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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 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)
Virginia54-1138147
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
561 Shady Elm Road,Winchester,Virginia22602
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAMWDNASDAQ

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 February 27, 2023, 16,635,295 shares of the Registrant's Common Stock were outstanding.



AMERICAN WOODMARK CORPORATION
 
FORM 10-Q
 
INDEX
 
 
PART I.FINANCIAL INFORMATION
PAGE
NUMBER
Item 1.Financial Statements (unaudited) 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
PART II.OTHER INFORMATION 
Item 1.
Item 1A.26
Item 6.26

2

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) 
(Unaudited) 
 January 31,
2023		April 30,
2022
ASSETS
Current assets
Cash and cash equivalents$45,817 $22,325 
Customer receivables, net117,742 156,961 
Inventories224,763 228,259 
Prepaid expenses and other23,136 21,112 
Total current assets411,458 428,657 
Property, plant and equipment, net203,509 213,808 
Operating lease right-of-use assets98,766 108,055 
Customer relationship intangibles, net41,861 76,111 
Goodwill767,612 767,612 
Promotional displays, net8,126 12,565 
Deferred income taxes1,469 1,469 
Other assets31,572 24,219 
TOTAL ASSETS$1,564,373 $1,632,496 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current liabilities  
Accounts payable$58,971 $111,422 
Current maturities of long-term debt2,546 2,264 
Short-term lease liability - operating22,515 21,985 
Accrued compensation and related expenses52,074 44,436 
Accrued marketing expenses13,417 15,881 
Other accrued expenses18,597 20,240 
Total current liabilities168,120 216,228 
Long-term debt, less current maturities440,684 506,732 
Deferred income taxes26,901 38,340 
Long-term lease liability - operating83,052 95,084 
Other long-term liabilities2,476 3,229 
Shareholders' equity  
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 January 31, 2023: 16,621,827; at April 30, 2022: 16,570,619
368,539 363,224 
Retained earnings463,016 399,434 
Accumulated other comprehensive income11,585 10,225 
Total shareholders' equity843,140 772,883 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,564,373 $1,632,496 
See notes to condensed consolidated financial statements.  
3

AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)
 
 Three Months EndedNine Months Ended
 January 31,January 31,
 2023202220232022
Net sales$480,713 $459,736 $1,585,105 $1,355,480 
Cost of sales and distribution405,373 407,981 1,324,284 1,198,765 
Gross profit75,340 51,755 260,821 156,715 
Selling and marketing expenses21,364 23,383 71,781 67,755 
General and administrative expenses28,848 23,281 91,129 71,638 
Restructuring charges, net1,310 (127)1,310 183 
Operating income23,818 5,218 96,601 17,139 
Interest expense, net4,303 2,668 12,778 7,201 
Pension settlement, net293 69,452 48 69,452 
Other (income) expense, net(411)(335)(1,082)533 
Income (loss) before income taxes19,633 (66,567)84,857 (60,047)
Income tax expense (benefit)4,905 (17,310)21,275 (15,801)
Net income (loss)$14,728 $(49,257)$63,582 $(44,246)
Weighted Average Shares Outstanding    
Basic16,621,827 16,569,881 16,606,700 16,599,369 
Diluted16,695,714 16,569,881 16,661,234 16,599,369 
Net earnings (loss) per share    
Basic$0.89 $(2.97)$3.83 $(2.67)
Diluted$0.88 $(2.97)$3.82 $(2.67)
See notes to unaudited condensed consolidated financial statements.

4

AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 Three Months EndedNine Months Ended
 January 31,January 31,
 2023202220232022
Net income (loss)$14,728 $(49,257)$63,582 $(44,246)
Other comprehensive income, net of tax:    
Change in pension benefits, net of deferred taxes of $18,230 and $18,481, for the three and nine months ended January 31, 2022, respectively
— 53,822 — 54,568 
Change in Cash flow hedges (swap), net of deferred taxes (benefit) of $(890) and $763, and $461 and $1,404 for the three and nine months ended January 31, 2023 and 2022, respectively
(2,627)2,253 1,360 4,145 
Total Comprehensive Income$12,101 $6,818 $64,942 $14,467 
See notes to unaudited condensed consolidated financial statements.

5

AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
(Unaudited)
   ACCUMULATED
   OTHERTOTAL
 COMMON STOCKRETAINEDCOMPREHENSIVESHAREHOLDERS'
(in thousands, except share data)SHARESAMOUNTEARNINGS(LOSS)/INCOMEEQUITY
Balance, April 30, 2021 16,801,101 $362,524 $448,282 $(54,568)$756,238 
Net income— — 2,981 — 2,981 
Other comprehensive income, 
net of tax— — — (200)(200)
Stock-based compensation— 1,177 — — 1,177 
Exercise of stock-based 
compensation awards, net of amounts
withheld for taxes20,243 (1,033)— — (1,033)
Stock repurchases(299,781)(5,874)(19,126)— (25,000)
Employee benefit plan 
contributions39,491 2,938 — — 2,938 
Balance, July 31, 202116,561,054 $359,732 $432,137 $(54,768)$737,101 
Net income— — 2,030 — 2,030 
Other comprehensive income, 
net of tax— — — 2,838 2,838 
Stock-based compensation— 1,216 — — 1,216 
Exercise of stock-based 
compensation awards, net of amounts
withheld for taxes8,531 (46)— — (46)
Balance, October 31, 202116,569,585 $360,902 $434,167 $(51,930)$743,139 
Net loss— — (49,257)— (49,257)
Other comprehensive income, 
net of tax— — — 56,075 56,075 
Stock-based compensation— 1,006 — — 1,006 
Exercise of stock-based 
compensation awards, net of amounts
withheld for taxes1,034 (10)— — (10)
Balance, January 31, 202216,570,619 $361,898 $384,910 $4,145 $750,953 
6

   ACCUMULATED
   OTHERTOTAL
 COMMON STOCKRETAINEDCOMPREHENSIVESHAREHOLDERS'
(in thousands, except share data)SHARESAMOUNTEARNINGS(LOSS)/INCOMEEQUITY
Balance, April 30, 202216,570,619 $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 taxes25,908 (772)— — (772)
Balance, July 31, 202216,596,527 $364,087 $419,504 $8,947 $792,538 
Net income— — 28,784 — 28,784 
Other comprehensive income,  
net of tax— — — 5,265 5,265 
Stock-based compensation— 1,754 — — 1,754 
Exercise of stock-based 
compensation awards, net of amounts
withheld for taxes8,200 — — — — 
Employee benefit plan
contributions17,100 838 — — 838 
Balance, October 31, 202216,621,827 $366,679 $448,288 $14,212 $829,179 
Net income— — 14,728 — 14,728 
Other comprehensive income,  
net of tax— — — (2,627)(2,627)
Stock-based compensation— 1,860 — — 1,860 
Balance, January 31, 202316,621,827 $368,539 $463,016 $11,585 $843,140 
See notes to unaudited condensed consolidated financial statements.


7

AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 Nine Months Ended
 January 31,
 20232022
OPERATING ACTIVITIES  
Net income (loss)$63,582 $(44,246)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization70,828 72,703 
Net loss on disposal of property, plant and equipment879 516 
Reduction in the carrying amount of operating lease right-of-use assets19,919 20,823 
Amortization of debt issuance costs647 651 
Unrealized gain on foreign exchange forward contracts(904)(7)
Stock-based compensation expense5,249 3,399 
Deferred income taxes(11,899)(24,424)
Pension settlement, net48 69,452 
Pension contributions and related (income) expense— 710 
Contributions of employer stock to employee benefit plan838 2,938 
Other non-cash items3,677 (823)
Changes in operating assets and liabilities:
Customer receivables36,823 (4,436)
Income taxes receivable(798)(8,989)
Inventories362 (46,054)
Prepaid expenses and other assets(8,269)(7,039)
Accounts payable(53,477)(5,744)
Accrued compensation and related expenses7,130 (12,533)
Operating lease liabilities(20,073)(18,345)
Marketing and other accrued expenses(3,759)(11,603)
Net cash provided (used) by operating activities110,803 (13,051)
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment(17,134)(29,812)
Proceeds from sales of property, plant and equipment23 5 
Investment in promotional displays(2,149)(5,959)
Net cash used by investing activities(19,260)(35,766)
FINANCING ACTIVITIES
Payments of long-term debt(67,278)(40,288)
Proceeds from long-term debt— 25,000 
Repurchase of common stock— (25,000)
Withholding of employee taxes related to stock-based compensation(773)(1,089)
Debt issuance cost— (6)
Net cash used by financing activities(68,051)(41,383)
Net increase (decrease) in cash and cash equivalents23,492 (90,200)
8

 Nine Months Ended
 January 31,
 20232022
Cash and cash equivalents, beginning of period22,325 91,071 
Cash and cash equivalents, end of period$45,817 $871 
Supplemental cash flow information:  
     Non-cash investing and financing activities:
          Property, plant and equipment included in accounts payable at period end$1,025 $2,108 
    Cash paid during the period for:
         Interest$13,208 $6,945 
      Income taxes$34,998 $17,677 
See notes to unaudited condensed consolidated financial statements.
9

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 nine-month period ended January 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2023 ("fiscal 2023"). 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, 2022 ("fiscal 2022") 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 or changes in circumstances indicate that the carrying value may not be recoverable.

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 to fair value. There were no impairment charges related to goodwill for the three- and nine-month periods ended January 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. There were no impairment charges related to intangible assets for the three- and nine-month periods ended January 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
 
In December 2022, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2022-06 "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." The amendments in this update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. In March 2020, the FASB issued ASU 2020-04 "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting
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certain criteria, that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The FASB included a sunset provision within Topic 848 based on the expectations of when the LIBOR would cease being published. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024 and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company adopted the standard as of January 31, 2023 when it amended all debt and financial instruments that used to have a LIBOR reference rate. The amendments did not have a material impact on the Company's consolidated financial statements.

Note C--Net Earnings Per Share
 
The following table sets forth the computation of basic and diluted net earnings per share:
 Three Months EndedNine Months Ended
 January 31,January 31,
(in thousands, except per share amounts)2023202220232022
Numerator used in basic and diluted net earnings    
per common share:    
Net income (loss)$14,728 $(49,257)$63,582 $(44,246)
Denominator:    
Denominator for basic net earnings per common    
share - weighted-average shares16,622 16,570 16,607 16,599 
Effect of dilutive securities:    
Stock options and restricted stock units74 — 54 — 
Denominator for diluted net earnings per common    
share - weighted-average shares and assumed    
conversions16,696 16,570 16,661 16,599 
Net earnings (loss) per share    
Basic$0.89 $(2.97)$3.83 $(2.67)
Diluted$0.88 $(2.97)$3.82 $(2.67)

There were no potentially dilutive securities for the three- and nine-month periods ended January 31, 2023, which were excluded from the calculation of net earnings per diluted share. Potentially dilutive securities of 40,973 and 47,878 for the three- and nine-month periods ended January 31, 2022, respectively, have not been considered in the calculation of net loss per share as the effect would be anti-dilutive.

Note D--Stock-Based Compensation
 
The Company has various stock-based compensation plans. During the nine-months ended January 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 and non-employee directors. The performance-based RSUs totaled 119,772 units and the service-based RSUs totaled 82,848 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. All of the Company's RSUs granted to employees cliff-vest three years from the grant date, while RSUs granted to non-employee directors vest daily over a two-year period from the date of grant.

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For the three- and nine-month periods ended January 31, 2023 and 2022, stock-based compensation expense was allocated as follows: 
Three Months EndedNine Months Ended
 January 31,January 31,
(in thousands)2023202220232022
Cost of sales and distribution$547 $231 $1,483 $906 
Selling and marketing expenses376 269 1,446 931 
General and administrative expenses937 506 2,320 1,562 
Stock-based compensation expense$1,860 $1,006 $5,249 $3,399 
 
During the nine months ended January 31, 2023, the Company also approved grants of 11,945 cash-settled performance-based restricted stock tracking units ("RSTUs") and 6,490 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 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. All of the RSTUs cliff-vest three years from 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 nine-month periods ended January 31, 2023 and 2022, and the liability as of January 31, 2023 and April 30, 2022, related to RSTUs is not significant.

Note E--Customer Receivables
 
The components of customer receivables were: 
 January 31,April 30,
(in thousands)20232022
Gross customer receivables$129,375 $168,699 
Less:
Allowance for doubtful accounts(377)(226)
Allowance for returns and discounts(11,256)(11,512)
Net customer receivables$117,742 $156,961 

Note F--Inventories
 
The components of inventories were: 
 January 31,April 30,
(in thousands)20232022
Raw materials$105,733 $90,451 
Work-in-process54,212 59,180 
Finished goods64,818 78,628 
Total inventories$224,763 $228,259 



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Note G--Property, Plant and Equipment

The components of property, plant and equipment were:
 January 31,April 30,
(in thousands)20232022
Land$4,475 $4,431 
Buildings and improvements120,492 119,066 
Buildings and improvements - finance leases11,164 11,164 
Machinery and equipment328,639 324,417 
Machinery and equipment - finance leases30,930 31,341 
Software29,229 28,115 
Construction in progress27,641 22,794 
Total property, plant and equipment552,570 541,328 
Less accumulated amortization and depreciation(349,061)(327,520)
Property, plant and equipment, net$203,509 $213,808 

Amortization and depreciation expense on property, plant and equipment amounted to $9.3 million and $9.2 million for the three months ended January 31, 2023 and 2022, respectively, and $28.7 million and $28.3 million for the nine months ended January 31, 2023 and 2022, respectively. Accumulated amortization on finance leases included in the above table amounted to $32.8 million and $32.8 million as of January 31, 2023 and April 30, 2022, respectively.

Note H--Intangibles

The components of customer relationship intangibles were:
 January 31,April 30,
(in thousands)20232022
Customer relationship intangibles$274,000 $274,000 
Less accumulated amortization(232,139)(197,889)
Total$41,861 $76,111 

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 January 31, 2023 and 2022 was $11.4 million and $11.4 million, respectively, and $34.2 million and $34.2 million, respectively, for each of the nine month periods ended January 31, 2023 and 2022.

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.
 
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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: 
 Nine Months Ended
 January 31,
(in thousands)20232022
Beginning balance at May 1$6,878 $5,249 
Accrual26,566 18,729 
Settlements(25,777)(17,821)
Ending balance at January 31$7,667 $6,157 

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 named 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.

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 January 31, 2023 and April 30, 2022 at fair value on a recurring basis (in thousands):
 Fair Value Measurements
 As of January 31, 2023
 Level 1Level 2Level 3
ASSETS:   
Mutual funds$228 $— $— 
Interest rate swap contracts— 15,508 — 
Foreign exchange forward contracts— 904 — 
Total assets at fair value$228 $16,412 $— 
 As of April 30, 2022
 Level 1Level 2Level 3
ASSETS:   
Mutual funds$404 $— $— 
Interest rate swap contracts— 13,687 — 
Total assets at fair value$404 $13,687 $— 
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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 December 29, 2017, the Company entered into a credit agreement (the "Prior Credit Agreement") with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent. The Prior Credit Agreement provided for a $100 million revolving loan facility with a $25 million sub-facility for the issuance of letters of credit, a $250 million initial term loan facility, and a $250 million delayed draw term loan facility. The Company borrowed the entire $250 million under the initial term loan facility, the entire $250 million under the delayed draw term loan facility, and approximately $50 million under the revolving loan facility in connection with its acquisition of RSI Home Products, Inc. ("RSI") and the refinancing of certain senior notes assumed from RSI. The facilities under the Prior Credit Agreement were scheduled to mature on December 29, 2022.

On April 22, 2021, the Company amended and restated the 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, as amended (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 the 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.

As of January 31, 2023 and April 30, 2022, $225.0 million and $237.5 million, respectively, was outstanding on the Term Loan Facility. As of January 31, 2023 and April 30, 2022, $210.0 million and $263.0 million, respectively, was outstanding under the Revolving Facility. Outstanding letters of credit under the Revolving Facility were $12.4 million as of January 31, 2023, leaving approximately $277.6 million in available capacity under the Revolving Facility as of January 31, 2023. The outstanding balances noted above approximate fair value as the facilities have a floating interest rate.

Effective January 31, 2023, 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, effective January 31, 2023, 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 January 31, 2023, the applicable margin with respect to base rate loans and SOFR loans was 0.25% and 1.25%, respectively, and the commitment fee was 0.13%.

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 January 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.

15

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. Effective January 31, 2023, 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- and nine-month periods ended January 31, 2023, unrealized gains (losses), net of deferred taxes, of ($2.6) million and $1.4 million, respectively, were recorded in other comprehensive income, and $1.8 million and $3.1 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. For the three- and nine-month periods ended January 31, 2022, unrealized gains (losses), net of deferred taxes, of $2.3 million and $4.1 million, respectively, were recorded in other comprehensive income, and $0.3 million and $0.7 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 January 31, 2023, the Company anticipates reclassifying approximately $8.8 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.

Foreign Exchange Forward Contracts

At January 31, 2023, the Company held forward contracts maturing from February 2023 to April 2023 to purchase 208.2 million Mexican pesos at exchange rates ranging from 21.49 to 21.74 Mexican pesos to one U.S. dollar. An immaterial asset is recorded in prepaid expense and other on the condensed consolidated balance sheet.

Note M--Income Taxes

The effective income tax rates for the three- and nine-month periods ended January 31, 2023 were 25.0% and 25.1%, respectively, compared with 26.0% and 26.3%, respectively, in the comparable periods in the prior fiscal year. The effective rates were higher than the 21.0% U.S. statutory rate for the three- and nine-month periods ended January 31, 2023 primarily due to state income taxes. The effective rate for the periods ended January 31, 2023 was lower than the comparable periods in the prior fiscal year primarily due to unfavorable uncertain tax position booked in the comparable periods and an increase in tax credits for the current period.

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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 and nine months ended January 31, 2023 and 2022:
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands)2023202220232022
Home center retailers$202,881 $225,046 $681,631 $649,712 
Builders212,640 177,716 683,601 539,154 
Independent dealers and distributors65,192 56,974 219,873 166,614 
Net Sales$480,713 $459,736 $1,585,105 $1,355,480 

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 January 31, 2023, the Company's two largest customers, Customers A and B, represented 39.9% and 16.4% of the Company's gross customer receivables, respectively. As of January 31, 2022, Customers A and B represented 31.3% and 18.8% 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 and nine months ended January 31, 2023 and 2022:
Three Months EndedNine Months Ended
January 31,January 31,
 2023202220232022
Customer A29.5%32.1%29.5%31.9%
Customer B12.8%16.9%13.5%16.0%

Note P--Restructuring

In the third quarter of fiscal 2023, the Company implemented nationwide reductions in force, which will be substantially completed in the fourth quarter of fiscal 2023. The Company recognized pre-tax restructuring charges, net of $1.3 million for the three- and nine-months ended January 31, 2023, related to these reductions in force, which were primarily severance and separation costs. A reserve of $1.3 million for restructuring charges is included in accrued compensation and related expenses in the consolidated balance sheet as of January 31, 2023 which relates to employee termination costs accrued but not yet paid.

Note Q--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
17

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, 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 January 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”). Included in the 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 have appealed their inclusion on the ineligible for certification list. Because two of the Company’s primary Vietnamese plywood vendors are included on the ineligible for certification list, the Company has determined that it is reasonably possible that it may experience a loss due to these matters and estimates that the maximum total potential loss for prior and future purchase to be approximately $8.0 million. Through the third fiscal quarter of 2023, the Company has remitted deposits of $3.9 million pursuant to the Preliminary Determination. The deposits remitted are included in other assets on the Company’s condensed consolidated balance sheet. 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 any determination that it is subject to these duties and believes that any deposits made will ultimately be refunded upon settlement of the appeals.

Note R--Subsequent Events

As previously disclosed, on January 25, 2016, the Company entered into a New Markets Tax Credit (“NMTC”) financing agreement to finance working capital improvements at its Monticello, Kentucky facility. The agreement was structured with unrelated third-party financial institutions (the “Investors”), their wholly-owned investment funds (the “Investment Funds”) and certain community development entities (the “CDEs”) in connection with our participation in qualified financing transactions under the NMTC program. In exchange for substantially all of the benefits derived from the tax credits, the Investors made a contribution of $2.3 million, net of syndication fees, to the Investment Funds. Simultaneously, a wholly-owned subsidiary of the Company made a $4.3 million loan to the Investment Funds. The Investment Funds used the proceeds of such equity and debt investments to acquire equity interests in the CDEs, which the CDEs in turn used to make loans to the Company aggregating $6.6 million for the project. These loans have terms of 30 years with an aggregate interest rate of approximately 1.2%. The original terms of the transaction included Investor put options, exercisable after 7 years, which, if exercised by the Investors, would require the Company to purchase the Investors’ interests in the Investment Funds. The Investors’ exercised such put options in February 2023 and we repurchased their interests in the Investment Funds in February 2023. The Company does not expect the impact of this transaction to have a material impact on its financial statements.

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, 2022.

 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
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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, general economy, unemployment rates, interest rates and consumer sentiment and the impact of such developments on our and our customers' business, operations, and access to financing;
•competition from other manufacturers and the impact of such competition on pricing and promotional levels;
•an inability to obtain raw materials in a timely manner or fluctuations in raw material, transportation, and energy costs, including due to inflation;
•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;
•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;
•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 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.

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, 2022, 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 January 31, 2023, the Company operated 17 manufacturing facilities in the United States and Mexico and eight primary service centers and one distribution center located throughout the United States.

The three-month period ended January 31, 2023 was the Company's third quarter of its fiscal year that ends on April 30, 2023 ("fiscal 2023").

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Financial Overview

The Company's remodeling-based business was impacted by the following macro-economic trends during the third quarter of fiscal 2023:

•The median price per existing home sold rose during the fourth calendar quarter of 2022 compared to the same period one year ago by 15.5% according to data provided by the National Association of Realtors, and existing home sales decreased 9.7% during the fourth calendar quarter of 2022 compared to the same period in the prior year;
•The unemployment rate decreased to 3.4% as of January 2023 compared to 4.0% as of January 2022 according to data provided by the U.S. Department of Labor; additionally, the unemployment rate decreased slightly from 3.6% in April 2022;
•Mortgage interest rates increased with a thirty-year fixed mortgage rate of approximately 6.1% in January 2023, an increase of approximately 258 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 decreased from 67.2 in January 2022 to 64.9 in January 2023; and
•The inflation rate as of January 2023 was 6.4%, compared to 7.5% in January 2022 and 8.3% in April 2022 according to data provided by the U.S. Department of Labor.

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 increased 4.6% during the third quarter and 16.9% during the first nine months of fiscal 2023 compared to the same prior-year periods.

The Company's remodeling sales, which consist of our independent dealer and distributor channel sales and home center retail sales, decreased 4.9% during the third quarter and increased 10.4% during the first nine months of fiscal 2023 compared to the same prior-year periods. Our independent dealer and distributor channel increased by 14.4% during the third quarter and 32.0% during the first nine months of fiscal 2023 compared to the comparable prior-year periods. Our home center channel decreased by 9.8% during the third quarter and increased 4.9% during the first nine months of fiscal 2023 compared to the comparable prior-year periods.

New construction sales increased 19.7% in the third quarter and 26.8% during the first nine months of fiscal 2023, compared to the same periods of fiscal 2022. 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 24.6% during the third quarter over the comparable prior year period, according to the U.S. Department of Commerce.  In comparison, housing completions increased 8.1% during the third quarter of fiscal 2023 over the comparable prior year period, according to the U.S. Department of Commerce. The Company believes there is a disconnect between single-family housing starts and housing completions, which is causing the lag to be greater than the historical 90 days.

The Company earned net income of $14.7 million for the third quarter of fiscal 2023, compared with a net loss of $49.3 million in the same period of the prior year, and earned net income of $63.6 million for the first nine months of fiscal 2023, compared with a net loss of $44.2 million in the same period of the prior year.

Results of Operations
 Three Months EndedNine Months Ended
 January 31,January 31,
(in thousands)20232022Percent Change20232022Percent Change
Net sales$480,713 $459,736 4.6 %$1,585,105 $1,355,480 16.9 %
Gross profit$75,340 $51,755 45.6 %$260,821 $156,715 66.4 %
Selling and marketing expenses$21,364 $23,383 (8.6)%$71,781 $67,755 5.9 %
General and administrative expenses$28,848 $23,281 23.9 %$91,129 $71,638 27.2 %
 
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Net Sales. Net sales were $480.7 million for the third quarter of fiscal 2023, an increase of $21.0 million or 4.6% compared with the third quarter of fiscal 2022. For the first nine months of fiscal 2023, net sales were $1,585.1 million, reflecting a $229.6 million or 16.9% increase compared to the same period of fiscal 2022. The Company experienced growth of 19.7% in the third quarter and 26.8% during the first nine months of fiscal 2023 in the builder channel and growth of 14.4% during the third quarter and 32.0% during the first nine months of fiscal 2023 in the independent dealers and distributors sales channel primarily due to the impact of price increases. Our home center channel decreased by 9.8% during the third quarter and increased 4.9% during the first nine months of fiscal 2023 compared to the comparable prior-year periods.

Gross Profit. Gross profit margin for the third quarter of fiscal 2023 was 15.7% compared with 11.3% for the same period of fiscal 2022, representing a 440 basis point improvement. Gross profit margin for the first nine months of fiscal 2023 was 16.5% compared with 11.6% for the same period of fiscal 2022, representing a 490 basis point improvement. Gross profit margin in the third quarter and first nine months of the current fiscal year was positively impacted by pricing actions and operational improvements partially offset by increases in labor and logistics costs.

Selling and Marketing Expenses. Selling and marketing expenses were 4.4% of net sales in the third quarter of fiscal 2023, compared with 5.1% for the same period of fiscal 2022. Selling and marketing expenses were 4.5% of net sales in the first nine months of fiscal 2023, compared with 5.0% for the same period of fiscal 2022.

General and Administrative Expenses. General and administrative expenses were 6.0% of net sales in the third quarter of fiscal 2023, compared with 5.1% of net sales in the third quarter of fiscal 2022. General and administrative expenses were 5.7% of net sales in the first nine months of fiscal 2023, compared with 5.3% of net sales in the third quarter of fiscal 2022. The increase in general and administrative expenses as a percentage of net sales during the third quarter and first nine months of fiscal 2023 was driven by higher employee incentive costs, partially offset by leverage created by higher sales.

Effective Income Tax Rates. The effective income tax rates for the three- and nine-month periods ended January 31, 2023 was 25.0% and 25.1%, respectively, compared with 26.0% and 26.3%, respectively, in the comparable periods in the prior fiscal year. The effective rates were higher than the 21.0% U.S. statutory rate for the three- and nine-month periods ended January 31, 2023 primarily due to state income taxes. The effective rate for the periods ended January 31, 2023 was lower than the comparable periods in the prior fiscal year primarily due to an unfavorable uncertain tax position booked in the prior periods and an increase in tax credits for the current period.

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 that 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 Adjusted EBITDA as net income adjusted to exclude (1) income tax expense, (2) interest expense, net, (3) depreciation and amortization expense, (4) amortization of customer relationship intangibles, (5) 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, (6) non-recurring restructuring charges, (7) stock-based compensation expense, (8) gain/loss on asset disposals, (9) change in fair value of foreign exchange forward contracts, and (10) 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.

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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, (4) pension settlement charges, and (5) 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.
Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands)2023202220232022
Net income (loss) (GAAP)$14,728 $(49,257)$63,582 $(44,246)
Add back:
Income tax expense (benefit)4,905 (17,310)21,275 (15,801)
Interest expense, net4,303 2,668 12,778 7,201 
Depreciation and amortization expense11,814 12,507 36,578 38,453 
Amortization of customer relationship intangibles11,416 11,416 34,250 34,250 
EBITDA (Non-GAAP)$47,166 $(39,976)168,463 19,857 
Add back:
Acquisition and restructuring related expenses (1)20 20 60 60 
Non-recurring restructuring charges (2)1,310 (127)1,310 183 
Pension settlement, net293 69,452 48 69,452 
Change in fair value of foreign exchange forward contracts (3)(324)(177)(904)(7)
Stock-based compensation expense1,859 1,006 5,249 3,399 
Loss on asset disposal666 365 879 516 
Adjusted EBITDA (Non-GAAP)$50,990 $30,563 175,105 93,460 
Net Sales$480,713 $459,736 $1,585,105 $1,355,480 
Net income margin (GAAP)3.1 %(10.7)%4.0 %(3.3)%
Adjusted EBITDA margin (Non-GAAP)10.6 %6.6 %11.0 %6.9 %
(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 permanent layoffs that occurred during January 2023 and the closure of the manufacturing plant in Humboldt, Tennessee.
(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 Adjusted EBITDA and Adjusted EBITDA margin as projected for fiscal 2023 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).

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Adjusted EBITDA. Adjusted EBITDA for the third quarter of fiscal 2023 was $51.0 million or 10.6% of net sales compared to $30.6 million or 6.6% of net sales for the same quarter of the prior fiscal year. Adjusted EBITDA for the first nine months of fiscal 2023 was $175.1 million or 11.0% of net sales compared to $93.5 million or 6.9% of net sales for the same quarter of the prior fiscal year. The increase in Adjusted EBITDA for the third quarter and first nine months of fiscal 2023 is primarily due to increased net income due to higher net sales driven by pricing actions, mix and improved efficiencies.

Reconciliation of Net Income to Adjusted Net Income
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands, except share data)2023202220232022
Net income (loss) (GAAP)$14,728 $(49,257)$63,582 $(44,246)
Add back:
Acquisition and restructuring related expenses20 20 60 60 
Non-recurring restructuring charges1,310 (127)1,310 183 
Pension settlement, net293 69,452 48 69,452 
Amortization of customer relationship intangibles11,416 11,416 34,250 34,250 
Tax benefit of add backs(3,341)(21,586)(9,202)(27,753)
Adjusted net income (Non-GAAP)$24,426 $9,918 $90,048 $31,946 
Weighted average diluted shares (GAAP)16,695,714 16,569,881 16,661,234 16,599,369 
Add back: potentially anti-dilutive shares (1)— 40,973 — 47,878 
Weighted average diluted shares (Non-GAAP)16,695,714 16,610,854 16,661,234 16,647,247 
EPS per diluted share (GAAP)$0.88 $(2.97)$3.82 $(2.67)
Adjusted EPS per diluted share (Non-GAAP)$1.46 $0.60 $5.40 $1.92 
(1) Potentially dilutive securities for the three- and nine-months ended January 31, 2022 have not been considered in the GAAP calculation of net loss per share as the effect would be anti-dilutive.

Outlook.  Shifting our focus to the remainder of fiscal year 2023, our full year outlook remains unchanged and we expect low-double digit growth rate in net sales versus fiscal year 2022. To achieve this our fourth quarter sales are expected to be mid-single digits decline. The growth rate is highly dependent upon overall industry, economic growth trends, material constraints, labor impacts, interest rates and consumer behaviors. Our EBITDA margin expectation for Fiscal 2023 remains a low double-digit EBITDA percentage.

The Company continues to track several metrics, including but not limited to housing starts, housing completions, existing home sales, mortgage interest rates, new jobs growth, GDP growth and consumer confidence, which it believes are leading indicators of overall demand for kitchen and bath cabinetry.

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, 2022, 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 $45.8 million at January 31, 2023, representing a $23.5 million increase from its April 30, 2022 levels primarily due to $110.8 million cash provided by operations in the first nine months of fiscal 2023 compared with cash used by operations of $13.1 million in the same period of the prior year, $17.1 million in payments to acquire property, plant, and equipment, and $67.3 million of net debt repayments. The increase in the Company's cash from operating activities was driven primarily by an increase in net income and cash inflows from accrued compensation and related expenses, customer receivables, inventories, accrued marketing expenses and other accrued expenses, partially offset by cash
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outflows from accounts payable and prepaid expenses and other assets. At January 31, 2023, total long-term debt (including current maturities) was $443.2 million. The Company's ratio of long-term debt to total capital was 34.3% at January 31, 2023, compared with 39.6% at April 30, 2022.

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 up to $500 million under the Revolving Facility. Approximately $277.6 million was available under this facility as of January 31, 2023.

On April 22, 2021, the Company amended and restated the 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 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 the 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.

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. We were in compliance with all the covenants under the A&R Credit Agreement as of January 31, 2023.

As of January 31, 2023, $225 million was outstanding on the Term Loan Facility and $210 million was outstanding under the Revolving Facility. As of January 31, 2023, the applicable margin with respect to base rate loans and SOFR loans was 0.25% and 1.25%, respectively, and the commitment fee was 0.13%.

See Note K — Loans Payable and Long-Term Debt for further information around our indebtedness and compliance with covenants.

The Company's investing activities primarily consist of investment in property, plant and equipment and promotional displays. Net cash used for investing activities was $19.3 million in the first nine months of fiscal 2023, compared with $35.8 million in the comparable period of fiscal 2022.

During the first nine months of fiscal 2023, net cash used by financing activities was $68.1 million, compared with $41.4 million in the comparable period of the prior fiscal year. The increase in cash used during the first nine months of fiscal 2023 was primarily driven by the net debt repayments of $67.3 million during the first nine months of fiscal 2023 compared to $15.3 million in the same period of the prior fiscal year and the absence of $25.0 million of common stock repurchases that occurred during the prior 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 did not repurchase any of its common shares during the third quarter or first nine months of fiscal 2023. As of January 31, 2023, $75.0 million of funds remained available from the amounts authorized by the Board to repurchase the Company's common stock.

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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 2023.

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, 2022.

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 January 31, 2023 would increase our annual interest expense by approximately $2.4 million. See Note K — Loans Payable and Long-Term Debt for 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 January 31, 2023. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective as of January 31, 2023 due to the material weaknesses in internal control over financial reporting involving ineffective information technology change management and risk assessment, control activities and monitoring activities related to new system implementation that were disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2022 (our "2022 Annual Report").

During the quarter ended January 31, 2023, we completed our remediation plans described in Part II, Item 9A of our 2022 Annual Report with respect to the material weakness concerning information technology change management, including the execution of new and enhanced processes to ensure timeliness of review and approval for emergency and scheduler changes, the removal of developer access to database monitoring logs, and an update of the development deployment process to require additional approvals as appropriate. The enhanced controls are currently being tested.

During the quarter ended January 31, 2023, we fully implemented the necessary monitoring activities to mitigate the risks associated with privileged user access. These controls are currently being tested to ensure their effectiveness. We also continue to evaluate available remediation options for an automated solution to the material weakness concerning control and monitoring
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activities related to new system implementation. We will continue to provide additional details concerning progress on our remediation plan for this material weakness in future periodic reports.

During the remainder of fiscal 2023, we are committed to maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weaknesses are remediated. Management will test and evaluate the implementation of the new processes established and the related internal controls to ascertain whether they are designed and operating effectively to provide reasonable assurance that they will prevent or detect a material error in the financial statements. Notwithstanding the identified material weaknesses, management believes the condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows at January 31, 2023 and for the periods presented in accordance with U.S. GAAP.

Except as described above, there has been no change in the Company's internal control over financial reporting that occurred during the quarter ended January 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 Q — Other Information for further discussion of the antidumping and countervailing duties investigation.

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, 2022 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."

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Item 6. Exhibits
 
Exhibit NumberDescription
Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
Bylaws – as amended effective May 24, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K as filed on May 25, 2022; Commission File No. 000-14798).
Separation Agreement and Release, effective January 12, 2023, between American Woodmark Corporation and Teresa M. May (incorporated by reference to Exhibit 10.1 to Registrant's Form 8-K as filed on January 19, 2023; Commission File No. 000-14798).
Amendment Agreement, dated as of January 17, 2023, to the Amended and Restated Credit Agreement dated as of April 22, 2021, among American Woodmark Corporation, as Borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent. (Filed Herewith)
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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 January 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).
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
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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
 Paul Joachimczyk
 Senior Vice President and Chief Financial Officer 
  
 Date: February 28, 2023
 Signing on behalf of the registrant and
 as principal financial and accounting officer
 
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