☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2023
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number: 000-14798
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia
54-1138147
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
561 Shady Elm Road,
Winchester,
Virginia
22602
(Address of principal executive offices)
(Zip Code)
(540) 665-9100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AMWD
NASDAQ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of August 28, 2023, 16,420,618 shares of the Registrant's Common Stock were outstanding.
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued
—
—
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at July 31, 2023: 16,412,878; at April 30, 2023: 16,635,295
367,787
370,259
Retained earnings
515,292
493,157
Accumulated other comprehensive income
11,286
10,372
Total shareholders' equity
894,365
873,788
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
1,530,629
$
1,518,798
See notes to unaudited condensed consolidated financial statements.
3
AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)
Three Months Ended
July 31,
2023
2022
Net sales
$
498,255
$
542,893
Cost of sales and distribution
388,646
456,146
Gross profit
109,609
86,747
Selling and marketing expenses
24,360
25,766
General and administrative expenses
35,594
30,180
Restructuring charges, net
(172)
—
Operating income
49,827
30,801
Interest expense, net
2,437
4,053
Pension settlement, net
—
(239)
Other (income) expense, net
(1,075)
226
Income before income taxes
48,465
26,761
Income tax expense
10,615
6,691
Net income
$
37,850
$
20,070
Weighted Average Shares Outstanding
Basic
16,490,408
16,583,595
Diluted
16,589,481
16,619,916
Net earnings per share
Basic
$
2.30
$
1.21
Diluted
$
2.28
$
1.21
See notes to unaudited condensed consolidated financial statements.
4
AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
Three Months Ended
July 31,
2023
2022
Net income
$
37,850
$
20,070
Other comprehensive income, net of tax:
Change in Cash flow hedges (swap), net of deferred taxes (benefit) of $311 and $(433) for the three months ended July 31, 2023 and 2022, respectively
914
(1,278)
Total Comprehensive Income
$
38,764
$
18,792
See notes to unaudited condensed consolidated financial statements.
5
AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
(Unaudited)
ACCUMULATED
OTHER
TOTAL
COMMON STOCK
RETAINED
COMPREHENSIVE
SHAREHOLDERS'
(in thousands, except share data)
SHARES
AMOUNT
EARNINGS
(LOSS)/INCOME
EQUITY
Balance, April 30, 2022
16,570,619
$
363,224
$
399,434
$
10,225
$
772,883
Net income
—
—
20,070
—
20,070
Other comprehensive income,
net of tax
—
—
—
(1,278)
(1,278)
Stock-based compensation
—
1,635
—
—
1,635
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes
25,908
(772)
—
—
(772)
Balance, July 31, 2022
16,596,527
$
364,087
$
419,504
$
8,947
$
792,538
Balance, April 30, 2023
16,635,295
$
370,259
$
493,157
$
10,372
$
873,788
Net income
—
—
37,850
—
37,850
Other comprehensive income,
net of tax
—
—
—
914
914
Stock-based compensation
—
2,247
—
—
2,247
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes
55,092
(1,830)
—
—
(1,830)
Stock repurchases
(328,295)
(6,565)
(15,715)
—
(22,280)
Employee benefit plan
contributions
50,786
3,676
—
—
3,676
Balance, July 31, 2023
16,412,878
$
367,787
$
515,292
$
11,286
$
894,365
See notes to unaudited condensed consolidated financial statements.
6
AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended
July 31,
2023
2022
OPERATING ACTIVITIES
Net income
$
37,850
$
20,070
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
23,162
23,847
Net loss on disposal of property, plant and equipment
7
177
Reduction in the carrying amount of operating lease right-of-use assets
7,007
6,778
Amortization of debt issuance costs
212
216
Unrealized (gain) loss on foreign exchange forward contracts
(1,015)
238
Stock-based compensation expense
2,247
1,635
Deferred income taxes
(2,442)
(1,852)
Pension settlement, net
—
239
Contributions of employer stock to employee benefit plan
3,676
—
Other non-cash items
494
809
Changes in operating assets and liabilities:
Customer receivables
1,085
(6,088)
Inventories
22,744
(19,555)
Prepaid expenses and other assets
2,414
(6,190)
Accounts payable
(2,336)
1,490
Accrued compensation and related expenses
(1,953)
9,725
Income taxes payable
(1,506)
7,937
Operating lease liabilities
(7,200)
(6,814)
Marketing and other accrued expenses
2,275
4,633
Net cash provided by operating activities
86,721
37,295
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment
(13,798)
(3,386)
Proceeds from sales of property, plant and equipment
4
15
Investment in promotional displays
(429)
(1,189)
Net cash used by investing activities
(14,223)
(4,560)
FINANCING ACTIVITIES
Payments of long-term debt
(622)
(20,591)
Repurchase of common stock
(22,128)
—
Withholding of employee taxes related to stock-based compensation
(1,830)
(773)
Net cash used by financing activities
(24,580)
(21,364)
Net increase in cash and cash equivalents
47,918
11,371
7
Three Months Ended
July 31,
2023
2022
Cash and cash equivalents, beginning of period
41,732
22,325
Cash and cash equivalents, end of period
$
89,650
$
33,696
Supplemental cash flow information:
Non-cash investing and financing activities:
Property, plant and equipment included in accounts payable at period end
$
—
$
76
Cash paid during the period for:
Interest
$
3,839
$
3,864
Income taxes
$
14,486
$
642
See notes to unaudited condensed consolidated financial statements.
8
AMERICAN WOODMARK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A--Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2024 ("fiscal 2024"). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023 ("fiscal 2023") filed with the U.S. Securities and Exchange Commission ("SEC").
Goodwill and Intangible Assets: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment an entity concludes that it is more likely than not that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down by the amount that the carrying value exceeds the fair value of the reporting unit. There were no impairment charges related to goodwill for the three-month periods ended July 31, 2023 and 2022.
Intangible assets consist of customer relationship intangibles. The Company amortizes the cost of intangible assets over their estimated useful lives, six years, unless such lives are deemed indefinite. The Company reviews its intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges related to intangible assets for the three-month periods ended July 31, 2023 and 2022.
Derivative Financial Instruments: The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt and foreign exchange rates. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to add stability to interest expense, manage the Company's exposure to interest rate movements, and manage the risk from adverse fluctuations in foreign exchange rates.
The Company uses interest rate swap contracts to manage interest rate exposures. The Company records derivatives in the condensed consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income (loss), and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings.
The Company also manages risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at their fair values. The Company does not designate the forward contracts as accounting hedges. The changes in the fair value of the forward contracts are recorded in other (income) expense, net in the condensed consolidated statements of income.
Reclassifications: Certain reclassifications have been made to prior period balances to conform to the current year presentation.
Note B--New Accounting Pronouncements
There are no relevant recently issued accounting pronouncements that would materially impact the Company’s condensed consolidated financial statements and related disclosures.
9
Note C--Net Earnings Per Share
The following table sets forth the computation of basic and diluted net earnings per share:
Three Months Ended
July 31,
(in thousands, except per share amounts)
2023
2022
Numerator used in basic and diluted net earnings
per common share:
Net income
$
37,850
$
20,070
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares
16,490
16,584
Effect of dilutive securities:
Stock options and restricted stock units
99
36
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions
16,589
16,620
Net earnings per share
Basic
$
2.30
$
1.21
Diluted
$
2.28
$
1.21
There were no potentially dilutive securities for the three-month periods ended July 31, 2023 and 2022, which were excluded from the calculation of net earnings per diluted share.
Note D--Stock-Based Compensation
The Company has various stock-based compensation plans. During the three months ended July 31, 2023, the Board of Directors of the Company approved grants of service-based restricted stock units ("RSUs") and performance-based RSUs to key employees. The performance-based RSUs totaled 124,282 units and the service-based RSUs totaled 66,968 units. The performance-based RSUs entitle the recipients to receive one share of the Company's common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest. The service-based RSUs entitle the recipients to receive one share of the Company's common stock per unit granted if they remain continuously employed with the Company until the units vest. Prior to June 2023, all of the Company's RSUs granted to employees cliff-vest three years from the grant date. Beginning in June 2023, service-based RSUs granted to employees vest one-third on each of the first, second and third anniversaries of the grant date.
For the three-month periods ended July 31, 2023 and 2022, stock-based compensation expense was allocated as follows:
Three Months Ended
July 31,
(in thousands)
2023
2022
Cost of sales and distribution
$
578
$
438
Selling and marketing expenses
608
498
General and administrative expenses
1,061
699
Stock-based compensation expense
$
2,247
$
1,635
During the three months ended July 31, 2023, the Company also approved grants of 12,199 cash-settled performance-based restricted stock tracking units ("RSTUs") and 6,571 cash-settled service-based RSTUs for more junior level employees. Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest. The service-based RSTUs entitle the recipients to receive a
10
payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if they remain continuously employed with the Company until the units vest. Prior to June 2023, all of the Company's RSTUs granted to employees cliff-vest three years from the grant date. Beginning in June 2023, service-based RSTUs granted to employees vest one-third on each of the first, second and third anniversaries of the grant date. The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value. The expense recognized for the three-month periods ended July 31, 2023 and 2022, and the liability as of July 31, 2023 and April 30, 2023, related to RSTUs is not significant.
Note E--Customer Receivables
The components of customer receivables were:
July 31,
April 30,
(in thousands)
2023
2023
Gross customer receivables
$
128,833
$
130,655
Less:
Allowance for doubtful accounts
(618)
(449)
Allowance for returns and discounts
(10,452)
(11,043)
Net customer receivables
$
117,763
$
119,163
Note F--Inventories
The components of inventories were:
July 31,
April 30,
(in thousands)
2023
2023
Raw materials
$
70,403
$
80,953
Work-in-process
45,639
49,064
Finished goods
51,497
60,682
Total inventories
$
167,539
$
190,699
Note G--Property, Plant and Equipment
The components of property, plant and equipment were:
July 31,
April 30,
(in thousands)
2023
2023
Land
$
4,475
$
4,475
Buildings and improvements
123,186
121,903
Buildings and improvements - finance leases
11,164
11,164
Machinery and equipment
334,553
331,146
Machinery and equipment - finance leases
29,680
29,869
Software
29,510
29,322
Construction in progress
53,287
45,710
Total property, plant and equipment
585,855
573,589
Less accumulated amortization and depreciation
(362,045)
(354,174)
Property, plant and equipment, net
$
223,810
$
219,415
11
Amortization and depreciation expense on property, plant and equipment amounted to $9.6 million and $9.7 million for the three months ended July 31, 2023 and 2022, respectively. Accumulated amortization on finance leases included in the above table amounted to $31.9 million and $31.9 million as of July 31, 2023 and April 30, 2023, respectively.
Note H--Intangibles
The components of customer relationship intangibles were:
July 31,
April 30,
(in thousands)
2023
2023
Customer relationship intangibles
$
274,000
$
274,000
Less accumulated amortization
(254,972)
(243,556)
Total
$
19,028
$
30,444
Customer relationship intangibles are amortized over the estimated useful lives on a straight-line basis over six years. Amortization expense for the three-month periods ended July 31, 2023 and 2022 was $11.4 million and $11.4 million, respectively.
Note I--Product Warranty
The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.
The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets:
Three Months Ended
July 31,
(in thousands)
2023
2022
Beginning balance at May 1
$
8,014
$
6,878
Accrual
5,108
9,095
Settlements
(5,521)
(8,109)
Ending balance at July 31
$
7,601
$
7,864
Note J--Fair Value Measurements
The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:
Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company's cash equivalents are invested in money market funds, mutual funds, and certificates of deposit. The Company's mutual fund investment assets represent contributions made and invested on behalf of the Company's former executive officers in a supplementary employee retirement plan.
Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3- Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities measured on a recurring basis.
12
The Company's financial instruments include cash and equivalents, marketable securities, and other investments; accounts receivable and accounts payable; interest rate swap and foreign exchange forward contracts; and short- and long-term debt. The carrying values of cash and equivalents, accounts receivable and payable, and short-term debt on the condensed consolidated balance sheets approximate their fair value due to the short maturities of these items. The interest rate swap and foreign exchange forward contracts were marked to market and therefore represent fair value. The fair values of these contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The following table summarizes the fair value of assets that are recorded in the Company's consolidated financial statements as of July 31, 2023 and April 30, 2023 at fair value on a recurring basis (in thousands):
Fair Value Measurements
As of July 31, 2023
Level 1
Level 2
Level 3
ASSETS:
Mutual funds
$
199
$
—
$
—
Interest rate swap contracts
—
15,128
—
Foreign exchange forward contracts
—
1,015
—
Total assets at fair value
$
199
$
16,143
$
—
As of April 30, 2023
Level 1
Level 2
Level 3
ASSETS:
Mutual funds
$
191
$
—
$
—
Interest rate swap contracts
—
13,885
—
Total assets at fair value
$
191
$
13,885
$
—
There were no transfers between Level 1, Level 2, or Level 3 for assets measured at fair value on a recurring basis.
Note K--Loans Payable and Long-Term Debt
On April 22, 2021, the Company amended and restated its prior credit agreement and on January 17, 2023 the Company entered into an amendment of such agreement to transition the applicable interest rate from LIBOR to Secured Overnight Financing Rate ("SOFR"), effective January 31, 2023. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a $50 million sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $250 million term loan facility (the "Term Loan Facility"). Also on April 22, 2021, the Company borrowed the entire $250 million under the Term Loan Facility and approximately $264 million under the Revolving Facility to fund, in part, the repayment in full of the amounts then outstanding under its prior credit agreement and the redemption of $350 million in aggregate principal amount of 4.875% Senior Notes due 2026 (the Senior Notes). The Company is required to repay the Term Loan Facility in specified quarterly installments, which have been prepaid through April 30, 2025. The Revolving Facility and Term Loan Facility mature on April 22, 2026.
As of July 31, 2023 and April 30, 2023, $206.3 million and $206.3 million, respectively, was outstanding on the Term Loan Facility. As of July 31, 2023 and April 30, 2023, $163.8 million and $163.8 million, respectively, was outstanding under the Revolving Facility.
Outstanding letters of credit under the Revolving Facility were $13.0 million as of July 31, 2023, leaving approximately $323.2 million in available capacity under the Revolving Facility as of July 31, 2023. The outstanding balances noted above approximate fair value as the facilities have a floating interest rate.
Amounts outstanding under the Term Loan Facility and the Revolving Facility bear interest based on a fluctuating rate measured by reference to either, at the Company's option, a base rate plus an applicable margin or SOFR plus 10 basis points plus an applicable margin, with the applicable margin being determined by reference to the Company's then-current "Secured Net Leverage Ratio." The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company's then-current "Secured Net Leverage Ratio." In addition, a letter of credit fee accrues on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on SOFR loans, payable quarterly in arrears. As of July 31, 2023, the
13
applicable margin with respect to base rate loans and SOFR loans was 0.0% and 1.0%, respectively, and the commitment fee was 0.1%.
The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a "Consolidated Interest Coverage Ratio" of no less than 2.00 to 1.00 and (ii) a "Total Net Leverage Ratio" of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions.
The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets, or engage in a merger or other similar transaction, or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances.
As of July 31, 2023, the Company was in compliance with all covenants included in the A&R Credit Agreement.
The Company's obligations under the A&R Credit Agreement are guaranteed by the Company's domestic subsidiaries, and the obligations of the Company and its domestic subsidiaries under the A&R Credit Agreement and their guarantees, respectively, are secured by a pledge of substantially all of their respective personal property.
Note L--Derivative Financial Instruments
Interest Rate Swap Contracts
The Company enters into interest rate swap contracts to manage variability in the amount of known or expected cash payments related to portions of its variable rate debt. On May 28, 2021, the Company entered into four interest rate swaps with an aggregate notional amount of $200 million to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 28, 2021 and will terminate on May 30, 2025. The interest rate swaps economically convert a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month SOFR and pays a fixed rate of 0.53% to the counterparty.
The interest rate swaps are designated as cash flow hedges. Changes in fair value are recorded to other comprehensive income. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage the Company's exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses in connection with required interest payments on interest rate swaps are recorded in earnings, as a component of interest expense, net to offset variability in interest expense associated with the underlying debt's cash flows.
For the three-month periods ended July 31, 2023 and 2022, unrealized gains (losses), net of deferred taxes, of $2.7 million and $(1.1) million, respectively, were recorded in other comprehensive income, and $1.8 million and $0.2 million, respectively, of realized gains (losses) were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. As of July 31, 2023, the Company anticipates reclassifying approximately $9.3 million of net hedging gains from accumulated other comprehensive income into earnings during the next 12 months to offset the variability of the hedged items during this period.
The fair value of the derivative instruments are included in other assets on the condensed consolidated balance sheets.
Foreign Exchange Forward Contracts
At July 31, 2023, the Company held forward contracts maturing from August 2023 to April 2024 to purchase 334.0 million Mexican pesos at an exchange rate of 18.91 Mexican pesos to one U.S. dollar. Additionally, the Company entered into a contingent forward contract with maturities from May 2024 to April 2025 to purchase 660.0 million Mexican pesos at an exchange rate of 18.91 Mexican pesos to one U.S. dollar. This contingent forward contract gives the bank the option to cancel these forward contracts in April 2024. An asset of $1.0 million is recorded in prepaid expense and other on the condensed consolidated balance sheet.
Note M--Income Taxes
14
The effective income tax rates for the three-month period ended July 31, 2023 was 21.9% compared with 25.0% in the comparable period in the prior fiscal year. The effective rates were higher than the 21.0% U.S. statutory rate for all periods presented primarily due to state income taxes. The effective rate for the period ended July 31, 2023 was lower than the comparable period in the prior fiscal year primarily due to a favorable increase in federal tax credits for prior periods and stock compensation deductions booked in the current quarter.
Note N--Revenue Recognition
The Company disaggregates revenue from contracts with customers into major sales distribution channels as these categories depict the nature, amount, timing, and uncertainty of revenues and cash flows that are affected by economic factors. The following table disaggregates our consolidated revenue by major sales distribution channels for the three months ended July 31, 2023 and 2022:
Three Months Ended
July 31,
(in thousands)
2023
2022
Home center retailers
$
210,460
$
241,318
Builders
203,375
217,236
Independent dealers and distributors
84,420
84,339
Net Sales
$
498,255
$
542,893
Note O--Concentration of Risks
Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with major financial institutions and such balances may, at times, exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to cash.
Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets.
The Company maintains an allowance for expected credit losses based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions, and each customer's current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.
As of July 31, 2023, the Company's two largest customers, Customers A and B, represented 31.5% and 23.4% of the Company's gross customer receivables, respectively. As of July 31, 2022, Customers A and B represented 33.6% and 17.2% of the Company's gross customer receivables, respectively.
The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three months ended July 31, 2023 and 2022:
Three Months Ended
July 31,
2023
2022
Customer A
28.2%
30.3%
Customer B
14.0%
14.2%
Note P--Other Information
The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by FASB Accounting Standards Codification Topic 450, "Contingencies," the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable,
15
those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consults with outside counsel.
Except as described below, the Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims that were deemed to be either probable or reasonably possible was not material as of July 31, 2023.
Antidumping and Countervailing Duties Investigation
In February 2020, a conglomeration of domestic manufacturers filed a scope and circumvention petition seeking the imposition of antidumping (“AD”) and countervailing duties (“CVD”) with the United States Department of Commerce (“DOC”) and the United States International Trade Commission (“ITC”) against imports of hardwood plywood assembled in Vietnam using cores sourced from China. In July 2022, the DOC issued a Preliminary Scope Determination and Affirmative Preliminary Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Preliminary Determination”). In July 2023, the DOC issued a Final Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Final Determination”).
Included in the Final Determination is a list of Vietnamese suppliers not eligible for certification. AD and CVD cash deposits of 206% are required for imports from the Vietnamese suppliers not eligible for certification. Many of the Vietnamese suppliers appealed their inclusion on the ineligible for certification list in the Preliminary Determination. Because two of the Company’s primary Vietnamese plywood vendors remained on the ineligible for certification list in the Final Determination, the Company recorded a loss on unliquidated customs entries as of Final Determination in July 2023. The loss recorded in the first quarter of fiscal 2024 was $4.9 million, or $3.7 million net of tax. Through the first fiscal quarter of 2024, the Company has remitted deposits of $3.8 million pursuant to the Preliminary Determination. Based on the evidence provided from the Vietnamese suppliers, the specific characteristics of the product imported and other relevant matters, the Company intends to vigorously appeal the Final Determination that it is subject to these duties and believes that any deposits made will ultimately be refunded upon settlement of the appeals. Our last order was placed with these vendors in June 2022.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes, both of which are included in Part I, Item 1 of this report. The Company's critical accounting policies are included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023.
Forward-Looking Statements
This report contains statements concerning the Company's expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words such as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "would," "plan," "may," "intend," "estimate," "prospect," "goal," "will," "predict," "potential," or other similar words. Forward-looking statements contained in this report, including elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations," are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition. Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:
•the loss of or a reduction in business from one or more of our key customers;
•negative developments in the macro-economic factors that impact our performance such as the U.S. housing market, mortgage interest rates, general economy, unemployment rates, and consumer sentiment and the impact of such developments on our and our customers' business, operations, and access to financing;
•an inability to obtain raw materials in a timely manner or fluctuations in raw material, transportation, and energy costs due to inflation or otherwise;
•a failure to attract and retain certain members of management or other key employees or other negative labor developments, including increases in the cost of labor; competition from other manufacturers and the impact of such competition on pricing and promotional levels;
•an inability to develop new products or respond to changing consumer preferences and purchasing practices;
•increased buying power of large customers and the impact on our ability to maintain or raise prices;
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•a failure to effectively manage manufacturing operations, alignment, and capacity or an inability to maintain the quality of our products;
•the impairment of goodwill, other intangible assets, or our long-lived assets;
•information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;
•the cost of compliance with, or liabilities related to, environmental or other governmental regulations or changes in governmental or industry regulatory standards, especially with respect to health and safety and the environment;
•risks associated with the implementation of our growth, digital transformation, and platform design strategies;
•risks related to sourcing and selling products internationally and doing business globally, including the imposition of tariffs or duties on those products, and increased transportation costs and delays;
•unexpected costs resulting from a failure to maintain acceptable quality standards;
•changes in tax laws or the interpretations of existing tax laws;
•the impact of COVID-19 or another pandemic on our business, the global and U.S. economy, and our employees, customers, suppliers, and logistics system;
•the occurrence of significant natural disasters, including earthquakes, fires, floods, hurricanes, or tropical storms;
•the unavailability of adequate capital for our business to grow and compete; and
•limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under our credit facilities and our other indebtedness, and interest rate increases.
Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained in this report, including elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and also in the Company's most recent Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the SEC, including under Item 1A, "Risk Factors," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 7A, "Quantitative and Qualitative Disclosures about Market Risk." While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.
Any forward-looking statement that the Company makes in this report speaks only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors as a result of new information, future events or otherwise, except as required by law.
Overview
American Woodmark Corporation manufactures and distributes kitchen, bath, and home organization products for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers and builders and through a network of independent dealers and distributors. As of July 31, 2023, the Company operated 17 manufacturing facilities in the United States and Mexico, eight primary service centers, and one distribution center located throughout the United States.
The three-month period ended July 31, 2023 was the Company's first quarter of its fiscal year that ends on April 30, 2024 ("fiscal 2024").
Financial Overview
The Company was impacted by the following macro-economic trends during the first quarter of fiscal 2024:
•The median price per existing home sold declined during the second calendar quarter of 2023 compared to the same period one year ago by 2.1% according to data provided by the National Association of Realtors, and existing home sales decreased 20.8% during the second calendar quarter of 2023 compared to the same period in the prior year;
•The unemployment rate remained flat at 3.5% as of July 2023 compared to 3.5% as of July 2022, and increased slightly from 3.4% in April 2023, according to data provided by the U.S. Department of Labor;
•Mortgage interest rates increased with a thirty-year fixed mortgage rate of approximately 6.8% in July 2023, an increase of approximately 151 basis points compared to the same period in the prior year, according to Freddie Mac;
•Consumer sentiment as tracked by Thomson Reuters/University of Michigan increased from 51.5 in July 2022 to 71.6 in July 2023; and
•The inflation rate as of July 2023 was 3.2%, compared to 8.5% in July 2022 and 4.9% in April 2023 according to data provided by the U.S. Department of Labor.
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The Company believes there is no single indicator that directly correlates with cabinet remodeling market activity. For this reason, the Company considers other factors in addition to those discussed above as indicators of overall market activity including credit availability, home owner equity, and housing affordability.
The Company's total net sales decreased 8.2% during the first quarter of fiscal 2024 compared to the same prior year period.
The Company earned net income of $37.9 million for the first quarter of fiscal 2024, compared with a net income of $20.1 million in the same period of the prior year.
Results of Operations
Three Months Ended
July 31,
(in thousands)
2023
2022
Percent Change
Net sales
$
498,255
$
542,893
(8.2)
%
Gross profit
$
109,609
$
86,747
26.4
%
Selling and marketing expenses
$
24,360
$
25,766
(5.5)
%
General and administrative expenses
$
35,594
$
30,180
17.9
%
Net Sales. Net sales were $498.3 million for the first quarter of fiscal 2024, a decrease of $44.6 million or 8.2% compared to the same period of fiscal 2023. The Company's remodeling sales, which consist of our independent dealer and distributor channel sales and home center retail sales, decreased 9.5% during the first quarter of fiscal 2024 compared to the same prior year period. Our independent dealer and distributor channel remained flat during the first quarter of fiscal 2024 compared to the comparable prior year period. Our home center channel decreased by 12.8% during the first quarter of fiscal 2024 compared to the comparable prior year period. Demand trends have slowed for our made-to-order and stock kitchen business due to lower in-store traffic rates and consumers are choosing smaller sized projects.
Builder sales decreased 6.4% in the first quarter of fiscal 2024, compared to the same period of fiscal 2023. The Company believes that fluctuations in single-family housing starts are the best indicator of new construction cabinet activity. Assuming a sixty to ninety day lag between housing starts and the installation of cabinetry, single-family housing starts decreased 21.6% during the first quarter of fiscal 2024 over the comparable prior year period, according to the U.S. Department of Commerce. In comparison, housing completions decreased 0.9% during the first quarter of fiscal 2024 over the comparable prior year period, according to the U.S. Department of Commerce.
GrossProfit. Gross profit margin for the first quarter of fiscal 2024 was 22.0% compared with 16.0% for the same period of fiscal 2023, representing a 600 basis point improvement. Gross profit margin in the first quarter of the current fiscal year was positively impacted by operational improvements in our manufacturing facilities and stability in the supply chain, partially offset by a $4.9 million pre-tax charge related to the plywood case.
Selling andMarketing Expenses. Selling and marketing expenses decreased by $1.4 million or 5.5% during the first quarter of fiscal 2024 compared to the same period of the prior year. Selling and marketing expenses were 4.9% of net sales in the first quarter of fiscal 2024, compared with 4.7% for the same period of fiscal 2023. The decrease in selling and marketing expenses was due to lower outside services spend.
General andAdministrative Expenses. General and administrative expenses increased by $5.4 million or 17.9%. General and administrative expenses were 7.1% of net sales in the first quarter of fiscal 2024, compared with 5.6% of net sales in the first quarter of fiscal 2023. The increase in general and administrative expenses as a percentage of net sales during the first quarter of fiscal 2024 was driven primarily by higher employee incentive costs.
Effective Income Tax Rates. The effective income tax rates for the three-month period ended July 31, 2023 was 21.9% compared with 25.0% in the comparable period in the prior fiscal year. The effective rate was higher than the 21.0% U.S. statutory rate for the three-month period ended July 31, 2023 primarily due to state income taxes. The effective rate for the period ended July 31, 2023 was lower than the comparable period in the prior fiscal year primarily due to a favorable increase in federal tax credits for prior periods and stock compensation deductions booked in the current quarter.
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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.
A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is set forth below.
Management believes 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, (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 and modification, (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 and modification, (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.
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Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
Three Months Ended
July 31,
(in thousands)
2023
2022
Net income (GAAP)
$
37,850
$
20,070
Add back:
Income tax expense (benefit)
10,615
6,691
Interest expense, net
2,437
4,053
Depreciation and amortization expense
11,745
12,430
Amortization of customer relationship intangibles
11,417
11,417
EBITDA (Non-GAAP)
74,064
54,661
Add back:
Acquisition and restructuring related expenses (1)
20
20
Non-recurring restructuring charges (2)
(172)
—
Pension settlement, net
—
(239)
Change in fair value of foreign exchange forward contracts (3)
(1,015)
238
Stock-based compensation expense
2,247
1,635
Loss on asset disposal
7
177
Adjusted EBITDA (Non-GAAP)
75,151
56,492
Net Sales
$
498,255
$
542,893
Net income margin (GAAP)
7.6
%
3.7
%
Adjusted EBITDA margin (Non-GAAP)
15.1
%
10.4
%
(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.
A reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as projected for fiscal 2024 is not provided because we do not forecast net income (loss) as we cannot, without unreasonable effort, estimate or predict with certainty various components of net income (loss).
Adjusted EBITDA. Adjusted EBITDA for the first quarter of fiscal 2024 was $75.2 million or 15.1% of net sales compared to $56.5 million or 10.4% of net sales for the same quarter of the prior fiscal year. The increase in Adjusted EBITDA for the first quarter of fiscal 2024 is primarily due to increased net income due to pricing better matching inflationary impacts, mix and improved efficiencies in the manufacturing platforms, as our operations team continues to drive excellence in our plants. This was partially offset by a $4.9 million pre-tax charge related to the plywood case.
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Reconciliation of Net Income to Adjusted Net Income
Three Months Ended
July 31,
(in thousands, except share data)
2023
2022
Net income (GAAP)
$
37,850
$
20,070
Add back:
Acquisition and restructuring related expenses
20
20
Non-recurring restructuring charges
(172)
—
Pension settlement, net
—
(239)
Amortization of customer relationship intangibles
11,417
11,417
Tax benefit of add backs
(2,940)
(2,900)
Adjusted net income (Non-GAAP)
$
46,175
$
28,368
Weighted average diluted shares (GAAP)
16,589,481
16,619,916
EPS per diluted share (GAAP)
$
2.28
$
1.21
Adjusted EPS per diluted share (Non-GAAP)
$
2.78
$
1.71
Outlook. Shifting our focus to the remainder of fiscal year 2024, we hold our expectations on a low-double digit decline in net sales versus fiscal year 2023. We are increasing our Adjusted EBITDA expectation by $20 million to a range of $225 million to $245 million for fiscal 2024 (which includes the now completed first quarter). The change in net sales and Adjusted EBITDA is highly dependent upon overall industry, economic growth trends, material constraints, labor impacts, interest rates and consumer behaviors. Adjusted EBITDA will also be impacted by one-time start-up costs for our plant expansions in Monterrey, Mexico and Hamlet, North Carolina, which are expected to occur in the second half of fiscal 2024.
We will continue our investment back into the business by focusing on the plant expansions in Monterrey, Mexico and Hamlet, North Carolina, continuing our digital transformation path with investments in Oracle and Salesforce, and investing in automation. We are choosing to make these additional investments into our core business in an effort to improve sales and enhance our margins in the future.
During the first quarter of fiscal 2024, we repurchased $22.1 million of the Company's common shares. We will continue to be opportunistic in our share repurchasing. Lastly, we have our debt position at a leverage ratio we wanted to achieve and will be deprioritizing paying down debt in fiscal 2024.
Additional risks and uncertainties that could affect the Company's results of operations and financial condition are discussed elsewhere in this report, including under "Forward-Looking Statements," and elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, including under Item 1A. "Risk Factors," Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 7A. "Quantitative and Qualitative Disclosures about Market Risk."
Liquidity and Capital Resources
The Company's cash and cash equivalents totaled $89.7 million at July 31, 2023, representing a $47.9 million increase from its April 30, 2023 levels primarily due to $86.7 million cash provided by operations in the first three months of fiscal 2024 compared with cash used by operations of $37.3 million in the same period of the prior year, $13.8 million in payments to acquire property, plant, and equipment, and $22.1 million of stock repurchases. The increase in the Company's cash from operating activities was driven primarily by an increase in net income and cash inflows from customer receivables, net, inventories, accrued marketing expenses and prepaid expenses and other assets, partially offset by cash outflows from accrued compensation and related expenses, income taxes, accounts payable and other accrued expenses. At July 31, 2023, total long-term debt (including current maturities) was $371.5 million. The Company's ratio of long-term debt to total capital was 29.2% at July 31, 2023, compared with 29.7% at April 30, 2023.
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The Company's main source of liquidity is its cash and cash equivalents on hand and generally cash generated from its operating activities. The Company can also borrow amounts under the Revolving Facility.
On April 22, 2021, the Company amended and restated its prior credit agreement and on January 17, 2023 the Company entered into an amendment of such agreement to transition the applicable interest rate from LIBOR to SOFR, effective January 31, 2023. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a$50 sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $250 million term loan facility (the "Term Loan Facility"). Also on April 22, 2021, the Company borrowed the entire $250 million under the Term Loan Facility and approximately $264 million under the Revolving Facility to fund, in part, the repayment in full of the amounts then outstanding under its prior credit agreement and the complete redemption of its 4.875% Senior Notes due 2026. The Company is required to repay the Term Loan Facility in specified quarterly installments. The Revolving Facility and Term Loan Facility mature on April 22, 2026. Approximately $323.2 million was available under the Revolving Facility as of July 31, 2023.
The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a "Consolidated Interest Coverage Ratio" of no less than 2.00 to 1.00 and (ii) a "Total Net Leverage Ratio" of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions.
The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets or engage in a merger or other similar transaction or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances. See Note K — Loans Payable and Long-Term Debt for a discussion of interest rates under the A&R Credit Agreement and our compliance with the covenants in the A&R Credit Agreement. We expect to remain in compliance with each of the covenants under the A&R Credit Agreement during fiscal 2024.
As of July 31, 2023 and April 30, 2023, the Company had no off-balance sheet arrangements.
The Company's investing activities primarily consist of investment in property, plant and equipment and promotional displays. Net cash used for investing activities was $14.2 million in the first three months of fiscal 2024, compared with $4.6 million in the comparable period of fiscal 2023.
During the first three months of fiscal 2024, net cash used by financing activities was $24.6 million, compared with $21.4 million in the comparable period of the prior fiscal year. The increase in cash used during the first three months of fiscal 2024 was primarily driven by $22.1 million of common stock repurchases, offset by a decrease in net debt repayments of $0.6 million during the first three months of fiscal 2024 compared to $20.6 million of net debt repayments in the same period of the prior fiscal year.
On May 25, 2021, the Company's Board of Directors (the "Board") authorized a stock repurchase program of up to $100 million of the Company's common shares. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the A&R Credit Agreement, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management generally expects to fund any share repurchases using available cash and cash generated from operations. Repurchased shares will become authorized but unissued common shares. The Company repurchased $22.1 million of its common shares during the first quarter of fiscal 2024. As of July 31, 2023, $52.9 million of funds remained available from the amounts authorized by the Board to repurchase the Company's common stock.
Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for the remainder of fiscal 2024.
22
Seasonal and Inflationary Factors
Our business has been subject to seasonal influences, with higher sales typically realized in our first and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in revenue over the past few years. The costs of the Company's products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.
Critical Accounting Policies
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to the Company's critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The costs of the Company's products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases although there may be a lag in the recovery.
The A&R Credit Agreement includes a variable interest rate component. As a result, we are subject to interest rate risk with respect to such floating-rate debt. A 100 basis point increase in the variable interest rate component of our borrowings as of July 31, 2023 would increase our annual interest expense by approximately $1.7 million. See Note K — Loans Payable and Long-Term Debtfor further discussion.
In May 2021, we entered into interest rate swaps to hedge approximately $200 million of our variable interest rate debt. See Note L — Derivative Financial Instruments for further discussion.
The Company enters into foreign exchange forward contracts principally to offset currency fluctuations in transactions denominated in certain foreign currencies, thereby limiting our exposure to risk that would otherwise result from changes in exchange rates. The periods of the foreign exchange forward contracts correspond to the periods of the transactions denominated in foreign currencies.
The Company does not currently use commodity or similar financial instruments to manage its commodity price risks.
Item 4. Controls and Procedures
Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of July 31, 2023. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective.
There has been no change in the Company's internal control over financial reporting that occurred during the quarter ended July 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various suits and claims in the normal course of business all of which constitute ordinary, routine litigation incidental to the Company's business. The Company is not party to any material litigation that does not constitute ordinary, routine litigation incidental to its business. See Note P — Other Information for further discussion of the antidumping and countervailing duties investigation.
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Item 1A. Risk Factors
Risk factors that may affect the Company's business, results of operations and financial condition are described in Part I, Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023 and there have been no material changes from the risk factors disclosed. Additional risks are discussed elsewhere in this report, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Forward-Looking Statements" and "Outlook."
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table details share repurchases made by the Company during the first quarter of fiscal 2024:
Share Repurchases
Total Number of Shares Purchased
Average Price Paid
Total Number of Shares Purchased as Part of Publicly Announced
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)
(1)
Per Share
Programs
(1)
May 1 - 31, 2023
—
N/A
—
$
75,000
June 1 - 30, 2023
328,295
$
67.383
328,295
$
52,872
July 1 - 31, 2023
—
N/A
—
$
52,872
Quarter ended July 31, 2023
328,295
$
67.383
328,295
$
52,872
(1) Under a stock repurchase authorization approved by its Board on May 25, 2021, the Company was authorized to purchase up to $100 million of the Company's common shares. Management funded these share repurchases using available cash and cash generated from operations. Repurchased shares became authorized but unissued common shares. At July 31, 2023, $52.9 million of funds remained from the amounts authorized by the Board to repurchase the Company's common shares. The Company purchased a total of 328,295 common shares, for an aggregate purchase price of $22.1 million, during the first quarter of fiscal 2024 under the authorization pursuant to a repurchase plan intended to comply with the requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended July 31, 2023, none of the Company’s directors or executive officers adopted, terminated or modified a "Rule 10b5-1 trading agreement" or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Compensatory Arrangements of Certain Officers
On August 24, 2023, the Company held its 2023 Annual Meeting of Shareholders, at which the Company’s shareholders approved the American Woodmark Corporation 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”). For a description of the terms and conditions of the 2023 Stock Incentive Plan, see “Item 3: Approval of American Woodmark Corporation 2023 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2023 (the “Proxy Statement”), which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2023 Stock Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of American Woodmark Corporation held on August 24, 2023, the holders of 15,222,152 of the 16,376,579 shares of the Company's common stock outstanding voted on one or more matters either in person at the meeting or by duly executed and delivered proxies. The shareholders approved the items outlined in the Company's Proxy Statement that was sent to shareholders and filed with the SEC in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.
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The following items were approved at the Company's Annual Meeting:
Votes
Votes
Broker
"FOR"
"WITHHELD"
"NON-VOTES"
1. Election of the Board of Directors:
Latasha M. Akoma
14,681,787
77,773
462,592
Andrew B. Cogan
14,396,854
362,706
462,592
M. Scott Culbreth
14,410,510
349,050
462,592
James G. Davis, Jr.
13,368,523
1,391,037
462,592
Daniel T. Hendrix
14,235,342
524,218
462,592
David A. Rodriguez
14,372,911
386,649
462,592
Vance W. Tang
14,063,132
696,428
462,592
Emily C. Videtto
14,378,090
381,470
462,592
Votes
Votes
Votes
Broker
"FOR"
"AGAINST"
"ABSTAINED"
"NON-VOTES"
2. Ratification of Selection of Independent Registered Public Accounting Firm
15,197,431
21,532
3,189
—
3. Vote to Approve the American Woodmark Corporation 2023 Stock Incentive Plan
14,130,894
571,931
56,735
462,592
4. Advisory Vote to Approve Executive Compensation
14,384,144
338,777
36,639
462,592
Votes for
Votes for
Votes for
Votes
Broker
"1 YEAR"
"2 YEARS"
"3 YEARS"
"ABSTAINED"
"NON-VOTES"
5. Advisory Vote of Frequency of Future Advisory Votes to Approve Executive Compensation
13,286,237
74,694
1,347,552
51,077
462,592
Consistent with the shareholder vote and the recommendation of the Company’s Board of Directors, the Company will hold a shareholder advisory vote on the compensation of the Company’s named executive officers annually until the next vote on the frequency of such advisory vote.
Articles of Incorporation as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798).
American Woodmark 2023 Stock Incentive Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed by the Registrant on June 27, 2023).
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).
101
Interactive Data File for the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 31, 2023 formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
26
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.
