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Item 2 — Management's Discussion and Analysis
Csw Industrials, Inc. · 10-Q · Q1 FY2027 · Period ended Jun 30, 2026
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The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the "Quarterly Report"), as well as our consolidated financial statements and related notes for the fiscal year ended March 31, 2026 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the "Annual Report"). This discussion and analysis contains forward-looking statements based on current expectations relating to future events and our future performance that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” below. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those risk factors set forth in our Annual Report and in this Quarterly Report.
Overview
CSW Industrials, Inc. (the “Company,” “CSW,” “we,” “our” or “us”) is a diversified industrial growth company with a strategic focus on providing niche, value-added products in the end markets we serve. We operate in three business segments: Contractor Solutions, Specialized Reliability Solutions and Engineered Building Solutions. Our products include mechanical products for heating, ventilation, air conditioning and refrigeration ("HVAC/R"), plumbing products, grilles, registers and diffusers, 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.
Drawing on our innovative and proven technologies, we seek to deliver solutions primarily to contractors that place a premium on superior performance and reliability. We believe our brands are well-known in the specific end markets we serve and have a reputation for high quality. We rely on both organic growth and inorganic growth through acquisitions to provide an increasingly broad portfolio of performance optimizing solutions that meet our customers’ ever-changing needs. We have a successful record of making attractive and synergistic acquisitions in support of this objective, and we remain focused on identifying additional acquisition opportunities in our core end markets.
Many of our products are used to protect the capital assets of our customers that are expensive to repair or replace and are critical to their operations. We have a source of recurring revenue from the maintenance, repair and overhaul and consumable nature of many of our products. We also provide some custom engineered products that strengthen and enhance our customer relationships. The reputation of our product portfolio is built on more than 100 well-respected brand names, such as AC Guard®, Air Sentry®, Amrad®, Aspen ManufacturingTM, Balco®, Cover Guard®, Deacon®, Duckt-Strip®, Dust Free®, Falcon®, Greco®, Hydrotex®, Jet-Lube®, Kopr-Kote®, Leak Freeze®, MARS®, Metacaulk®, No. 5®, OilSafe®, PF WaterWorksTM, ProAction Fluids®, PSP ProductsTM, RectorSeal®, Safe-T-Switch®, Shoemaker Manufacturing®, Smoke Guard®, TRUaire® and Whitmore®.
The ongoing conflict in the Middle East, including active military operations in Iran that began February 28, 2026, has contributed to disruptions in global shipping lanes, particularly through the Strait of Hormuz and the broader Persian Gulf region. While we do not source materials directly from Iran or the Persian Gulf region, the conflict has contributed to elevated crude oil prices, ocean and domestic freight and certain commodity costs, and it has extended lead times from Asian suppliers as carriers reroute through alternative passages including the Cape of Good Hope. We are continuing to work with our logistics partners to mitigate these impacts and do not currently believe they will have a material adverse effect on our ability to meet customer demand, though we continue to monitor the situation closely.
Our Outlook
We expect to maintain a strong balance sheet in fiscal year 2027, which provides us with access to capital through our cash on hand, internally-generated cash flow, and availability under our Revolving Credit Facility ("RCF") and Senior Secured Term Loan A ("TLA"). Our capital allocation strategy continues to guide our investing decisions, with a priority to direct capital to the highest risk adjusted return opportunities, within the categories of organic growth, strategic acquisitions and the return of cash to shareholders through our share repurchase and dividend programs. With the strength of our financial position, we will continue to invest in financially and strategically attractive expanded product offerings, key elements of our long-term strategy of targeting long-term profitable growth. We will continue to invest our capital in maintaining our facilities and in continuous improvement initiatives. We recognize the importance of, and remain committed to, continuing to drive organic growth, as well
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as investing additional capital in opportunities with attractive risk-adjusted returns, driving increased penetration in the end markets we serve. We remain disciplined in our approach to acquisitions, particularly as it relates to our assessment of valuation, prospective synergies, diligence, cultural fit and ease of integration, especially in light of economic conditions.
RESULTS OF OPERATIONS
The following discussion provides an analysis of our consolidated results of operations and results for each of our segments.
All acquisitions are described in Note 2 to our consolidated financial statements included in this Quarterly Report. Duckt-Strip activity has been included in our results within our Contractor Solutions segment since the March 12, 2026 acquisition date. ProAction Fluids activity has been included in our results within our Specialized Reliability Solutions segment since the November 20, 2025 acquisition date. Hydrotex activity has been included in our results within our Specialized Reliability Solutions segment since the November 5, 2025 acquisition date. MARS Parts activity has been included in our results within our Contractor Solutions segment since the November 4, 2025 acquisition date. Aspen Manufacturing activity has been included in our results within our Contractor Solutions segment since the May 1, 2025 acquisition date.
Revenues, net
Three Months Ended June 30,
(Amounts in thousands) 2026 2025
Revenues, net $ 350,650 $ 263,646
Net revenues for the three months ended June 30, 2026 increased $87.0 million, or 33.0%, as compared with the three months ended June 30, 2025. The increase was primarily due to the acquisitions of MARS Parts, Aspen Manufacturing, Hydrotex, and ProAction Fluids ($73.0 million or 27.7%). Organic revenue increased $14.0 million, or 5.3%, driven by pricing actions and higher unit volumes. Net revenue increased in the HVAC/R, general industrial, plumbing, and mining end markets and decreased in the architecturally-specified building products, rail transportation, and electrical end markets.
Gross Profit and Gross Profit Margin
Three Months Ended June 30,
(Amounts in thousands, except percentages) 2026 2025
Gross profit $ 157,361 $ 115,442
Gross profit margin 44.9 % 43.8 %
Gross profit for the three months ended June 30, 2026 increased $41.9 million, or 36.3%, as compared with the three months ended June 30, 2025. The increase was primarily a result of increased revenue, partially offset by increases in material and freight costs. Gross profit margin of 44.9% for the three months ended June 30, 2026 increased as compared to 43.8% for the three months ended June 30, 2025. The increase was driven by pricing actions and favorable product mix, partially offset by increases in material and freight costs.
Operating Expenses
Three Months Ended June 30,
(Amounts in thousands, except percentages) 2026 2025
Operating expenses $ 77,507 $ 60,566
Operating expenses as a percentage of revenues, net 22.1 % 23.0 %
Operating expenses for the three months ended June 30, 2026 increased $16.9 million, or 28.0%, as compared with the three months ended June 30, 2025. The increase was primarily due to added expenses related to the inclusion of MARS Parts, Aspen Manufacturing, Hydrotex and ProAction Fluids in the current period, including amortization of intangible assets and the acquisition-related integration expenses. The decrease in operating expenses as a percentage of revenues was attributable to the revenue growing faster than the operating expenses, resulted from successful operating expense leverage from recent acquisitions and organic revenue growth.
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Operating Income
Three Months Ended June 30,
(Amounts in thousands, except percentages) 2026 2025
Operating income $ 79,854 $ 54,876
Operating margin 22.8 % 20.8 %
Operating income for the three months ended June 30, 2026 increased $25.0 million, or 45.5%, as compared with the three months ended June 30, 2025, as the result of the increase in gross profit, partially offset by the increase in operating expenses, as discussed above. Operating margin of 22.8% for the three months ended June 30, 2026 increased as compared to 20.8% for the three months ended June 30, 2025. The increase was driven by the aforementioned increase in gross profit margin and decrease in operating expenses as a percentages of revenue.
Other Income and Expense
Net interest expense of $12.7 million for the three months ended June 30, 2026 increased $11.7 million as compared to net interest expense of $1.0 million for the three months ended June 30, 2025. The increase in the three months ended June 30, 2026 was due to the increased average borrowing under our RCF and TLA to fund the acquisitions (discussed in Note 2) and share repurchasing activities (discussed in Note 12).
Other expense, net of $0.2 million for the three months ended June 30, 2026 increased $0.7 million, as compared to the net income of $0.5 million for the three months ended June 30, 2025. The change in the three months ended June 30, 2026 was due to the foreign currency gains/losses related to transactions in currencies other than functional currencies.
Provision for Income Taxes and Effective Tax Rate
For the three months ended June 30, 2026, we earned $66.9 million from operations before taxes and recognized income tax expenses of $17.1 million, resulting in an effective tax rate of 25.6%. The provision for income taxes differed from the statutory rate for the three months ended June 30, 2026 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for global intangible low-taxed income ("GILTI"); offset by excess tax deductions related to equity compensation, foreign tax credits, and foreign-derived intangible income (“FDII”).
For the three months ended June 30, 2025, we earned $54.4 million from operations before taxes and recognized income tax expenses of $13.2 million, resulting in an effective tax rate of 24.3%. The provision for income taxes differed from the statutory rate for the three months ended June 30, 2025 primarily due to state income tax (net of federal benefit), executive compensation limitations, and provision for GILTI; offset by adjustment to tax payable, foreign tax credits, excess tax deductions related to equity compensation and FDII.
The Company expects $6.6 million of reserves for uncertain tax provisions to either be settled or expire within the next 12 months as the statutes of limitations expire. We are under examination by the state of New York for the fiscal years ended March 31, 2024 through March 31, 2025. We have not been notified of any material adjustments.
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Business Segments
We conduct our operations through three business segments based on how we manage the business. We evaluate segment performance and allocate resources based on each segment's operating income. The key operating results for our three segments are discussed below.
Contractor Solutions Segment Results
The Contractor Solutions segment manufactures efficiency and performance enhancing products predominantly for residential and commercial HVAC/R, plumbing and electrical applications, which are designed primarily for professional end-use customers.
Three Months Ended June 30,
(Amounts in thousands) 2026 2025
Revenues, net $ 276,007 $ 196,740
Operating income 75,016 52,759
Operating margin 27.2 % 26.8 %
Net revenues for the three months ended June 30, 2026 increased $79.3 million, or 40.3%, as compared with the three months ended June 30, 2025. The increase was primarily due to the acquisitions of MARS Parts and Aspen Manufacturing ($67.6 million or 34.4%). Organic revenue increased $11.6 million, or 5.9%, due to pricing actions and higher unit volumes. Net revenue increased in the HVAC/R, plumbing, and architecturally-specified building product end markets and decreased in the electrical end market.
Operating income for the three months ended June 30, 2026 increased $22.3 million, or 42.2%, as compared with the three months ended June 30, 2025. The increase was primarily due to the increased revenue, which more than offset higher material and freight costs and incremental spend related to the integration of completed acquisitions. Operating income margin of 27.2% for the three months ended June 30, 2026 increased as compared to 26.8% for the three months ended June 30, 2025. This increase was due to pricing actions and successful operating expenses leverage of recent acquisitions, partially offset by higher material and freight costs and acquisition integration costs.
Specialized Reliability Solutions Segment Results
The Specialized Reliability Solutions segment provides products for increasing reliability, efficiency, performance and lifespan of industrial assets and solving equipment maintenance challenges.
Three Months Ended June 30,
(Amounts in thousands) 2026 2025
Revenues, net $ 48,194 $ 36,806
Operating income 8,053 5,241
Operating margin 16.7 % 14.2 %
Net revenues for the three months ended June 30, 2026 increased $11.4 million, or 30.9%, as compared to the three months ended June 30, 2025. The increase was primarily due to the acquisitions of Hydrotex and ProAction Fluids ($5.3 million or 14.5%). Organic revenue increased $6.1 million, or 16.5% due to higher unit volume and pricing actions. Net revenue increased in the general industrial and mining end markets and decreased in the rail transportation end market.
Operating income for the three months ended June 30, 2026 increased $2.8 million or 53.6% as compared to the three months ended June 30, 2025. The increase was primarily due to the increased revenue, which more than offset higher freight and material costs and acquisition integration expenses. Operating income margin of 16.7% for the three months ended June 30, 2026 increased as compared to 14.2% for the three months ended June 30, 2025, benefiting from improved operating leverage from the recent acquisitions and higher organic volume, pricing actions and a mix shift toward higher-margin products, partially offset by higher freight and material costs and acquisition integration expenses.
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Engineered Building Solutions Segment Results
The Engineered Building Solutions segment provides primarily code-driven, life-safety products that are engineered to provide aesthetically-pleasing solutions for the construction, refurbishment and modernization of commercial, institutional and multi-family residential buildings.
Three Months Ended June 30,
(Amounts in thousands) 2026 2025
Revenues, net $ 28,937 $ 31,896
Operating income 4,574 3,999
Operating margin 15.8 % 12.5 %
Net revenues for the three months ended June 30, 2026 decreased $3.0 million or 9.3% as compared to the three months ended June 30, 2025 due to softness in the residential market served by the Greco business, partially offset by pricing actions and volume growth in the Smoke Guard business.
Operating income for the three months ended June 30, 2026 increased $0.6 million, or 14.4%, as compared with the three months ended June 30, 2025. The increase was primarily attributed by the Smoke Guard business, reflecting successful execution of material sourcing strategies and improved quality control that eliminated certain warranty costs incurred in prior period. Operating income margin of 15.8% for the three months ended June 30, 2026 increased as compared to 12.5% for the three months ended June 30, 2025 due to the mix shift toward the higher-margin Smoke Guard business.
LIQUIDITY AND CAPITAL RESOURCES
General
Existing cash on hand, cash generated by operations and borrowings available under our RCF (“Revolver Borrowings”) and TLA are our primary sources of short-term liquidity. Our ability to consistently generate strong cash flow from our operations is one of our most significant financial strengths: it enables us to invest in our people and our brands, make capital investments and strategic acquisitions, provide a cash dividend program, and from time-to-time, repurchase shares of our common stock. Additionally, we use our Revolver Borrowings to support our working capital requirements, capital expenditures and strategic acquisitions. We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures, make scheduled interest payments on debt and meet our contingent consideration obligations. Absent a material deterioration of market conditions, we believe that cash flows from operating activities and financing activities (which would primarily consist of Revolver Borrowings), will provide adequate resources to satisfy our working capital, scheduled interest and principal 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 needs.
Cash Flow Analysis
Three Months Ended June 30,
(Amounts in thousands) 2026 2025
Net cash provided by operating activities $ 75,620 $ 60,641
Net cash used in investing activities (5,992) (326,718)
Net cash (used in) provided by financing activities (55,341) 78,424
Our cash balance (including cash and cash equivalents) at June 30, 2026 was $47.5 million, as compared with $33.8 million at March 31, 2026.
For the three months ended June 30, 2026, our cash provided by operating activities from operations was $75.6 million, as compared with $60.6 million for three months ended June 30, 2025.
•Working capital used cash for the three months ended June 30, 2026 due to higher accounts receivable ($24.6 million), partially offset by higher accounts payable and other current liabilities ($12.5 million), lower prepaid expenses and other current assets ($7.5 million) and lower inventory ($2.2 million).
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•Working capital provided cash for the three months ended June 30, 2025 due to lower inventories ($7.6 million), lower prepaid and other current assets ($0.7 million), partially offset by higher accounts receivable ($7.8 million).
Cash flows used in investing activities from operations during the three months ended June 30, 2026 were $6.0 million, as compared with $326.7 million used in investing activities for the three months ended June 30, 2025.
•Capital expenditures during the three months ended June 30, 2026 and 2025 were $6.0 million and $2.9 million, respectively. Our capital expenditures have been focused on capacity expansion (including $0.7 million and $0.3 million during the current and prior year periods for the Whitmore JV), new product introductions, continuous improvement and automation of manufacturing facilities and enterprise resource planning systems.
•During the three months ended June 30, 2025, we acquired Aspen Manufacturing for an aggregate purchase price of $327.6 million, including $313.5 million in cash consideration and working capital adjustment of $14.1 million, as discussed in Note 2 to our consolidated financial statements included in this Quarterly Report.
Cash flows (used in) provided by financing activities during the three months ended June 30, 2026 and 2025 were $(55.3) million and $78.4 million, respectively.
•Net borrowings (repayments) on our RCF and TLA (as discussed in Note 8 to our consolidated financial statements included in this Quarterly Report) of $(14.0) million and $95.0 million during the three months ended June 30, 2026 and 2025, respectively.
•As discussed in Note 12 to our consolidated financial statements included in this Quarterly Report, repurchases of shares under our share repurchase program of $25.5 million and $4.7 million during the three months ended June 30, 2026 and 2025, respectively.
•In connection with the vesting of equity awards under our Long Term Incentive Plan, $10.9 million and $4.4 million were tendered by employees to satisfy minimum tax withholding requirements during the three months ended June 30, 2026 and 2025, respectively.
•Payments of $2.8 million of underwriting discounts and fees in connection with our Third Amended and Restated Credit Agreement during the three months ended June 30, 2025, as discussed in Note 8 to our consolidated financial statements included in this Quarterly Report.
•Dividend payments of $4.9 million and $4.5 million during the three months ended June 30, 2026 and 2025, respectively.
Acquisitions and Dispositions
We regularly evaluate acquisition opportunities of various sizes. The cost and terms of any financing to be raised in conjunction with any acquisition, including our ability to raise capital, is a critical consideration in any such evaluation. Note 2 to our consolidated financial statements included in this Quarterly Report contains a discussion of the recent acquisitions.
Financing
Credit Facilities
See Note 8 to our consolidated financial statements included in this Quarterly Report for a discussion of our indebtedness. We were in compliance with all covenants as of June 30, 2026. See Note 10 to our consolidated financial statements included in this Quarterly Report for a discussion of our interest rate swaps.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis of financial condition and results of operations are based on our consolidated financial statements and related footnotes contained within this Quarterly Report. Our critical accounting policies used in the preparation of our consolidated financial statements were discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report. No significant changes to these policies, as described in our Annual Report, have occurred in the three months ended June 30, 2026.
The process of preparing consolidated financial statements in conformity with U.S. generally accepted accounting principles requires the use of estimates and assumptions to determine certain of the assets, liabilities, revenues and expenses. These estimates and assumptions are based upon what we believe is the best information available at the time of the estimates or assumptions. The estimates and assumptions could change materially as conditions within and beyond our control change. Accordingly, actual results could differ materially from those estimates.
Based on an assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, we believe that our consolidated financial statements provide a meaningful and fair perspective of our consolidated financial condition and results of operations. This is not to suggest that other general risk factors, such as changes in worldwide demand, changes in material costs, performance of acquired businesses and others, could not adversely impact our consolidated financial condition, results of operations and cash flows in future periods. See “Cautionary Note Regarding Forward-Looking Statements” below.
ACCOUNTING DEVELOPMENTS
We have presented the information about pronouncements not yet implemented in Note 1 to our consolidated financial statements included in this Quarterly Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements appearing in this Quarterly Report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include expected restructuring charges and the results of the restructuring, financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. Forward-looking statements may include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:
•our business strategy;
•changes in local political, economic, social and labor conditions;
•potential disruptions from wars and military conflicts, including geopolitical uncertainty due to the conflicts in the Middle East and Ukraine;
•future levels of revenues, operating margins, income from operations, net income or earnings per share;
•the ability to respond to 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;
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•changes in global trade policies and tariffs; and
•the other factors listed under “Risk Factors” in our Annual Report and other filings with the SEC.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements for a number of important factors, including those listed under “Risk Factors” in our Annual Report and in this Quarterly Report. You should not put undue reliance on any forwarding-looking statements in this Quarterly Report. We assume no obligation to update or revise these forward-looking statements, except as required by law.