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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2024
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia000-1479854-1138147
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
561 Shady Elm Road,Winchester,Virginia22602
(Address of principal executive offices(Zip Code)

Registrant’s telephone number, including area code: (540) 665-9100
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock (no par value)AMWDNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

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


American Woodmark Corporation


ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 29, 2024, the Registrant issued a press release announcing results for its third quarter of fiscal year 2024 ended January 31, 2024. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit 99.1    Registrant's Press Release dated February 29, 2024.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


AMERICAN WOODMARK CORPORATION
(Registrant)



/s/ PAUL JOACHIMCZYK/s/ M. SCOTT CULBRETH
Paul JoachimczykM. Scott Culbreth
Senior Vice President and Chief Financial Officer
President & Chief Executive Officer
Date: February 29, 2024
Date: February 29, 2024
Signing on behalf of the registrant and as principal financial officerSigning on behalf of the registrant and as principal executive officer




Exhibit 99.1
aw_logoxprixhrzx150xrgbxred.jpg
P. O. Box 1980
Winchester, VA 22604-8090


Contact:Kevin Dunnigan
VP & Treasurer
540-665-9100



AMERICAN WOODMARK CORPORATION ANNOUNCES THIRD QUARTER RESULTS

Fiscal Third Quarter 2024 Financial Highlights:

•Net sales decreased 12.2% year-over-year to $422.1 million
•Net income increased 44.1% year-over-year to $21.2 million
•GAAP EPS of $1.32; Adjusted EPS of $1.66
•Adjusted EBITDA decreased 0.7% year-over-year to $50.6 million
•Cash provided by operating activities of $43.7 million; free cash flow of $21.8 million
•Repurchased 215,629 shares for $19.6 million

Fiscal First Nine Months 2024 Financial Highlights:

•Net sales decreased 12.0% year-over-year to $1,394.2 million
•Net income increased 40.6% year-over-year to $89.4 million
•GAAP EPS of $5.46; Adjusted EPS of $6.83
•Adjusted EBITDA increased 13.1% year-over-year to $198.1 million
•Cash provided by operating activities of $187.4 million; free cash flow of $131.7 million
•Repurchased 938,144 shares for $71.8 million

WINCHESTER, Virginia (February 29, 2024) -- American Woodmark Corporation (NASDAQ: AMWD) (the "Company") today announced results for its third fiscal quarter ended January 31, 2024.

“As our teams have demonstrated throughout the fiscal year, we delivered strong financial performance in the third quarter of fiscal year 2024 despite the slowing demand environment,” said Scott Culbreth, President and CEO. “Consistent with the first half of fiscal year 2024 performance, net sales and Adjusted EBITDA exceeded our expectations as improved operational performance continues. The Company’s net sales outlook for the remainder of the fiscal year remains unchanged from the prior outlook but we now expect stronger Adjusted EBITDA performance.”

Third Quarter Results

Net sales for the third quarter of fiscal 2024 decreased $58.6 million, or 12.2%, to $422.1 million compared with the same quarter of the prior fiscal year. Net income was $21.2 million ($1.32 per diluted share and 5.0% of net sales) compared with $14.7 million ($0.88 per diluted share and 3.1% of net sales) in the same quarter of the prior fiscal year. Net income for the third quarter of fiscal 2024 increased $6.5 million due to favorable product mix and pricing matching inflationary cost impacts, operational improvements in our manufacturing facilities, a stabilizing supply chain and reduced overhead spending, offset by a decrease in net sales. Adjusted EPS per diluted share was $1.66 for the third quarter of fiscal 2024 compared with $1.46 in the same quarter of the prior fiscal year. Adjusted EBITDA for the third quarter of fiscal 2024 decreased $0.4 million, or 0.7%, to $50.6 million, or 12.0% of net sales, compared to $51.0 million, or 10.6% of net sales, for the same quarter of the prior fiscal year.

Fiscal Year to Date Results

Net sales for the first nine months of fiscal 2024 decreased $190.9 million, or 12.0%, to $1,394.2 million compared with the same period of the prior fiscal year. Net income was $89.4 million ($5.46 per diluted share and 6.4% of net sales) compared with $63.6 million ($3.82 per diluted share and 4.0% of net sales) in the same period of the prior fiscal year. Net income for the first nine months of fiscal 2024 increased $25.8 million due to favorable product mix and pricing matching inflationary cost impacts, operational improvements in our manufacturing facilities, a stabilizing supply chain and reduced overhead spending, offset by a decrease in net sales and a $4.9 million pre-tax charge related to Antidumping and Countervailing Duty Orders on


AMWD Announces Third Quarter Results
Page 2
February 29, 2024


Vietnamese plywood imports recognized in the first quarter of fiscal 2024, which we have previously disclosed. Adjusted EPS per diluted share was $6.83 for the first nine months of fiscal 2024 compared with $5.40 in the same period of the prior fiscal year. Adjusted EBITDA for the first nine months of fiscal 2024 increased $23.0 million, or 13.1%, to $198.1 million, or 14.2% of net sales, compared to $175.1 million, or 11.0% of net sales, for the same period of the prior fiscal year.

Balance Sheet & Cash Flow

As of January 31, 2024, the Company had $97.8 million in cash plus access to $322.9 million of additional availability under its revolving credit facility. Also, as of January 31, 2024, the Company had $206.3 million in term loan debt and $163.8 million drawn on its revolving credit facility.

Cash provided by operating activities for the first nine months of fiscal 2024 was $187.4 million and free cash flow totaled $131.7 million. The Company repurchased 215,629 shares, or approximately 1.4% of shares outstanding, for $19.6 million during the third quarter of fiscal 2024, and 938,144 shares, or approximately 5.9% of shares outstanding, for $71.8 million during the first nine months of fiscal 2024. As of January 31, 2024, $105.4 million of funds remained available from the amounts authorized by the Board to repurchase the Company's common stock.

Fiscal 2024 Financial Outlook

For the full fiscal year 2024, including the third fiscal quarter results, the Company is:

•Reaffirming low double digit net sales decline year-over-year, with high single digit declines in the fourth fiscal quarter
•Increasing and narrowing the Adjusted EBITDA outlook to the range of $247 million to $253 million

“During the recently completed third fiscal quarter, our teams improved Adjusted EBITDA by 140 BPS to $50.6 million, or 12.0% of net sales. Our teams have sustained performance throughout the year to help deliver on the commitment to improving our results,” said Paul Joachimczyk, Senior Vice President and Chief Financial Officer. “Given our strong performance for the first three quarters of the fiscal year, we are narrowing and increasing our range for the full fiscal year 2024 Adjusted EBITDA outlook to $247 million to $253 million.”

Our Adjusted EBITDA outlook excludes the impact of certain income and expense items that management believes are not part of underlying operations. These items may include restructuring costs, interest expense, stock-based compensation expense, and certain tax items. Our management cannot estimate on a forward-looking basis the impact of these income and expense items on its reported net income, which could be significant, are difficult to predict, and may be highly variable. As a result, the Company does not provide a reconciliation to the closest corresponding GAAP financial measure for its Adjusted EBITDA outlook.

About American Woodmark

American Woodmark celebrates the creativity in all of us. With over 8,800 employees and more than a dozen brands, we’re one of the nation’s largest cabinet manufacturers. From inspiration to installation, we help people find their unique style and turn their home into a space for self-expression. By partnering with major home centers, builders, and independent dealers and distributors, we spark the imagination of homeowners and designers and bring their vision to life. Across our service and distribution centers, our corporate office, and manufacturing facilities, you’ll always find the same commitment to customer satisfaction, integrity, teamwork, and excellence. Visit americanwoodmark.com to learn more and start building something distinctly your own.

Use of Non-GAAP Financial Measures

We have presented certain financial measures in this press release which have not been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Definitions of our non-GAAP financial measures and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP are provided below following the financial highlights under the heading "Non-GAAP Financial Measures." 

Safe harbor statement under the Private Securities Litigation Reform Act of 1995: All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. The


AMWD Announces Third Quarter Results
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February 29, 2024


Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.


AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
Three Months EndedNine Months Ended
January 31,January 31,
2024202320242023
Net sales$422,102 $480,713 $1,394,224 $1,585,105 
Cost of sales & distribution341,162 405,373 1,100,516 1,324,284 
Gross profit80,940 75,340 293,708 260,821 
Sales & marketing expense21,945 21,364 68,990 71,781 
General & administrative expense31,116 28,848 101,746 91,129 
Restructuring charges, net— 1,310 (198)1,310 
Operating income27,879 23,818 123,170 96,601 
Interest expense, net1,932 4,303 6,322 12,778 
Pension settlement, net— 293 — 48 
Other income, net(2,498)(411)(523)(1,082)
Income tax expense7,218 4,905 27,953 21,275 
Net income$21,227 $14,728 $89,418 $63,582 
Earnings Per Share:
Weighted average shares outstanding - diluted16,124,198 16,695,714 16,380,756 16,661,234 
Net income per diluted share$1.32 $0.88 $5.46 $3.82 


AMWD Announces Third Quarter Results
Page 4
February 29, 2024


Condensed Consolidated Balance Sheet
(Unaudited)
January 31,April 30,
20242023
Cash & cash equivalents$97,829 $41,732 
Customer receivables113,073 119,163 
Inventories163,382 190,699 
Other current assets27,846 16,661 
Total current assets402,130 368,255 
Property, plant and equipment, net252,168 219,415 
Operating lease assets, net 130,074 99,526 
Customer relationship intangibles, net— 30,444 
Goodwill767,612 767,612 
Other assets21,853 33,546 
Total assets$1,573,837 $1,518,798 
Current portion - long-term debt$2,137 $2,263 
Short-term operating lease liabilities26,718 24,778 
Accounts payable & accrued expenses159,426 151,083 
Total current liabilities188,281 178,124 
Long-term debt371,307 369,396 
Deferred income taxes2,423 11,930 
Long-term operating lease liabilities110,768 81,370 
Other liabilities4,148 4,190 
Total liabilities676,927 645,010 
Stockholders' equity896,910 873,788 
Total liabilities & stockholders' equity$1,573,837 $1,518,798 

Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
January 31,
20242023
Net cash provided by operating activities$187,433 $110,803 
Net cash used by investing activities(55,713)(19,260)
Net cash used by financing activities(75,623)(68,051)
Net increase in cash and cash equivalents56,097 23,492 
Cash and cash equivalents, beginning of period41,732 22,325 
Cash and cash equivalents, end of period$97,829 $45,817 





AMWD Announces Third Quarter Results
Page 5
February 29, 2024



Non-GAAP Financial Measures

We have reported our financial results in accordance with U.S. generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using the non-GAAP measures described below.

Management believes all of these non-GAAP financial measures provide an additional means of analyzing the current period's results against the corresponding prior period's results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company's reported results prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

We use EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin in evaluating the performance of our business, and we use each in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define EBITDA as net income (loss) adjusted to exclude (1) income tax expense (benefit), (2) interest expense, net, (3) depreciation and amortization expense, and (4) amortization of customer relationship intangibles and trademarks. We define Adjusted EBITDA as EBITDA adjusted to exclude (1) expenses related to the acquisition of RSI Home Products, Inc. ("RSI acquisition") and the subsequent restructuring charges that the Company incurred related to the acquisition, (2) non-recurring restructuring charges, (3) net gain/loss on debt forgiveness, (4) stock-based compensation expense, (5) gain/loss on asset disposals, (6) change in fair value of foreign exchange forward contracts, and (7) pension settlement charges. We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA in evaluating the performance of our business.

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales.

Adjusted EPS per diluted share

We use Adjusted EPS per diluted share in evaluating the performance of our business and profitability. Management believes that this measure provides useful information to investors by offering additional ways of viewing the Company's results by providing an indication of performance and profitability excluding the impact of unusual and/or non-cash items. We define Adjusted EPS per diluted share as diluted earnings per share excluding the per share impact of (1) expenses related to the RSI acquisition and the subsequent restructuring charges that the Company incurred related to the RSI acquisition, (2) non-recurring restructuring charges, (3) the amortization of customer relationship intangibles and trademarks, (4) net gain/loss on debt forgiveness, (5) pension settlement charges, and (6) the tax benefit of RSI acquisition expenses and subsequent restructuring charges, the net gain on debt forgiveness and modification and the amortization of customer relationship intangibles and trademarks. The amortization of intangible assets is driven by the RSI acquisition and will recur in future periods. Management has determined that excluding amortization of intangible assets from our definition of Adjusted EPS per diluted share will better help it evaluate the performance of our business and profitability and we have also received similar feedback from some of our investors.

Free cash flow

To better understand trends in our business, we believe that it is helpful to subtract amounts for capital expenditures consisting of cash payments for property, plant and equipment and cash payments for investments in displays from cash flows from continuing operations which is how we define free cash flow. Management believes this measure gives investors an additional perspective on cash flow from operating activities in excess of amounts required for reinvestment. It also provides a measure of our ability to repay our debt obligations.



AMWD Announces Third Quarter Results
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February 29, 2024


Net leverage

Net leverage is a performance measure that we believe provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.

We define net leverage as net debt (total debt less cash and cash equivalents) divided by the trailing 12 months Adjusted EBITDA.

A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following tables:
Reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands)2024202320242023
Net income (GAAP)$21,227 $14,728 $89,418 $63,582 
Add back:
Income tax expense7,218 4,905 27,953 21,275 
Interest expense, net1,932 4,303 6,322 12,778 
Depreciation and amortization expense12,349 11,814 35,741 36,578 
Amortization of customer relationship intangibles7,610 11,416 30,444 34,250 
EBITDA (Non-GAAP)$50,336 $47,166 $189,878 $168,463 
Add back:
Acquisition and restructuring related expenses (1)7 20 47 60 
Non-recurring restructuring charges, net (2)— 1,310 (198)1,310 
Pension settlement, net— 293 — 48 
Change in fair value of foreign exchange forward contracts (3)(2,342)(324)(241)(904)
Stock-based compensation expense2,784 1,859 7,186 5,249 
(Gain) loss on asset disposal(170)666 1,423 879 
Adjusted EBITDA (Non-GAAP)$50,615 $50,990 $198,095 $175,105 
Net Sales$422,102 $480,713 $1,394,224 $1,585,105 
Net income margin (GAAP)5.0 %3.1 %6.4 %4.0 %
Adjusted EBITDA margin (Non-GAAP)12.0 %10.6 %14.2 %11.0 %

(1) Acquisition and restructuring related expenses are comprised of expenses related to the RSI acquisition and the subsequent restructuring charges that the Company incurred related to the acquisition.
(2) Non-recurring restructuring charges are comprised of expenses incurred related to the nationwide reduction-in-force implemented in the third and fourth quarters of fiscal 2023.
(3) In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The changes in the fair value of the forward contracts are recorded in other (income) expense, net in the operating results.



AMWD Announces Third Quarter Results
Page 7
February 29, 2024


Reconciliation of Net Income to Adjusted Net Income
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands, except share data)2024202320242023
Net income (GAAP)$21,227 $14,728 $89,418 $63,582 
Add back:
Acquisition and restructuring related expenses7 20 47 60 
Non-recurring restructuring charges, net — 1,310 (198)1,310 
Pension settlement, net— 293 — 48 
Amortization of customer relationship intangibles and trademarks7,610 11,416 30,444 34,250 
Tax benefit of add backs(2,010)(3,341)(7,906)(9,202)
Adjusted net income (Non-GAAP)$26,834 $24,426 $111,805 $90,048 
Weighted average diluted shares (GAAP)16,124,198 16,695,714 16,380,756 16,661,234 
EPS per diluted share (GAAP)$1.32 $0.88 $5.46 $3.82 
Adjusted EPS per diluted share (Non-GAAP)$1.66 $1.46 $6.83 $5.40 

Free Cash Flow
Nine Months Ended
January 31,
20242023
Net cash provided by operating activities$187,433 $110,803 
Less: Capital expenditures (1)55,736 19,283 
Free cash flow$131,697 $91,520 

(1) Capital expenditures consist of cash payments for property, plant and equipment and cash payments for investments in displays.


AMWD Announces Third Quarter Results
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February 29, 2024


Net Leverage
Twelve Months Ended
January 31,
(in thousands)2024
Net income (GAAP)$119,560 
Add back:
Income tax expense35,640 
Interest expense, net9,538 
Depreciation and amortization expense47,241 
Amortization of customer relationship intangibles41,861 
EBITDA (Non-GAAP)$253,840 
Add back:
Acquisition and restructuring related expenses (1)67 
Non-recurring restructuring charges, net (2)17 
Pension settlement(55)
Net gain on debt modification(2,089)
Change in fair value of foreign exchange forward contracts (3)663 
Stock-based compensation expense9,334 
Loss on asset disposal1,594 
Adjusted EBITDA (Non-GAAP)$263,371 
As of
January 31,
2024
Current maturities of long-term debt$2,137 
Long-term debt, less current maturities371,307 
Total debt373,444 
Less: cash and cash equivalents(97,829)
Net debt$275,615 
Net leverage (4)1.05 

(1) Acquisition and restructuring related expenses are comprised of expenses related to the RSI acquisition and the subsequent restructuring charges that the Company incurred related to the acquisition.
(2) Non-recurring restructuring charges are comprised of expenses incurred related to the nationwide reduction-in-force implemented in the third and fourth quarters of fiscal 2023.
(3) In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The changes in the fair value of the forward contracts are recorded in other (income) expense, net in the operating results.
(4) Net debt divided by Adjusted EBITDA for the twelve months ended January 31, 2024.


- END -



v3.24.0.1
Cover Page
Feb. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 29, 2024
Entity Registrant Name American Woodmark Corporation
Entity Incorporation, State or Country Code VA
Entity File Number 000-14798
Entity Tax Identification Number 54-1138147
Entity Address, Address Line One 561 Shady Elm Road,
Entity Address, City or Town Winchester,
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22602
City Area Code 540
Local Phone Number 665-9100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000794619
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