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

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

Date of Report (Date of earliest event reported): August 30, 2022
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia 000-14798 54-1138147
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
561 Shady Elm Road, Winchester, Virginia 22602
(Address of principal executive offices (Zip Code)

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

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

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

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

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

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

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

Emerging growth company ☐

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



American Woodmark Corporation


ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 30, 2022, the Registrant issued a press release announcing results for its first quarter of fiscal year 2023 ended July 31, 2022. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit 99.1    Registrant's Press Release dated August 30, 2022.





SIGNATURES

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


AMERICAN WOODMARK CORPORATION
(Registrant)



/s/ PAUL JOACHIMCZYK /s/ M. SCOTT CULBRETH
Paul Joachimczyk M. Scott Culbreth
Senior Vice President and Chief Financial Officer President & Chief Executive Officer
Date: August 30, 2022
Date: August 30, 2022
Signing on behalf of the registrant and as principal financial officer Signing on behalf of the registrant and as principal executive officer



EX-99.1 2 ex991202207318k.htm EX-99.1 Document

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


Contact: Kevin Dunnigan
Treasurer
540-665-9100



AMERICAN WOODMARK CORPORATION ANNOUNCES FIRST QUARTER RESULTS

WINCHESTER, Virginia (August 30, 2022) -- American Woodmark Corporation (NASDAQ: AMWD) (the "Company") today announced results for its first quarter of fiscal 2023 which ended July 31, 2022.

Net sales for the first quarter of fiscal 2023 increased $100.3 million, or 22.7%, to $542.9 million compared with the same quarter of the prior fiscal year. The Company experienced growth in all sales channels during the first quarter of fiscal 2023 versus the prior year period.

Net income was $20.1 million ($1.21 per diluted share) for the first quarter of fiscal 2023 compared with net income of $3.0 million ($0.18 per diluted share) in the same quarter of the prior fiscal year. Net income for the first quarter of fiscal 2023 increased due to an increase in net sales largely as a result of price increases and increased efficiencies, partially offset by higher material and logistics costs.

Adjusted EBITDA for the first quarter of fiscal 2023 increased $24.4 million, or 76.0%, to $56.5 million, or 10.4% of net sales, compared to $32.1 million, or 7.3% of net sales, for the same quarter of the prior fiscal year.

Cash provided by operating activities for the first three months of fiscal 2023 was $37.3 million and free cash flow totaled $32.7 million. Cash flows were positively impacted by the increase in net income and higher accrued expenses. As of July 31, 2022, the Company had $33.7 million of cash on hand with no term loan debt maturities until July 2023 plus access to $239.4 million of additional availability under its revolving facility. The Company paid down a net of $20.6 million of its debt during the first three months of the current fiscal year.

“During the first quarter of fiscal 2023, our teams delivered sales growth of 22.7%, improved adjusted EBITDA by 76.0% to $56.5 million, and generated free cash flow of over $32 million," said Scott Culbreth, President and CEO. "We committed to improving our results as price realization started to better match inflationary impacts and we improved our costs through operating efficiency initiatives. Our team has remained resilient and focused and I want to thank them for their efforts in delivering these results."

About Us

American Woodmark celebrates the creativity in all of us. With over 10,000 employees and more than a dozen brands, we’re one of the nation’s largest cabinet manufacturers. From inspiration to installation, we help people find their unique style and turn their home into a space for self-expression. By partnering with major home centers, builders, and independent dealers and distributors, we spark the imagination of homeowners and designers and bring their vision to life. Across our service and distribution centers, our corporate office, and manufacturing facilities, you’ll always find the same commitment to customer satisfaction, integrity, teamwork, and excellence. Visit americanwoodmark.com to learn more and start building something distinctly your own.

Use of Non-GAAP Financial Measures

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




AMWD Announces First Quarter Results
Page 2
August 30, 2022


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


AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
Three Months Ended
July 31,
2022 2021
Net sales $ 542,893  $ 442,581 
Cost of sales & distribution 456,146  389,235 
Gross profit 86,747  53,346 
Sales & marketing expense 25,766  22,888 
General & administrative expense 30,180  23,734 
Restructuring charges, net —  313 
Operating income 30,801  6,411 
Interest expense, net 4,053  2,173 
Pension settlement, net (239) — 
Other (income) expense, net 226  28 
Income tax expense 6,691  1,229 
Net income $ 20,070  $ 2,981 
Earnings Per Share:
Weighted average shares outstanding - diluted 16,619,916  16,716,167 
Net income per diluted share $ 1.21  $ 0.18 



AMWD Announces First Quarter Results
Page 3
August 30, 2022


Condensed Consolidated Balance Sheet
(Unaudited)
July 31,  April 30,
2022 2022
Cash & cash equivalents $ 33,696  $ 22,325 
Customer receivables 162,447  156,961 
Inventories 247,021  228,259 
Other current assets 21,161  21,112 
Total current assets 464,325  428,657 
Property, plant and equipment, net 207,188  213,808 
Operating lease assets, net 104,943  108,055 
Customer relationship intangibles, net 64,694  76,111 
Goodwill 767,612  767,612 
Other assets 37,452  38,253 
Total assets $ 1,646,214  $ 1,632,496 
Current portion - long-term debt $ 2,390  $ 2,264 
Short-term operating lease liabilities 22,058  21,985 
Accounts payable & accrued expenses 212,416  191,979 
Total current liabilities 236,864  216,228 
Long-term debt 486,436  506,732 
Deferred income taxes 36,055  38,340 
Long-term operating lease liabilities 91,863  95,084 
Other liabilities 2,458  3,229 
Total liabilities 853,676  859,613 
Stockholders' equity 792,538  772,883 
Total liabilities & stockholders' equity $ 1,646,214  $ 1,632,496 

Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
July 31,
2022 2021
Net cash provided by operating activities $ 37,295  $ 6,588 
Net cash used by investing activities (4,560) (14,706)
Net cash used by financing activities (21,364) (55,135)
Net increase (decrease) in cash and cash equivalents 11,371  (63,253)
Cash and cash equivalents, beginning of period 22,325  91,071 
Cash and cash equivalents, end of period $ 33,696  $ 27,818 







AMWD Announces First Quarter Results
Page 4
August 30, 2022


Non-GAAP Financial Measures

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

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

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

We define 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.

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.

Free cash flow

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

Net leverage

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




AMWD Announces First Quarter Results
Page 5
August 30, 2022


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

A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following tables:
Reconciliation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin
Three Months Ended
July 31,
(in thousands) 2022 2021
Net income (GAAP) $ 20,070  $ 2,981 
Add back:
Income tax expense 6,691  1,229 
Interest expense, net 4,053  2,173 
Depreciation and amortization expense 12,430  13,025 
Amortization of customer relationship intangibles 11,417  11,417 
EBITDA (Non-GAAP) $ 54,661  $ 30,825 
Add back:
Acquisition and restructuring related expenses (1) 20  20 
Non-recurring restructuring charges, net (2) —  313 
Pension settlement (239) — 
Change in fair value of foreign exchange forward contracts (3) 238  (350)
Stock-based compensation expense 1,635  1,177 
Loss on asset disposal 177  115 
Adjusted EBITDA (Non-GAAP) $ 56,492  $ 32,100 
Net Sales $ 542,893  $ 442,581 
Net income margin (GAAP) 3.7  % 0.7  %
Adjusted EBITDA margin (Non-GAAP) 10.4  % 7.3  %

(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 due to COVID-19 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.




AMWD Announces First Quarter Results
Page 6
August 30, 2022


Reconciliation of Net Income to Adjusted Net Income
Three Months Ended
July 31,
(in thousands, except share data) 2022 2021
Net income (GAAP) $ 20,070  $ 2,981 
Add back:
Acquisition and restructuring related expenses 20  20 
Non-recurring restructuring charges, net —  313 
Pension settlement (239) — 
Amortization of customer relationship intangibles and trademarks 11,417  11,417 
Tax benefit of add backs (2,900) (3,067)
Adjusted net income (Non-GAAP) $ 28,368  $ 11,664 
Weighted average diluted shares (GAAP) 16,619,916  16,716,167 
EPS per diluted share (GAAP) $ 1.21  $ 0.18 
Adjusted EPS per diluted share (Non-GAAP) $ 1.71  $ 0.70 


Free Cash Flow
Three Months Ended
July 31,
2022 2021
Cash provided by operating activities $ 37,295  $ 6,588 
Less: Capital expenditures (1) 4,575  14,711 
Free cash flow $ 32,720  $ (8,123)

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



AMWD Announces First Quarter Results
Page 7
August 30, 2022


Net Leverage
Twelve Months Ended
July 31,
(in thousands) 2022
Net loss (GAAP) $ (12,633)
Add back:
Income tax expense (7,795)
Interest expense, net 12,070 
Depreciation and amortization expense 50,343 
Amortization of customer relationship intangibles 45,667 
EBITDA (Non-GAAP) $ 87,652 
Add back:
Acquisition and restructuring related expenses (1) 80 
Non-recurring restructuring charges, net (2) (130)
Pension settlement 68,234 
Change in fair value of foreign exchange forward contracts (3) 588 
Stock-based compensation expense 5,166 
Loss on asset disposal 759 
Adjusted EBITDA (Non-GAAP) $ 162,349 
As of
July 31,
2022
Current maturities of long-term debt $ 2,390 
Long-term debt, less current maturities 486,436 
Total debt 488,826 
Less: cash and cash equivalents (33,696)
Net debt $ 455,130 
Net leverage (4) 2.80 

(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 due to COVID-19 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.
(4) Net debt divided by Adjusted EBITDA for the twelve months ended July 31, 2022.

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