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

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


	March 31,
	2024		2023
Cash	$	5,909	$	7,519
Accounts receivable, net	8,094		7,376
Inventories, net	3,851		2,971
Prepaid expenses and other current assets	138		115
Property, plant and equipment, net	14,241		11,923
Intangible assets, net	5,669		6,478
Other assets	315		137
Total assets	$	38,217	$	36,519

Accounts payable	$	6,004	$	6,274
Accrued and other current liabilities	1,463		1,417
Other long-term liabilities	206		66
Total liabilities	$	7,673	$	7,757

The Whitmore JV's LLC Agreement contains a put option that gives either member the right to sell its 50% equity interest in the Whitmore JV to the other member at a dollar amount equivalent to 90% of the initiating member's equity interest determined based on the fair market value of the Whitmore JV's net assets. This put option can be exercised, at either member's discretion, by providing written notice to the other member during the month of July 2024 and every two years afterwards. This redeemable noncontrolling interest is recorded at the higher of the redemption value or carrying value each reporting period. Changes in redeemable noncontrolling interest for the year ended March 31, 2024 were as follows (in thousands):


	March 31,
	2024		2023
Balance at beginning of the year	$	18,464	$	15,325

Net income attributable to redeemable noncontrolling interest	891		139
Contributions from noncontrolling interest	—		3,000


Balance at end of the year	$	19,355	$	18,464