be materially adversely affected. Certain end markets that we serve are cyclical, which can cause significant fluctuations in our results of operations and cash flows.
Cybersecurity breaches and other disruptions to our information technology systems could compromise our information, disrupt our operations, and expose us to liability, which may adversely impact our operations.
As a result, our insurance coverage may not cover the full scope and extent of claims against us or losses that we incur. 14 Table of Contents Cybersecurity breaches and other disruptions to our information technology systems could compromise our information, disrupt our operations, and expose us to liability, which may adversely impact our operations.
In addition, we benefit from certain regulations, including building code regulations, which require the use of products that we and other manufacturers sell. For example, certain environmental regulations may encourage the use of more environmentally friendly products, such as some of the lubricants and greases that we manufacture.
For example, certain environmental regulations may encourage the use of more environmentally friendly products, such as some of the lubricants and greases that we manufacture. If these regulations were to change, demand for our products could be reduced and our results of operations could be adversely affected.
A number of government authorities and agencies have introduced, or are contemplating, regulatory changes to address climate change, including the regulation and disclosure of greenhouse gas emissions. For example, on March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by requiring registrants to disclose certain climate-related information in registration statements and periodic reports.
For example, on March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by requiring registrants to disclose certain climate-related information in registration statements and periodic reports. On March 21, 2024, the Judicial Panel on Multidistrict Litigation issued an order consolidating the petitions for review in the U.S.
Many of our customers and distributors require similar permits, licenses, registrations and authorizations to operate.
Additionally, any such failure could restrict or otherwise prohibit certain aspects of our operations, which could have a material adverse effect on our business, financial condition and results of operations. 19 Table of Contents Many of our customers and distributors require similar permits, licenses, registrations and authorizations to operate.
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Our served industries and key end markets are affected by changes in economic conditions outside our control, which can affect our business in many ways.
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We have significant manufacturing operations in Vietnam, in addition to using third parties located in China and elsewhere outside the United States to manufacture some of our products. Since February 2025, the current United States presidential administration has imposed or threatened to impose tariffs in various jurisdictions.
Removed
Any adverse occurrence, including among others, industry slowdown, recession, public health crises, political instability, costly or constraining government policies, laws and regulations, armed hostilities (including conflicts in the Middle East and Ukraine), terrorism, excessive inflation (including the current high inflationary environment), interest rates, tax rates, unemployment rates, high labor costs, labor disturbances, prolonged disruptions in one or more of our customers' production schedules, supply chain disruptions (including those caused by industry capacity constraints, labor shortages, raw material availability and transportation and logistics delays and constraints), business disruptions due to cybersecurity incidents and other economic factors have in the past and could in the future materially adversely affect our business, financial condition, and operating results and that of our customers and third-party suppliers.
Added
In April 2025, the President of the United States issued an executive order to regulate imports by imposing reciprocal country specific tariffs on multiple nations around the world, including Vietnam and China.
Removed
Additionally, adverse changes in economic conditions in the United States and worldwide may reduce the demand for some of our products, adversely impact our ability to predict and meet any future changes in the demand for our products and impair the ability of those with whom we do business to satisfy their obligations to us.
Added
A further executive order issued in April 2025 paused the implementation of the country specific tariffs on Vietnam and many other countries for 90 days, maintaining a 10% global baseline tariff, while the United States works with its trade partners to negotiate new trade agreements. Significant tariffs remain in effect between the U.S. and China.
Removed
Reduced demand may cause us and our competitors to compete on the basis of price, which would have a negative impact on our revenues and profitability. In turn, this could cause us to not be able to satisfy the financial and other covenants to which we are subject under our existing indebtedness.
Added
The current situation is dynamic, and it is unknown if the United States and its trade partners will reach an agreement to further pause or eliminate the pending tariffs.
Removed
Reduced demand may also hinder our growth plans and otherwise delay or impede execution of our long-term strategic plan and capital allocation strategy. If there is deterioration in the general economy or in the industries we serve, our business, results of operations and financial condition could be materially adversely affected.
Added
Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy, and ultimately reduced demand for our products.
Removed
Certain end markets that we serve are cyclical, which can cause significant fluctuations in our results of operations and cash flows.
Added
Such conditions could have a material adverse impact on our future net sales, cost of goods sold in the United States, profit and cash flow. The ultimate effect will be dependent on the magnitude and duration of the tariffs and the countries implicated.
Removed
If the rules become effective and are not overturned, we will be required to provide the enhanced climate-related disclosures.
Added
The Company is evaluating the potential impacts of these tariffs, as well as assessing and implementing options to mitigate any potential impact. Changing our operations in accordance with new or changed trade restrictions can be expensive, time-consuming, disruptive to our operations and distracting to management.
Removed
In response to increasing inflation, the U.S. Federal Reserve began to raise interest rates in March 2022, has done so multiple times since then, and has kept open the possibility of further increases. We expect inflationary pressures to impact customer behavior during calendar year 2024.
Added
Such restrictions have been, and in the future may be, announced, amended, paused, reinstated or rescinded with little or no advance notice, and we may not be able to mitigate all adverse impacts from such measures, effectively. 11 Table of Contents The industries in which we operate are highly competitive, and many of our products are in highly competitive markets.
Removed
With inflation, the cost of capital has increased, and the purchasing power of our and our end-users’ cash resources has declined.
Added
California has enacted climate disclosure laws that, if not modified or rescinded, will require us to report our greenhouse gas emissions and climate change-related financial risks beginning in 2026. A number of other government authorities and agencies have introduced, or are contemplating, regulatory changes to address climate change, including the regulation and disclosure of greenhouse gas emissions.
Removed
Failure to successfully attract and retain an appropriately qualified workforce could materially adversely affect our business, financial condition, and results of operations. 14 Table of Contents Strategic Transactions and Investments Risks Our acquisition and integration of businesses could negatively impact our financial results.
Added
On March 27, 2025, the SEC terminated its defense of the rules, and on April 24, 2025, the Eighth Circuit paused the litigation and 12 Table of Contents directed the SEC to explain its plan for the rules in a July 2025 status report. If the rules become effective, we will be required to provide the enhanced climate-related disclosures.
Removed
For additional information on 15 Table of Contents our accounting policies related to goodwill, see our discussion under Note 1 to our consolidated financial statements in Item 8 of this Annual Report. Financial Risks Our outstanding indebtedness and the restrictive covenants in the agreements governing our indebtedness limit our operating and financial flexibility.
Added
In addition, changing interest rates could materially adversely affect our business. In response to increasing inflation, the U.S. Federal Reserve began to raise interest rates in March 2022.
Added
Although the Federal Reserve began reducing the federal funds rate in late 2024 as a response to weakening inflation, there is no guarantee that the Federal Reserve will continue to reduce rates or that further changes in inflationary conditions will not occur.
Added
We are unable to predict changes in the Federal Reserve’s policies, the macroeconomic factors that influence those policies nor the impact that future changes will have on the economy and our business.
Added
While we believe many challenges are temporary and can be managed in the near-term, our business and results of operations could be materially adversely affected by prolonged or increasing supply chain disruptions.
Added
Legal and Regulatory Risks Regulatory and statutory changes applicable to us or our customers could adversely affect our financial condition and results of operations. We and many of our customers are subject to various national, state and local laws, rules and regulations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed11 unchanged
Biggest changeThe Company is currently in material compliance with relevant information privacy and cybersecurity governmental standards with which it is required to comply. The Company has not experienced a material cybersecurity incident during the year ended March 31, 2024. For more information on how material cybersecurity incidents may impact our business, see Part I, Item 1A.
Biggest changeThe Company is currently in material compliance with relevant information privacy and cybersecurity governmental standards with which it is required to comply. The Company has not experienced a material cybersecurity incident during the year ended March 31, 2025. For more information on how material cybersecurity incidents may impact our business, see Part I, Item 1A.
At least annually, the Board of Directors – as a whole and through its committees – oversees the Company’s risk profile and management’s policies and processes for assessing and managing risk. 22 Table of Contents
At least annually, the Board of Directors – as a whole and through its committees – oversees the Company’s risk profile and management’s policies and processes for assessing and managing risk. 23 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed0 unchanged
Biggest changeLocation Use Segment Square Footage Owned/Leased Boise, Idaho Manufacturing, Office and R&D Engineered Building Solutions 42,000 Leased Cle Elum, Washington Distribution Center, Manufacturing, Office, R&D and Warehouse Contractor Solutions 180,000 Leased Dong Nai, Vietnam Manufacturing and Office Contractor Solutions 634,000 Owned Fall River, Massachusetts Manufacturing, Office and R&D Contractor Solutions 140,200 Leased Greenwood, Indiana Distribution Center & Office Contractor Solutions 54,000 Leased Houston, Texas Manufacturing, Office, R&D and Warehouse Contractor Solutions 253,900 Owned Houston, Texas Distribution Center & Office Contractor Solutions 150,000 Leased Hudson, Florida Manufacturing, Office and R&D Engineered Building Solutions 40,000 Leased Jacksonville, Florida Distribution Center & Office Contractor Solutions 217,000 Leased North East, Maryland Distribution Center & Office Contractor Solutions 150,000 Leased Rockwall, Texas Manufacturing, Office, R&D and Warehouse Specialized Reliability Solutions 227,600 Owned Royse City, Texas Manufacturing, Office and Warehouse Contractor Solutions 94,500 Leased Tejon Ranch, California (a) Distribution Center & Office Contractor Solutions 241,000 Leased Terrell, Texas Distribution Specialized Reliability Solutions 101,000 Leased Santa Fe Springs, California (b) Distribution Center & Office Contractor Solutions 240,000 Leased Wichita, Kansas Manufacturing and Office Engineered Building Solutions 75,000 Leased Windsor, Ontario, Canada Manufacturing, Office and R&D Engineered Building Solutions 42,000 Leased (a) Lease starts in May 2024 (b) Lease ends in August 2024 We believe that our facilities are adequate for our current operations.
Biggest changeLocation Use Segment Square Footage Owned/Leased Boise, Idaho Manufacturing, Office and R&D Engineered Building Solutions 42,000 Leased Brookshire, Texas Manufacturing, Office and Warehouse Contractor Solutions 41,900 Leased Cle Elum, Washington Distribution Center, Manufacturing, Office, R&D and Warehouse Contractor Solutions 180,000 Leased Dong Nai, Vietnam Manufacturing and Office Contractor Solutions 634,000 Owned Fall River, Massachusetts Manufacturing and Office Contractor Solutions 140,200 Leased Greenwood, Indiana Distribution Center & Office Contractor Solutions 54,000 Leased Houston, Texas Manufacturing, Office, R&D and Warehouse Contractor Solutions 253,900 Owned Houston, Texas Distribution Center & Office Contractor Solutions 150,000 Leased Hudson, Florida Manufacturing, Office and R&D Engineered Building Solutions 40,000 Leased Humble, Texas (a) Manufacturing, Office and Warehouse Contractor Solutions 269,700 Leased Jacksonville, Florida Distribution Center & Office Contractor Solutions 217,000 Leased North East, Maryland Distribution Center & Office Contractor Solutions 150,000 Leased Rockwall, Texas Manufacturing, Office, R&D and Warehouse Specialized Reliability Solutions 227,600 Owned Royse City, Texas Manufacturing, Office and Warehouse Contractor Solutions 94,500 Leased Tejon Ranch, California Distribution Center & Office Contractor Solutions 241,000 Leased Terrell, Texas Warehouse Specialized Reliability Solutions 101,000 Leased Wichita, Kansas Manufacturing, Office and R&D Engineered Building Solutions 75,000 Leased Windsor, Ontario, Canada Manufacturing, Office and R&D Engineered Building Solutions 42,000 Leased (a) Lease assumed on May 1, 2025 in connection with the Aspen Manufacturing acquisition.
ITEM 2: PROPERTIES Properties Our principal executive offices are located at 5420 Lyndon B. Johnson Freeway, Suite 500, Dallas, Texas 75240. Our headquarters is a leased facility. The current lease term expires August 31, 2026, but may be renewed.
ITEM 2: PROPERTIES Properties Our principal executive offices are located at 5420 Lyndon B. Johnson Freeway, Suite 500, Dallas, Texas 75240. Our headquarters is a leased facility. The current lease term expires August 31, 2026 and may be renewed.
We may endeavor to selectively reduce or expand our existing lease commitments as circumstances warrant. See Note 9 to our consolidated financial statements included in Item 8 of this Annual Report for additional information regarding our lease obligations.
See Note 21 for additional information. We believe that our facilities are adequate for our current operations. We may endeavor to selectively reduce or expand our existing lease commitments as circumstances warrant. See Note 9 to our consolidated financial statements included in Item 8 of this Annual Report for additional information regarding our lease obligations.
We consider the many manufacturing and R&D facilities, distribution centers, warehouses, offices and other properties that we own or lease to be in good condition and generally suitable for the purposes for which they are used. The following table presents our principal physical locations by segment and excludes facilities classified as discontinued operations.
We consider the many manufacturing and R&D facilities, distribution centers, warehouses, offices and other properties that we own or lease to be in good condition and generally suitable for the purposes for which they are used. The following table presents our principal physical locations with greater than 40,000 square footage by segment.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3: LEGAL PROCEEDINGS We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our operating companies.
Biggest changeITEM 3: LEGAL PROCEEDINGS We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our operating 24 Table of Contents companies.
We are not currently a party to any legal proceedings that, individually or in the aggregate, are expected to have a material effect on our business, financial condition, results of operations or financial statements, taken as a whole. 23 Table of Contents
We are not currently a party to any legal proceedings that, individually or in the aggregate, are expected to have a material effect on our business, financial condition, results of operations or financial statements, taken as a whole.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+3 added−1 removed1 unchanged
Biggest changeIssuer Purchases of Equity Securities Note 12 to our consolidated financial statements included in Item 8 of this Annual Report includes a discussion of our share repurchase program. The following table represents the number of shares repurchased during the quarter ended March 31, 2024.
Biggest changeDividends Note 12 to our consolidated financial statements included in Item 8 of this Annual Report includes a discussion of our dividends. Issuer Purchases of Equity Securities Note 12 to our consolidated financial statements included in Item 8 of this Annual Report includes a discussion of our share repurchase program.
Under the current program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Our Board of Directors has established an expiration date of December 31, 2024, for completion of the new repurchase program; however, the program may be limited or terminated at any time at our discretion without notice.
Under the current program, shares may be repurchased from time to time in the open market or in privately negotiated transactions. Our Board of Directors has established an expiration date of December 31, 2026, for completion of the current repurchase program; however, the program may be limited or terminated at any time at our discretion without notice.
(b) Includes 28 shares tendered by employees to satisfy minimum tax withholding amounts related to the vesting of equity awards. 25 Table of Contents Stock Performance Chart The following graph compares the cumulative total shareholder return on our common stock from April 1, 2019 through March 31, 2024 compared with the Russell 2000 Index, of which CSWI is a component, and a composite custom peer group, which was selected on an industry basis and is periodically reviewed and updated (if necessary) to ensure it provides reasonable comparability based on products offered and end markets served by CSWI.
(b) Includes 28, 119 and 7,364 shares tendered by employees to satisfy minimum tax withholding amounts related to the vesting of equity awards in January, February and March, respectively. 26 Table of Contents Stock Performance Chart The following graph compares the cumulative total shareholder return on our common stock from April 1, 2020 through March 31, 2025 compared with the Russell 2000 Index, of which CSWI is a component, and a composite custom peer group, which was selected on an industry basis and is periodically reviewed and updated (if necessary) to ensure it provides reasonable comparability based on products offered and end markets served by CSWI.
The number of holders of record is based upon the actual numbers of holders registered at such date and does not include holders of shares in “street name” or persons, partnerships, associates, corporations or other entities in security position listings maintained by depositories.
Holders As of May 19, 2025, there were 283 holders of record of our common stock. The number of holders of record is based upon the actual numbers of holders registered at such date and does not include holders of shares in “street name” or persons, partnerships, associates, corporations or other entities in security position listings maintained by depositories.
The graph assumes that $100 was invested at the market close on April 1, 2019 and that all dividends were reinvested. The stock price performance of the following graph is not necessarily indicative of future stock price performance. The custom peer group consists of the following: Aaon, Inc CTS Corporation Methode Electronics, Inc. Armstrong Industries, Inc Futurefuel Corp.
The graph assumes that $100 was invested at the market close on April 1, 2020 and that all dividends were reinvested. The stock price performance of the following graph is not necessarily indicative of future stock price performance. The custom peer group consists of the following: Aaon, Inc Futurefuel Corp. Mueller Water Products Armstrong Industries, Inc Gorman-Rupp Co.
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common shares are listed on the Nasdaq Global Select Market under the symbol "CSWI." Holders As of May 20, 2024, there were 314 holders of record of our common stock.
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common shares are currently listed on the Nasdaq Global Select Market under the symbol "CSWI".
Mueller Water Products Astec Industries, Inc. Gorman-Rupp Co. Standex International Barnes Group Innospec Inc. Tredegar Corp. Columbus McKinnon Corp LSB Industries, Inc This graph is furnished and not filed with the SEC.
Standex International Astec Industries, Inc. Innospec Inc. Tredegar Corp. Columbus McKinnon Corp LSB Industries, Inc CTS Corporation Methode Electronics, Inc. This graph is furnished and not filed with the SEC.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (a) Maximum Number of Shares (or Approximate Dollar Value) That May Yet Be Purchased Under the Program (in millions) January 1 - 31 7,511 (a) (b) $ 209.22 7,483 $ 92.6 February 1 - 29 6,565 (a) 225.90 6,565 91.1 March 1 - 31 6,740 (a) 233.40 6,740 89.5 20,816 20,788 (a) On December 16, 2022, we announced that our Board of Directors authorized a new program to repurchase up to $100.0 million of our common stock, which replaced a previously announced $100.0 million program.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (a) Maximum Dollar Value That May Yet Be Purchased Under the Program (in millions) January 1 - 31 3,722 (a) (b) $ 357.04 3,694 $ 196.4 February 1 - 28 5,133 (a) (b) 315.25 5,014 194.9 March 1 - 31 12,996 (a) (b) 293.19 5,632 193.2 21,851 14,340 (a) On November 18, 2024, we announced that our Board of Directors authorized a new program to repurchase up to $200.0 million of our common stock, which replaced the prior $100.0 million program.
Removed
As of March 31, 2024, 53,133 shares were repurchased for an aggregate amount of $10.5 million under the current $100.0 million program.
Added
On April 29, 2025, we announced our intention to transfer the listing of our common stock from the Nasdaq Global Select Market to the New York Stock Exchange, effective on or about June 9, 2025. Our common stock will trade on the New York Stock Exchange under the stock symbol “CSW”.
Added
The following table represents the number of shares repurchased during the quarter ended March 31, 2025.
Added
A total of 20,045 and 92,290 shares have been repurchased under the current and prior program, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

101 edited+40 added−49 removed46 unchanged
Biggest changeCash outflows resulted from: • Net borrowings (payments) from our Revolving Credit Facility and the Whitmore Term Loan (as discussed in Note 8 to our consolidated financial statements included in Item 8 of this Annual Report) of $(87.0) million, $0.2 million and $10.4 million during the years ended March 31, 2024, 2023 and 2022, respectively. • Payments of $0.0 million, $0.7 million and $2.3 million of underwriting discounts and fees in connection with amending our Revolving Credit Facility during the years ended March 31, 2024, 2023 and 2022, respectively, as discussed in Note 8 to our consolidated financial statements included in Item 8 of this Annual Report. • Proceeds from the redeemable noncontrolling interest shareholder for its investment in the consolidated Whitmore JV of $0.0 million, $3.0 million and $6.3 million during the years ended March 31, 2024, 2023 and 2022, respectively, as discussed in Note 3 to our consolidated financial statements included in Item 8 of this Annual Report. • Repurchases of shares under our share repurchase programs (as discussed in Note 12 to our consolidated financial statements included in Item 8 of this Annual Report) of $10.5 million, $35.7 million and $14.4 million during the years ended March 31, 2024, 2023 and 2022, respectively. • Dividend payments of $11.8 million, $10.6 million and $9.5 million were paid during the years ended March 31, 2024, 2023 and 2022, respectively.
Biggest changeCash outflows resulted from: • Net borrowings (payments) from our Revolving Credit Facility and the Whitmore Term Loan (as discussed in Note 8 to our consolidated financial statements included in Item 8 of this Annual Report) of $(166.0) million, $(87.0) million and $0.2 million during the years ended March 31, 2025, 2024 and 2023, respectively. • Payments of $0.0 million, $0.0 million, and $0.7 million of underwriting discounts and fees in connection with amending our Revolving Credit Facility during the year ended March 31, 2025, 2024 and 2023, as discussed in Note 8 to our consolidated financial statements included in Item 8 of this Annual Report. • Proceeds from the redeemable noncontrolling interest shareholder for its investment in the consolidated Whitmore JV of $0.0 million, $0.0 million and $3.0 million during the years ended March 31, 2025, 2024 and 2023, respectively, as discussed in Note 3 to our consolidated financial statements included in Item 8 of this Annual Report. • Payments of contingent consideration of $1.1 million, $3.0 million and $2.5 million during the years ended March 31, 2025, 2024 and 2023, respectively. • Repurchases of shares under our share repurchase programs (as discussed in Note 12 to our consolidated financial statements included in Item 8 of this Annual Report) of $18.3 million, $10.5 million and $35.7 million during the years ended March 31, 2025, 2024 and 2023, respectively. • In connection with the vesting of share awards, $9.4 million, $5.0 million and $3.4 million were tendered by employees to satisfy minimum tax withholding requirements during the years ended March 31, 2025, 2024 and 2023, respectively. • During the year ended March 31, 2025, we received proceeds of $347.4 million, net of underwriting fees and discounts and expenses incurred directly related to the offering, in connection with our September 2024 follow-on equity offering (as discussed in Note 12 to our consolidated financial statements included in Item 8 of this Annual Report). • Dividend payments of $14.6 million, $11.8 million and $10.6 million were paid during the years ended March 31, 2025, 2024 and 2023, respectively.
As compared with the statutory rate for the year ended March 31, 2024, the provision for income taxes was primarily impacted by state tax expense (net of federal benefits), which increased the provision by $6.4 million and effective rate by 4.5%; impact of the tax indemnification asset release, which increased the provision by $1.8 million and the effective tax rate by 1.3%; executive compensation limitation, which increased the provision by $1.2 million and the effective tax rate by 0.9%; impact of repatriation of foreign earnings, which increased the provision by $0.5 million and the effective rate by 0.3%.
As compared with the statutory rate for the year ended March 31, 2024, the provision for income taxes was primarily impacted by the state tax expense (net of federal benefits), which increased the provision by $6.4 million and effective rate by 4.5%; impact of the tax indemnification asset release, which increased the provision by $1.8 million and the effective tax rate by 1.3%; executive compensation limitation, which increased the provision by $1.2 million and the effective tax rate by 0.9%; impact of repatriation of foreign earnings, which increased the provision by $0.5 million and the effective rate by 0.3%.
Absent deterioration of market conditions, we believe that cash flows from operating and financing activities, primarily Revolver Borrowings, will provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt, anticipated dividend payments, periodic share repurchases, contingent consideration obligations and anticipated capital expenditure requirements for both our short-term and long-term capital needs.
Absent significant deterioration of market conditions, we believe that cash flows from operating and financing activities, primarily Revolver Borrowings, will provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt, anticipated dividend payments, periodic share repurchases, contingent consideration obligations and anticipated capital expenditure requirements for both our short-term and long-term capital needs.
End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, general industrial, energy, rail transportation and mining. Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”).
End markets that we serve include HVAC/R, architecturally-specified building products, plumbing, general industrial, energy, rail transportation, mining and electrical. Our manufacturing operations are concentrated in the United States (“U.S.”), Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the United Kingdom (“U.K.”).
We operate in three business segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, grilles, registers and diffusers ("GRD"), building safety solutions and high-performance specialty lubricants and sealants.
We operate in three business segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, electrical products, grilles, registers and diffusers ("GRD"), building safety solutions and high-performance specialty lubricants and sealants.
We 29 Table of Contents remain disciplined in our approach to acquisitions, particularly as it relates to our assessment of valuation, prospective synergies, diligence, cultural fit and ease of integration, especially in light of economic conditions. RESULTS OF OPERATIONS The following discussion provides an analysis of our consolidated results of operations and results for each of our segments.
We remain disciplined in our approach to acquisitions, particularly as it relates to our assessment of valuation, prospective synergies, diligence, cultural fit and ease of integration, especially in light of economic conditions. 31 Table of Contents RESULTS OF OPERATIONS The following discussion provides an analysis of our consolidated results of operations and results for each of our segments.
Excluding the impact of the acquisitions, organic sales increased $23.9 million, or 3.1%, from the prior year driven primarily by increased unit volumes and pricing initiatives. Inorganic revenue increased $11.0 million, or 1.5%, due to the acquisitions of CG, ACG, Falcon and Dust Free.
Excluding the impact of the acquisitions, organic sales increased $23.9 million, or 3.1%, from the prior year driven primarily by increased unit volumes and pricing actions. Inorganic revenue increased $11.0 million, or 1.5%, due to the acquisitions of CG, ACG, Falcon and Dust Free.
We offer innovative and high-value products that our customers prefer, and we remain focused on the products and subcategories that are growing faster than the overall industry. We believe we have the strategy and the team to deliver strong performance in fiscal 2025.
We offer innovative and high-value products that our customers prefer, and we remain focused on the products and subcategories that are growing faster than the overall industry. We believe we have the strategy and the team to deliver strong performance in fiscal 2026.
We expect to maintain a strong balance sheet in fiscal year 2025, which provides us with access to capital through our cash on hand, internally-generated cash flow and availability under our Revolving Credit Facility.
We expect to maintain a strong balance sheet in fiscal year 2026, which provides us with access to capital through our cash on hand, internally-generated cash flow and availability under our Revolving Credit Facility.
ACCOUNTING DEVELOPMENTS We have presented the information about accounting pronouncements not yet implemented in Note 1 to our consolidated financial statements included in Item 8 of this Annual Report. 40 Table of Contents
ACCOUNTING DEVELOPMENTS We have presented the information about accounting pronouncements not yet implemented in Note 1 to our consolidated financial statements included in Item 8 of this Annual Report. 41 Table of Contents
The sales process is typically long as these can be multi-year construction projects. The construction market, both commercial and multi-family, is a key driver for sales of architecturally-specified building products. Plumbing The plumbing market represented approximately 8% and 7% of our net revenues in the years ended March 31, 2024 and 2023, respectively.
The sales process is typically long as these can be multi-year construction projects. The construction market, both commercial and multi-family, is a key driver for sales of architecturally-specified building products. Plumbing The plumbing market represented approximately 8% and 8% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
We believe that available cash and cash equivalents, cash flows generated through operations and cash available under our Revolving Credit Facility will be sufficient to meet our liquidity needs, including capital expenditures, for at least the next 12 months. Acquisitions We regularly evaluate acquisition opportunities of various sizes.
We believe that available cash and cash equivalents, cash flows generated through operations and cash available under our Revolving Credit Facility will be sufficient to meet our liquidity needs, including capital expenditures, for at least the next 12 months. 38 Table of Contents Acquisitions We regularly evaluate acquisition opportunities of various sizes.
The increase was primarily a result of a reduction in ocean and domestic freight expense, pricing initiatives, increased unit volumes and the acquisitions of CG, ACG, Falcon and Dust Free. Gross profit margin for the year ended 30 Table of Contents March 31, 2024 of 44.2% increased from 42.0% for the year ended March 31, 2023.
The increase was primarily a result of a reduction in ocean and domestic freight expense, pricing initiatives, increased unit volumes and the acquisitions of CG, ACG, Falcon and Dust Free. Gross profit margin for the year ended March 31, 2024 of 44.2% increased from 42.0% for the year ended March 31, 2023.
The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Balco®, Cover Guard TM , Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, RectorSeal ®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.
The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Balco®, Cover Guard®, Deacon®, Dust Free®, Falcon Stainless®, Greco®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorks TM , PSP Products TM , RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.
Our Board of Directors has established an expiration of December 31, 2024 for the current $100.0 million repurchase program and we currently expect to continue to repurchase shares in the near future, but such repurchases are dependent upon our financial condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A.
Our Board of Directors has established an expiration of December 31, 2026 for the current $200.0 million repurchase program and we currently expect to continue to repurchase shares in the near future, but such repurchases are dependent upon our financial condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A.
("ACG"), based in Orlando, Florida, for an aggregate purchase price of $18.4 million, comprised of cash consideration of $18.0 million and additional 27 Table of Contents contingent consideration initially measured at $0.4 million based on CG and ACG meeting defined financial targets over a period of five years.
("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 consideration initially measured at $0.4 million based on CG and ACG meeting defined financial targets over a period of five years.
Based on the evaluation of available evidence, both positive and negative, we recognize future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent 38 Table of Contents that these benefits are more likely than not to be realized.
Based on the evaluation of available evidence, both positive and negative, we recognize future tax benefits, such as net operating loss carryforwards and tax credit carryforwards, to the extent that these benefits are more likely than not to be realized.
We expect to incur $62.3 million in purchase obligations over the next 12 months. For operating lease commitments, see Note 9 to our consolidated financial statements included in Item 8 of this Annual Report. CRITICAL ACCOUNTING ESTIMATES The process of preparing financial statements in conformity with U.S.
We expect to incur $44.6 million in purchase obligations over the next 12 months. For operating lease commitments, see Note 9 to our consolidated financial statements included in Item 8 of this Annual Report. CRITICAL ACCOUNTING ESTIMATES The process of preparing financial statements in conformity with U.S.
Construction and repair is typically performed by contractors, and we utilize our global distribution network to drive sales of our brands to such contractors. Architecturally-Specified Building Products Architecturally-specified building products represented approximately 19% and 18% of our net revenues in the years ended March 31, 2024 and 2023, respectively.
Construction and repair is typically performed by contractors, and we utilize our global distribution network to drive sales of our brands to such contractors. Architecturally-Specified Building Products Architecturally-specified building products represented approximately 17% and 19% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash 39 Table of Contents flows and market participants.
A discounted cash flow analysis requires us to make various judgmental assumptions about future sales, operating margins, growth rates and discount rates, which are based on our budgets, business plans, economic projections, anticipated future cash flows and market participants.
We plan to continue investing in capital expenditures in the future to improve manufacturing productivity, enhance operational safety, upgrade information technology infrastructure and security and implement advanced technologies for our existing facilities. Contractual Obligations Our contractual obligations as of March 31, 2024 primarily included purchase obligations and operating lease commitments.
We plan to continue investing in capital expenditures in the future to improve manufacturing productivity, enhance operational safety, upgrade information technology infrastructure and security and implement advanced technologies for our existing facilities. 39 Table of Contents Contractual Obligations Our contractual obligations as of March 31, 2025 primarily included purchase obligations and operating lease commitments.
During the year ended March 31, 2023, we acquired 100% of the outstanding equity of Falcon, based in Temecula, California, for an aggregate purchase price of $37.1 million and the assets of CG and ACG and related intellectual properties, based in Orlando, Florida, for an aggregate purchase price of $22.1 million.
During the year ended March 31, 2023, we acquired Falcon, based in Temecula, California, for an aggregate purchase price of $37.1 million and CG and ACG and related intellectual properties, based in Orlando, Florida, for an aggregate purchase price of $22.1 million.
The Company expects $3.3 million of existing reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire. Our federal income tax returns remain subject to examination for the years ended March 31, 2023, 2022 and 2021.
The Company expects $6.2 million of existing reserves for UTPs to either be settled or expire within the next 12 months as the statutes of limitations expire. Our federal income tax returns remain subject to examination for the years ended March 31, 2024, 2023 and 2022.
Capital Expenditures During the year ended March 31, 2024, we invested $16.6 million in capital expenditures related to continuous improvement and automation, safety, capacity expansion, enterprise resource planning systems and new product introductions.
Capital Expenditures During the year ended March 31, 2025, we invested $16.3 million in capital expenditures related to continuous improvement and automation, safety, capacity expansion, enterprise resource planning systems and new product introductions.
The increase was primarily due to increased unit volumes and pricing initiatives. Net revenue increased in all end markets including energy, mining, general industrial and rail transportation. Operating income for the year ended March 31, 2024 increased $2.1 million, or 10.4%, as compared with the year ended March 31, 2023.
The increase was primarily due to higher unit volumes and pricing initiatives. Net revenue increased in all end markets including energy, mining, general industrial and rail transportation. Operating income for the year ended March 31, 2025 increased $0.4 million, or 1.8%, as compared with the year ended March 31, 2024.
The decrease in operating expenses as a percentage of sales was primarily attributable to sales increasing by a greater percentage than the increase in operating expenses.
The increase in operating expenses as a percentage of sales was primarily attributable to sales increasing by a lower percentage than the increase in operating expenses.
Outside of coal, the mining market tends to move with global industrial output as basic industrial metals such as copper, tin, aluminum, and zinc, which are critical inputs to many industrial products. Rail Transportation The rail transportation market represented approximately 2% and 3% of our net revenues in each of the years ended March 31, 2024 and 2023.
Outside of coal, the mining market tends to move with global industrial output as basic industrial metals such as copper, tin, aluminum, and zinc, which are critical inputs to many industrial products. 30 Table of Contents Rail Transportation The rail transportation market represented approximately 2% and 2% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
Other income and expense Interest expense, net for the year ended March 31, 2024 decreased $0.5 million, or 3.6%, to $12.7 million, as compared with the year ended March 31, 2023, due to reduced borrowing under our Revolving Credit Facility (described in Note 8 to our consolidated financial statements included in Item 8 of this Annual Report) as a result of strong operating cash flows generated during the current year and the benefit from our current $100 million interest rate swap, partially offset by higher interest rates.
Interest expense, net for the year ended March 31, 2024 decreased $0.5 million to $12.7 million, or 3.6%, as compared with the year ended March 31, 2023, due to reduced borrowing under our Revolving Credit Facility (described in Note 8) as a result of strong operating cash flows generated during the year and the benefit from the $100 million interest rate swap, partially offset by higher interest rates.
The increase was primarily due to the increased net revenue, combined with a slight decrease in operating expenses. Operating margin of 14.9% for the year ended March 31, 2024 increased as compared to 13.7% for the year ended March 31, 2023. This increase was primarily due to an improvement in gross margin driven by pricing initiatives and reduced operating expenses.
Operating margin of 14.9% for the year ended March 31, 2024 increased as compared to 13.7% for the year ended March 31, 2023. This increase was primarily due to an improvement in gross margin driven by pricing initiatives and reduced operating expenses.
Business Developments On February 6, 2024, we acquired 100% of the outstanding equity of Dust Free, LP ("Dust Free"), based in Royse City, Texas, for an aggregate purchase price of $34.7 million (including $0.6 million cash acquired), comprised of cash consideration of $27.9 million and contingent consideration initially measured at $6.8 million based on Dust Free meeting defined operational and financial targets over a period of six years.
On February 6, 2024, we acquired 100% of the outstanding equity of Dust Free, LP ("Dust Free"), based in Royse City, Texas, for an aggregate purchase price of $34.2 million (including $0.6 million cash acquired), comprised of cash consideration of $27.9 million, a working capital true-up receipt of $0.5 million and contingent consideration initially measured at $6.8 million based on Dust Free meeting defined operational and financial targets over a period of six years.
The increase was primarily due to a reduction in ocean and domestic freight expenses, increased net revenue, and the inclusion of the CG, ACG, Falcon and Dust Free acquisitions, partially offset by increased operating expenses including employee compensation and a trademark impairment.
The increase was primarily due to a reduction in ocean and domestic freight expenses, increased net revenue, and the inclusion of the CG, ACG, Falcon and Dust Free acquisitions, partially offset by increased operating expenses including employee compensation and a trademark impairment during the three months ended March 31, 2024.
Provision for Income Taxes and Effective Tax Rate The effective tax rates for the years ended March 31, 2024, 2023 and 2022 were 27.0%, 23.3% and 26.4%, respectively.
Provision for Income Taxes and Effective Tax Rate The effective tax rates for the years ended March 31, 2025, 2024 and 2023 were 23.7%, 27.0% and 23.3%, respectively.
The increase was primarily due to the non-cash $8.5 million release of tax indemnification assets related to the TRUaire and Falcon acquisitions, as discussed in Note 15 to our consolidated financial statements included in Item 8 of this Annual Report, which was partially offset by a gain of $1.4 million recognized from the sale of a property previously held for investment and foreign currency exchange gains.
The decrease was primarily due to the non-cash $8.5 million release of tax indemnification assets related to the TRUaire and Falcon acquisitions, as discussed in Note 15, which was partially offset by a gain of $1.4 million recognized from the sale of a property previously held for investment and foreign currency exchange gains.
This increase was primarily due to gross margin improvement resulting from pricing initiatives and the aforementioned gain from property sale, along with reduced operating expense as a percentage of revenue. Operating income for the year ended March 31, 2023 increased $1.8 million, or 16.1%, as compared with the year ended March 31, 2022.
Operating margin of 16.3% for the year ended March 31, 2024 increased as compared to 12.4% for the year ended March 31, 2023. This increase was primarily due to gross margin improvement resulting from pricing initiatives and the aforementioned gain from property sale, along with reduced operating expense as a percentage of revenue.
For additional information regarding net revenues by geographic region, see Note 20 to our consolidated financial statements included in Item 8 of this Annual Report.
The presentation of net revenues by geographic region is based on the location of the customer. For additional information regarding net revenues by geographic region, see Note 20 to our consolidated financial statements included in Item 8 of this Annual Report.
The increase is primarily due to increased expenses related to employee compensation, a trademark impairment and travel, along with increased depreciation and amortization and added expenses related to the inclusion of Dust Free in the current year.
The increase is primarily due to increased expenses related to employee compensation, a trademark impairment recognized during the three months ended March 31, 2024 and travel, along with increased depreciation and amortization and added expenses related to the inclusion of Dust Free in the current year.
Additionally, we use our Revolver Borrowings to support our working capital requirements, capital expenditures and strategic acquisitions. We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, make scheduled principal and interest payments on debt and meet our contingent consideration obligations.
Additionally, we use our Revolver Borrowings and proceeds from the follow-on equity offering completed in September 2024 to support our working capital requirements, capital expenditures and strategic acquisitions. We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, make scheduled principal and interest payments on debt and meet our contingent consideration obligations.
The operations of Shoemaker have been included in our consolidated results of operations and in the operating results of our Contractor Solutions segment since the December 15, 2021 date of acquisition. All acquisitions are described in Note 2 to our consolidated financial statements included in Item 8 of this Annual Report.
The operations of Cover Guard ("CG") and AC Guard ("ACG") have been included in our consolidated results of operations and in the operating results of our Contractor Solutions segment since the July 8, 2022 date of acquisition. All acquisitions are described in Note 2 to our consolidated financial statements included in Item 8 of this Annual Report.
Net revenue increased in the architecturally-specified building products, HVAC/R, plumbing, general industrial, mining and energy end markets and decreased in the rail transportation end market. Net revenues for the year ended March 31, 2023 increased $131.5 million, or 21.0%, as compared with the year ended March 31, 2022.
Net revenue increased in the HVAC/R, electrical, general industrial, architecturally-specified building products, and plumbing end markets and decreased in the energy, mining and rail transportation end markets. Net revenues for the year ended March 31, 2024 increased $34.9 million, or 4.6%, as compared with the year ended March 31, 2023.
Our income tax returns for TRUaire's pre-acquisition periods including calendar years 2018, 2019 and 2020 remain subject to examinations. Our income tax returns in certain state income tax jurisdictions remain subject to examination for various periods for the period ended September 30, 2015 and subsequent years.
Our income tax returns in certain state income tax jurisdictions remain subject to examination for various periods for the period ended September 30, 2015 and subsequent years.
The increase was a result of the $32.5 million increase in gross profit, partially offset by the $12.5 million increase in selling, general and administrative expense as discussed above. Operating income for the year ended March 31, 2023 increased by $41.7 million, or 42.8%, as compared with the year ended March 31, 2022.
The increase was a result of the $42.6 million increase in gross profit, partially offset by the $20.4 million increase in selling, general and administrative expense as discussed above. Operating income for the year ended March 31, 2024 increased by $20.1 million, or 14.4%, as compared with the year ended March 31, 2023.
Year Ended March 31, (amounts in thousands, except percentages) 2024 2023 2022 Revenues, net $ 114,741 $ 103,969 $ 97,296 Operating income 18,704 12,889 11,101 Operating margin 16.3 % 12.4 % 11.4 % Net revenues for the year ended March 31, 2024 increased $10.8 million, or 10.4%, as compared with the year ended March 31, 2023.
Year Ended March 31, (amounts in thousands, except percentages) 2025 2024 2023 Revenues, net $ 121,119 $ 114,741 $ 103,969 Operating income 19,187 18,704 12,889 Operating margin 15.8 % 16.3 % 12.4 % Net revenues for the year ended March 31, 2025 increased $6.4 million, or 5.6%, as compared with the year ended March 31, 2024.
The increase was primarily due to pricing initiatives. Net revenue increased in the general industrial, mining, and energy end markets and decreased in the rail transportation end market. Net revenues for the year ended March 31, 2023 increased $31.4 million, or 27.1%, as compared with the year ended March 31, 2022.
The decrease was primarily due to lower unit volumes. Net revenue decreased in the energy, mining and rail transportation end markets and increased in the general industrial end market. Net revenues for the year ended March 31, 2024 increased $2.2 million, or 1.5%, as compared with the year ended March 31, 2023.
Selling, General and Administrative Expense Year Ended March 31, (amounts in thousands, except percentages) 2024 2023 2022 Operating expenses $ 191,627 $ 179,148 $ 158,582 Operating expenses as a % of revenues 24.2 % 23.6 % 25.3 % Selling, general and administrative expenses for the year ended March 31, 2024 increased $12.5 million, or 7.0%, as compared with the year ended March 31, 2023.
Selling, General and Administrative Expense Year Ended March 31, (amounts in thousands, except percentages) 2025 2024 2023 Operating expenses $ 212,064 $ 191,627 $ 179,148 Operating expenses as a % of revenues 24.1 % 24.2 % 23.6 % Selling, general and administrative expenses for the year ended March 31, 2025 increased $20.4 million, or 10.7%, as compared with the year ended March 31, 2024.
For the year ended March 31, 2024, our cash provided by operating activities was $164.3 million, as compared with $121.5 million and $69.1 million for the years ended March 31, 2023 and 2022, respectively. • Working capital provided cash for the year ended March 31, 2024 due to higher accounts payable and other current liabilities ($12.3 million), lower inventories ($10.4 million), lower prepaid expenses and other current assets ($4.6 million) and lower other assets ($1.1 million), partially offset by higher accounts receivable ($17.9 million). • Working capital used cash for the year ended March 31, 2023 due to higher inventories ($11.4 million) and lower accounts payable and other current liabilities ($7.0 million), and higher prepaid expenses and other current assets ($1.3 million), partially offset by lower accounts receivable ($1.1 million). • Working capital used cash for the year ended March 31, 2022 due to higher inventory ($49.4 million) and higher accounts receivable ($26.7 million), partially offset by higher accounts payable and other current liabilities ($28.0 million) and lower prepaid expenses and other assets ($3.5 million).
For the year ended March 31, 2025, our cash provided by operating activities was $168.4 million, as compared with $164.3 million and $121.5 million for the years ended March 31, 2024 and 2023, respectively. • Working capital used cash for the year ended March 31, 2025 due to higher inventories ($35.7 million), higher accounts receivable ($9.1 million) and higher prepaid expenses and other current assets ($1.4 million), partially offset by higher accounts payable and other current liabilities ($21.7 million). • Working capital provided cash for the year ended March 31, 2024 due to higher accounts payable and other current liabilities ($12.3 million), lower inventories ($10.4 million) and lower prepaid expenses and other current assets ($4.6 million), partially offset by higher accounts receivable ($17.9 million). • Working capital used cash for the year ended March 31, 2023 due to higher inventory ($11.4 million), lower accounts payable and other current liabilities ($7.0 million) and higher prepaid expenses and other assets ($1.3 million), partially offset by lower accounts receivable ($1.1 million). 37 Table of Contents Cash flows used in investing activities during the year ended March 31, 2025 were $102.2 million as compared with $42.5 million and $69.7 million for the years ended March 31, 2024 and 2023, respectively. • Capital expenditures during the years ended March 31, 2025, 2024 and 2023 were $16.3 million, $16.6 million and $14.0 million, respectively.
Year Ended March 31, (amounts in thousands, except percentages) 2024 2023 2022 Revenues, net $ 149,614 $ 147,445 $ 116,042 Operating income 22,266 20,176 9,007 Operating margin 14.9 % 13.7 % 7.8 % Net revenues for the year ended March 31, 2024 increased $2.2 million, or 1.5%, as compared with the year ended March 31, 2023.
Year Ended March 31, (amounts in thousands, except percentages) 2025 2024 2023 Revenues, net $ 147,641 $ 149,614 $ 147,445 Operating income 22,673 22,266 20,176 Operating margin 15.4 % 14.9 % 13.7 % Net revenues for the year ended March 31, 2025 decreased $2.0 million, or 1.3%, as compared with the year ended March 31, 2024.
The increase was driven by increased net revenue and a positive impact from pricing initiatives, as well as a $1.2 million gain recognized from the sale of a property previously used in operations. Operating margin of 16.3% for the year 34 Table of Contents ended March 31, 2024 increased as compared to 12.4% for the year ended March 31, 2023.
Operating income for the year ended March 31, 2024 increased $5.8 million, or 45.1%, as compared with the year ended March 31, 2023. The increase was driven by higher net revenue and a positive impact from pricing initiatives, as well as a $1.2 million gain recognized from the sale of a property previously used in operations.
Operating Income Year Ended March 31, (amounts in thousands, except percentages) 2024 2023 2022 Operating income $ 159,118 $ 139,066 $ 97,380 Operating margin 20.1 % 18.3 % 15.5 % Operating income for the year ended March 31, 2024 increased by $20.1 million, or 14.4%, as compared with the year ended March 31, 2023.
Operating Income Year Ended March 31, (amounts in thousands, except percentages) 2025 2024 2023 Operating income $ 181,248 $ 159,118 $ 139,066 Operating margin 20.6 % 20.1 % 18.3 % Operating income for the year ended March 31, 2025 increased by $22.1 million, or 13.9%, as compared with the year ended March 31, 2024.
The increase was driven by increased volumes as a result of the continued conversion of strong project bookings into revenue and pricing initiatives. Net revenues for the year ended March 31, 2023 increased $6.7 million, or 6.9%, as compared with the year ended March 31, 2022.
The increase was driven by higher volumes as a result of the continued conversion of strong project bookings into revenue and pricing initiatives. Operating income for the year ended March 31, 2025 increased $0.5 million, or 2.6%, as compared with the year ended March 31, 2024.
The significant estimates are reviewed at least annually, if not quarterly, by management. Because of the uncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual results may differ from the estimates, and the difference may be material.
Because of the uncertainty of factors surrounding the estimates, assumptions and judgments used in the preparation of our financial statements, actual results may differ from the estimates, and the difference may be material.
Year Ended March 31, 2024 2023 2022 Americas 94% 94% 94% EMEA 4% 4% 3% Asia Pacific Regions 2% 2% 3% Gross Profit and Gross Profit Margin Year Ended March 31, (amounts in thousands, except percentages) 2024 2023 2022 Gross profit $ 350,745 $ 318,214 $ 255,962 Gross profit margin 44.2 % 42.0 % 40.9 % Gross profit for the year ended March 31, 2024 increased $32.5 million, or 10.2%, as compared with the year ended March 31, 2023.
Year Ended March 31, 2025 2024 2023 Americas 94% 94% 94% EMEA 4% 4% 4% Asia Pacific Regions 2% 2% 2% 32 Table of Contents Gross Profit and Gross Profit Margin Year Ended March 31, (amounts in thousands, except percentages) 2025 2024 2023 Gross profit $ 393,312 $ 350,745 $ 318,214 Gross profit margin 44.8 % 44.2 % 42.0 % Gross profit for the year ended March 31, 2025 increased $42.6 million, or 12.1%, as compared with the year ended March 31, 2024.
We provide many products to the plumbing industry including thread sealants, solvent cements, fire-stopping products, condensate switches and trap guards, water and gas connectors, as well as other mechanical products, such as drain traps.
We provide many products to the plumbing industry including thread sealants, solvent cements, fire-stopping products, condensate switches and trap guards, water and gas connectors, as well as other mechanical products, such as drain traps. Installation is typically performed by contractors, and we utilize our global distribution network to drive sales of our products to contractors.
The most significant estimates made by management include: timing and amount of revenue recognition; realization of the deferred taxes and measurement of tax reserves; and valuation of goodwill and indefinite-lived intangible assets, both at the time of initial acquisition, as well as part of recurring impairment 37 Table of Contents analyses, as applicable.
The most significant estimates made by management include: deferred taxes and tax reserves; and valuation of goodwill and indefinite-lived intangible assets, both at the time of initial acquisition, as well as part of recurring impairment analyses, as applicable. The significant estimates are reviewed at least annually, if not quarterly, by management.
Our quantitative test performed as of January 31, 2024 indicated that no goodwill impairment loss should be recognized for the year ended March 31, 2024. There was no impairment loss recognized for the years ended March 31, 2023 and 2022, respectively. We have indefinite-lived intangible assets in the form of trademarks.
Our quantitative test performed as of January 31, 2025 indicated that no reporting unit was at risk of impairment and no goodwill impairment loss should be recognized for the year ended March 31, 2025. There was no impairment loss recognized for the years ended March 31, 2024 and 2023, respectively.
During the year ended March 31, 2024, we released a reserve of $1.5 million including accrued interest of $0.2 million and accrued penalty of $0.2 million, as a result of the lapse of statute for the 2019 period.
During the year ended March 31, 2025, we released a reserve of $3.6 million including accrued interest of $0.6 million and accrued penalty of $0.5 million, as a result of the lapse of statute for the 2020 period. We also recorded additional accrued interest of $1.2 million and accrued penalty of $0.2 millions on historical tax positions.
As compared with the statutory rate for the year ended March 31, 2023, the provision for income taxes was primarily impacted by the state tax expense, which increased the provision by $2.9 million and the effective rate by 2.3%, executive compensation limitation, which increased the provision by $1.6 million and the effective rate by 1.2%; impact of GILTI inclusions, which increased the provision by $1.1 million and the effective tax rate by 0.9%; impact of repatriation of foreign earnings, which increased the provision by $0.9 million and the effective rate by 0.7% and the additional non-deductible expenses. which increased the provision by $0.6 million and the effective rate by 0.4%.
As compared with the statutory rate for the year ended March 31, 2025, the provision for income taxes was primarily impacted by state tax expense (net of federal benefits), which increased the provision by $6.3 million and effective rate by 3.5%, executive compensation limitation, which increased the provision by $2.7 million and the effective tax rate by 1.5%.
See Note 2 to our consolidated financial statements included in Item 8 of this Annual Report for a discussion of our acquisitions. 36 Table of Contents Debt Our long-term debt obligation consists of the Revolver Borrowings with a maturity date in fiscal 2027.
These acquisitions were funded through a combination of cash on hand, borrowings under our Revolving Credit Facility and stock consideration. See Note 2 to our consolidated financial statements included in Item 8 of this Annual Report for a discussion of our acquisitions. Debt Our long-term debt obligation consists of the Revolver Borrowings with maturity date in fiscal 2027.
The operations of CG and ACG have been included in our consolidated results of operations and in the operating results of our Contractor Solutions segment since the July 8, 2022 date of acquisition.
The operations of PF WaterWorks have been included in our consolidated results of operations and in the operating results of our Contractor Solutions segment since the November 4, 2024 date of acquisition.
Year Ended March 31, (amounts in thousands, except percentages) 2024 2023 2022 Revenues, net $ 536,494 $ 513,776 $ 416,487 Operating income 142,037 126,204 96,115 Operating margin 26.5 % 24.6 % 23.1 % Net revenues for the year ended March 31, 2024 increased $22.7 million, or 4.4%, as compared with the year ended March 31, 2023.
Year Ended March 31, (amounts in thousands, except percentages) 2025 2024 2023 Revenues, net $ 617,331 $ 536,494 $ 513,776 Operating income 165,893 142,037 126,203 Operating margin 26.9 % 26.5 % 24.6 % Net revenues for the year ended March 31, 2025 increased $80.8 million, or 15.1%, as compared with the year ended March 31, 2024.
As of March 31, 2024, we had $166.0 million in outstanding Revolver Borrowings, which resulted in a borrowing capacity of $334.0 million. See Note 8 to our consolidated financial statements included in Item 8 of this Annual Report for a discussion of our indebtedness. Dividends Total dividends of $11.9 million were paid during the year ended March 31, 2024.
As of March 31, 2025, we had $0.0 million in outstanding Revolver Borrowings, which resulted in a borrowing capacity of $498.7 million (net of credit utilization). See Note 8 to our consolidated financial statements included in Item 8 of this Annual Report for a discussion of our indebtedness.
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 $100.0 million repurchase program, 53,133 shares were repurchased during the year ended March 31, 2024 for $10.5 million and no shares were repurchased during the year ended March 31, 2023.
On November 18, 2024, we announced that our Board of Directors authorized a new $200.0 million share repurchase program, which replaced the previously announced $100.0 million program. Under the current $200.0 million repurchase program, a total of 20,045 shares were repurchased during the year ended March 31, 2025 for $6.8 million.
Through these differentiated products, our Contractor Solutions segment expects to achieve incremental ductless and ducted HVAC/R market penetration. CG and ACG activity has been included in our Contractor Solutions segment since the acquisition date.
Through these differentiated products, our Contractor Solutions segment expects to achieve incremental ductless and ducted HVAC/R market penetration.
Net Revenues Year Ended March 31, (amounts in thousands) 2024 2023 2022 Revenues, net $ 792,840 $ 757,904 $ 626,435 Net revenues for the year ended March 31, 2024 increased $34.9 million, or 4.6%, as compared with the year ended March 31, 2023.
Net Revenues Year Ended March 31, (amounts in thousands) 2025 2024 2023 Revenues, net $ 878,301 $ 792,840 $ 757,904 Net revenues for the year ended March 31, 2025 increased $85.5 million, or 10.8%, as compared with the year ended March 31, 2024.
Contractor Solutions Segment Results Our Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for the professional trades.
We evaluate segment performance and allocate resources based on each segment’s operating income. The key operating results for our three business segments are discussed below. Contractor Solutions Segment Results Our Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R and plumbing applications, which are designed primarily for the professional trades.
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. Our Markets HVAC/R The HVAC/R market is our largest market served and it represented approximately 54% and 55% of our net revenues in the years ended March 31, 2024 and 2023, respectively.
CG and ACG activity has been included in our Contractor Solutions segment since the acquisition date. 29 Table of Contents Our Markets HVAC/R The HVAC/R market is our largest market served and it represented approximately 56% and 54% of our net revenues in the years ended March 31, 2025 and 2024, respectively.
See Note 12 to our consolidated financial statements included in Item 8 of this Annual Report for a discussion of dividends. Share Repurchase Program On October 30, 2020, our Board of Directors approved a repurchase program authorizing the repurchase of up to $100.0 million of our common stock, which replaced a prior $75.0 million repurchase program.
See Note 12 to our consolidated financial statements included in Item 8 of this Annual Report for a discussion of dividends. Share Repurchase Program On December 16, 2022, we announced that our Board of Directors authorized a program to repurchase up to $100.0 million of our common stock over a two-year period.
Operating income for the year ended March 31, 2023 increased $11.2 million, or 124.0%, as compared with the year ended March 31, 2022. The increase was primarily due to the increased net revenue, partially offset by increased operating expenses.
Operating income for the year ended March 31, 2024 increased $2.1 million, or 10.4%, as compared with the year ended March 31, 2023. The increase was primarily due to the increased net revenue, combined with a slight decrease in operating expenses.
We test these intangible assets for impairment at least annually as of January 31 or whenever events or circumstances indicate that the carrying amount may not be recoverable. Significant assumptions used in the impairment test include the discount rate, royalty rate, future sales projections and terminal value growth rate.
We have indefinite-lived intangible assets in the form of trademarks and license agreements. We test these intangible assets for impairment at least annually as of January 31 or whenever events or circumstances indicate that the carrying amount may not be recoverable.
We test the value of goodwill for impairment as of January 31 each year or whenever events or circumstances indicate such asset may be impaired. The test for goodwill impairment involves significant judgement in estimating projections of fair value generated through future performance of each of the reporting units.
The test for goodwill impairment involves significant judgement in estimating projections of fair value generated through future performance of each of the reporting units.
This was partially offset by IRC section 250 deductions, which decreased the provision by $1.1 million and the effective tax rate by 0.7%.
This was partially offset by IRC section 250 deductions, which decreased the provision by $1.1 million and the effective tax rate by 0.7%. Our federal income tax returns remain subject to examination for the years ended March 31, 2024, 2023 and 2022.
Operating income for the year ended March 31, 2023 increased $30.1 million, or 31.3%, as compared with the year ended March 31, 2022.
Operating income for the year ended March 31, 2025 increased $23.9 million, or 16.8%, as compared with the year ended March 31, 2024.
The increase was primarily due to pricing initiatives and reduced ocean and domestic freight expenses as compared to the prior year period. Gross profit for the year ended March 31, 2023 increased $62.3 million, or 24.3%, as compared with the year ended March 31, 2022.
The increase was primarily due to pricing initiatives and reduced ocean and domestic freight expenses as compared to the prior year period.
Our capital expenditures have been focused on capacity expansion, continuous 35 Table of Contents improvement and automation, safety enhancements, enterprise resource planning systems and new product introductions. • During the year ended March 31, 2024, we acquired Dust Free for an aggregate purchase price of $34.7 million comprised of $27.4 million in cash consideration (net of cash received).
Our capital expenditures have been focused on continuous improvement and automation, safety, capacity expansion, enterprise resource planning systems and new product introductions • During the year ended March 31, 2025, we acquired PF WaterWorks for an aggregated purchase price of $45.6 million, including $40.0 million in cash consideration and a working capital true-up adjustment of $2.4 million at closing.
The increase in operating expenses as a percentage of sales was primarily attributable to sales increasing by a lower percentage than the increase in operating expenses. Selling, general and administrative expenses for the year ended March 31, 2023 increased $20.6 million, or 13.0%, as compared with the year ended March 31, 2022.
The increase was partially offset by a prior year trademark impairment that did not recur. The operating expenses as a percentage of sales in the current year was comparable to the prior year. Selling, general and administrative expenses for the year ended March 31, 2024 increased $12.5 million, or 7.0%, as compared with the year ended March 31, 2023.
The North American mining industry is heavily weighted toward coal production and has experienced headwinds due to continued decline in domestic coal demand, partially mitigated by the seaborne coal export market.
Across the globe, we provide market-leading lubricants to open gears used in large mining excavation equipment, primarily through direct sales agents, as well as a network of strategic distributors. The North American mining industry is heavily weighted toward coal production and has experienced headwinds due to continued decline in domestic coal demand, partially mitigated by the seaborne coal export market.
While we believe we have adequately provided for any reasonably foreseeable outcome related to these matters, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities.
Our income tax returns in certain state income tax jurisdictions remain subject to examination for various periods for the period ended September 30, 2015 and subsequent years. 40 Table of Contents While we believe we have adequately provided for any reasonably foreseeable outcome related to these matters, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities.
Cash Flow Analysis Year Ended March 31, (amounts in thousands) 2024 2023 2022 Net cash provided by operating activities $ 164,332 $ 121,453 $ 69,089 Net cash used in investing activities (45,454) (72,166) (51,456) Net cash used in financing activities (114,073) (46,840) (13,039) Our cash balance at March 31, 2024 was $22.2 million, as compared with $18.5 million at March 31, 2023.
Cash Flow Analysis Year Ended March 31, (amounts in thousands) 2025 2024 2023 Net cash provided by operating activities $ 168,362 $ 164,332 $ 121,453 Net cash used in investing activities (102,221) (42,504) (69,716) Net cash provided by (used in) financing activities 138,047 (117,023) (49,290) Our cash balance at March 31, 2025 was $225.8 million, as compared with $22.2 million at March 31, 2024.
Our income tax returns for TRUaire's pre-acquisition periods including calendar years 2018, 2019 and 2020 remain subject to examinations. Our income tax returns in certain state income tax jurisdictions remain subject to examination for various periods for the period ended September 30, 2015 and subsequent years.
Our income tax returns for Falcon's pre-acquisition periods including calendar years 2022 (partial year), 2021, 2020 and 2019 remain subject to examinations. Our income tax returns for TRUaire's pre-acquisition periods including calendar years 2017, 2018, 2019 and 2020 remain subject to examinations.
This was offset by IRC section 250 deductions, which decreased the provision by $1.6 million and the effective tax rate by 1.3%; foreign tax credits, which decreased the provision by $0.6 million and the effective tax rate by 0.5%.
This was offset by uncertain tax positions, which decreased the provision by $2.3 million ($3.6 million UTP release offset by $1.3 million of penalties and interest) and the effective tax rate of 1.3%; tax benefits related to the restricted stock vesting, which decreased the provision by $1.4 million and the effective tax rate by 0.8% and IRC section 250 deductions, which decreased the provision by $1.2 million and the effective tax rate by 0.7%.
The cost and terms of any financing to be raised in conjunction with any acquisition, including our ability to raise capital, is a critical consideration in any such evaluation. During the year ended March 31, 2024, we acquired 100% of the outstanding equity of Dust Free, based in Royse City, Texas, for an aggregate purchase price of $34.7 million.
The cost and terms of any financing to be raised in conjunction with any acquisition, including our ability to raise capital, is a critical consideration in any such evaluation.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+3 added−1 removed5 unchanged
Biggest changeOn February 7, 2023, we entered into an interest rate swap to hedge our exposure to variability in cash flows from interest payments on the first $100.0 million borrowing under our Revolving Credit Facility (defined in Note 8). At March 31, 2024, we had $66.0 million in unhedged variable rate indebtedness with an average interest rate of 6.68%.
Biggest changeOn February 7, 2023, we entered into an interest rate swap to hedge our exposure to variability in cash flows from interest payments on the first $100.0 million borrowing under our Revolving Credit Facility (defined in Note 8). In September 2024, the hedge was terminated as described in Note 8.
This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices. 41 Table of Contents
This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices.
We realized net (losses) gains associated with foreign currency translation of $(1.9) million, $(3.8) million and a loss of less than $0.1 million for the years ended March 31, 2024, 2023 or 2022, respectively, which are included in accumulated other comprehensive income (loss).
We realized net (losses) gains associated with foreign currency translation of $(1.9) million, $(1.9) million and $(3.8) million for the years ended March 31, 2025, 2024 or 2023, respectively, which are included in accumulated other comprehensive income (loss).
We recognized foreign currency transaction net gains (losses) of $0.3 million, $0.4 million and $(0.2) million for the years ended March 31, 2024, 2023 or 2022, respectively, which are included in other income (expense), net on our consolidated statements of operations.
We recognized foreign currency transaction net gains (losses) of $0.0 million, $1.1 million and $0.1 million for the years ended March 31, 2025, 2024 or 2023, respectively, which are included in other income (expense), net on our consolidated statements of operations.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk.
If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk.
Based on a sensitivity analysis as of March 31, 2024, a 10% change in the foreign currency exchange rates for the year ended March 31, 2024 would have impacted our income by approximately 5%.
Based on a sensitivity analysis as of March 31, 2025, a 10% change in the foreign currency exchange rates for the year ended March 31, 2025 would have impacted our net income by 3%.
Removed
Starting in April 2024, each quarter point change in interest rates would result in a change of approximately $0.2 million in our interest expense on an annual basis, inclusive of the interest rate swap. We may also be exposed to credit risk in derivative contracts we may use.
Added
At March 31, 2025, we had $0.0 million in unhedged variable rate indebtedness as the outstanding balance of the Revolving Credit Facility was paid off in September 2024. We may also be exposed to credit risk in derivative contracts we may use. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract.
Added
International Markets Risk Our manufacturing operations are concentrated in the U.S., Vietnam and Canada, and we have distribution operations in the U.S., Australia, Canada and the U.K. Rapidly changing global trade policies, such as tariffs, may increase operating costs and uncertainty.
Added
We continue to monitor domestic and international regulatory developments relevant to our manufacturing and distribution operations. 42 Table of Contents

Other CSW 10-K year-over-year comparisons