8-K

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 31, 2021

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 31, 2021, the Registrant issued a press release announcing results for its first quarter of fiscal year 2022 ended July 31, 2021. 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 31, 2021.

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
Vice President and Chief Financial Officer	President & Chief Executive Officer
Date: August 31, 2021	Date: August 31, 2021
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

Exhibit 99.1

P. O. Box 1980

Winchester, VA 22604-8090

Contact: Kevin Dunnigan
Treasury Director
540-665-9100

AMERICAN WOODMARK CORPORATION ANNOUNCES FIRST QUARTER RESULTS

WINCHESTER, Virginia (August 31, 2021) -- American Woodmark Corporation (NASDAQ: AMWD) (the "Company") today announced results for its first quarter of fiscal 2022 which ended July 31, 2021.

Net sales for the first quarter of fiscal 2022 increased $52.5 million, or 13.5%, to $442.6 million compared with the same quarter of the prior fiscal year. The Company experienced growth across all channels, with high-teens growth in our repair and remodel sales channel and upper single digit growth in our new construction sales channel during the first quarter of fiscal 2022 versus the prior year period as market demand continued at a strong pace.

Net income was $3.0 million ($0.18 per diluted share) for the first quarter of fiscal 2022 compared with $16.1 million ($0.94 per diluted share) in the same quarter of the prior fiscal year. Net income for the first quarter of fiscal 2022 decreased $13.1 million due to the rapidly evolving inflationary pressures outpacing our pricing actions taken across all our channels. This was approximately 220 basis points of sequential pressure from the Company's fourth quarter of fiscal 2021 to the first quarter of fiscal 2022, related primarily to materials and logistics costs. Given the increased backlog of our products there is an inherent lag in the realization of our pricing actions. Net income margin was 0.7% for the first quarter of fiscal 2022 compared to 4.1% for the same period in the prior fiscal year. Adjusted EPS per diluted share was $0.70 for the first quarter of fiscal 2022 compared with $1.63 in the same quarter of the prior fiscal year.

Adjusted EBITDA for the first quarter of fiscal 2022 decreased $24.3 million, or 43.1%, to $32.1 million, or 7.3% of net sales, compared to $56.4 million, or 14.5% of net sales, for the same quarter of the prior fiscal year.

"While delivering sales growth across all channels our adjusted EBITDA margins of 7.3% were below expectations. Although we have and are also in the process of implementing significant pricing actions due to the increasing inflationary pressures we are facing, we only realized approximately $3 million of impact in the first quarter of fiscal 2022. Assuming our current sales level, we expect the impact of confirmed pricing actions to increase in the second half of fiscal 2022 to over $25 million per quarter," said Scott Culbreth, President and CEO. "Looking forward our focus remains on increasing production to match a strong demand environment and reducing backlog and realizing additional pricing actions to mitigate inflationary pressures in materials, logistics, and labor."

Cash provided by operating activities for the first fiscal quarter was $6.6 million and free cash flow totaled $(8.1) million. Cash flows were negatively impacted due to the higher inventory levels, timing of accounts payable, and lower accrued compensation expenses. As of July 31, 2021, the Company had $27.8 million of cash on hand with no term loan debt maturities until July 2023 plus access to $243.0 million of additional availability under its revolving facility. The Company paid down $29.1 million of its debt and repurchased shares valued at $25 million during the first three months of the current fiscal year.

Effective May 1, 2021, the Company changed its accounting method for inventory costing for inventories which previously utilized a last-in, first-out ("LIFO") basis to a first-in, first-out ("FIFO") basis. All prior periods presented have been retrospectively adjusted to apply the effects of the change.

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

AMWD Announces First Quarter Results

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August 31, 2021

distributors, we spark the imagination of homeowners and designers and bring their vision to life. Across our service and distribution centers, our corporate office, and manufacturing facilities, you’ll always find the same commitment to customer satisfaction, integrity, teamwork, and excellence. Visit americanwoodmark.com to learn more and start building something distinctly your own.

Use of Non-GAAP Financial Measures

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

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

(AMWD-ER)

AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
		Three Months Ended
		July 31
		2021		2020 As Adjusted
Net sales		$	442,581	$	390,087
Cost of sales & distribution		389,138		310,520
	Gross profit	53,443		79,567
Sales & marketing expense		22,987		19,898
General & administrative expense		23,687		29,983
Restructuring charges, net		313		3,460
	Operating income	6,456		26,226
Interest expense, net		2,173		6,030
Other (income) expense, net		73		(1,688)
Income tax expense		1,229		5,825
	Net income	$	2,981	$	16,059
Earnings Per Share:
Weighted average shares outstanding - diluted		16,716,167		17,013,444
Net income per diluted share		$	0.18	$	0.94

AMWD Announces First Quarter Results

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Condensed Consolidated Balance Sheet
(Unaudited)
		July 31		April 30
		2021		2021 As Adjusted
Cash & cash equivalents		$	27,818	$	91,071
Customer receivables		130,736		146,866
Inventories		181,794		158,167
Other current assets		15,072		13,861
	Total current assets	355,420		409,965
Property, plant and equipment, net		206,932		204,002
Operating lease assets, net		120,703		123,118
Customer relationship intangibles, net		110,361		121,778
Goodwill		767,612		767,612
Other assets		28,557		27,924
	Total assets	$	1,589,585	$	1,654,399
Current portion - long-term debt		$	2,131	$	8,322
Short-term operating lease liabilities		20,635		19,994
Accounts payable & accrued expenses		176,051		192,131
	Total current liabilities	198,817		220,447
Long-term debt		491,412		513,450
Deferred income taxes		43,448		42,891
Long-term operating lease liabilities		106,917		109,628
Other liabilities		11,890		11,745
	Total liabilities	852,484		898,161
Stockholders' equity		737,101		756,238
	Total liabilities & stockholders' equity	$	1,589,585	$	1,654,399

Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Three Months Ended
	July 31
	2021		2020
Net cash provided by operating activities	$	6,588	$	40,000
Net cash used by investing activities	(14,706)		(7,836)
Net cash used by financing activities	(55,135)		(1,168)
Net increase (decrease) in cash and cash equivalents	(63,253)		30,996
Cash and cash equivalents, beginning of period	91,071		97,059
Cash and cash equivalents, end of period	$	27,818	$	128,055

Non-GAAP Financial Measures

AMWD Announces First Quarter Results

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We have reported our financial results in accordance with 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 and trademarks, (5) expenses related to the 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) net gain/loss on debt forgiveness and modification. 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 acquisition of RSI Home Products, Inc. ("RSI acquisition") and the subsequent restructuring charges that the Company incurred related to the RSI acquisition, (2) non-recurring restructuring charges, (3) the amortization of customer relationship intangibles and trademarks, (4) net loss on debt forgiveness and modification 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

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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)	2021			2020 As Adjusted
Net income (GAAP)	$	2,981		$	16,059
Add back:
Income tax expense	1,229			5,825
Interest expense, net	2,173			6,030
Depreciation and amortization expense	13,025			12,959
Amortization of customer relationship intangibles and trademarks	11,417			12,250
EBITDA (Non-GAAP)	$	30,825		$	53,123
Add back:
Acquisition and restructuring related expenses (1)	20			60
Non-recurring restructuring charges, net (2)	313			3,460
Change in fair value of foreign exchange forward contracts (3)	(350)			(1,255)
Stock-based compensation expense	1,177			961
Loss on asset disposal	115			46
Adjusted EBITDA (Non-GAAP)	$	32,100		$	56,395
Net Sales	$	442,581		$	390,087
Net income margin (GAAP)	0.7		%	4.1		%
Adjusted EBITDA margin (Non-GAAP)	7.3		%	14.5		%

(1) Acquisition and restructuring related expenses are comprised of expenses related to the acquisition of RSI Home Products, Inc. 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. The three months ended July 31, 2020 includes accelerated depreciation expense of $1.1 million related to Humboldt.

(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 in the operating results.

AMWD Announces First Quarter Results

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August 31, 2021

Reconciliation of Net Income to Adjusted Net Income
	Three Months Ended
	July 31
(in thousands, except share data)	2021		2020 As Adjusted
Net income (GAAP)	$	2,981	$	16,059
Add back:
Acquisition and restructuring related expenses	20		60
Non-recurring restructuring charges, net	313		3,460
Amortization of customer relationship intangibles and trademarks	11,417		12,250
Tax benefit of add backs	(3,067)		(4,053)
Adjusted net income (Non-GAAP)	$	11,664	$	27,776
Weighted average diluted shares	16,716,167		17,013,444
EPS per diluted share (GAAP)	$	0.18	$	0.94
Adjusted EPS per diluted share (Non-GAAP)	$	0.70	$	1.63

Free Cash Flow
	Three Months Ended
	July 31
	2021		2020
Cash provided by operating activities	$	6,588	$	40,000
Less: Capital expenditures (1)	14,711		7,842
Free cash flow	$	(8,123)	$	32,158

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

AMWD Announces First Quarter Results

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August 31, 2021

Net Leverage
	Twelve Months Ended
	July 31
(in thousands)	2021
Net income (GAAP)	$	45,259
Add back:
Income tax expense	13,931
Interest expense, net	19,271
Depreciation and amortization expense	51,165
Amortization of customer relationship intangibles and trademarks	47,056
EBITDA (Non-GAAP)	$	176,682
Add back:
Acquisition and restructuring related expenses (1)	134
Non-recurring restructuring charges, net (2)	2,701
Change in fair value of foreign exchange forward contracts (3)	(197)
Stock-based compensation expense	4,814
Loss on asset disposal	454
Net loss on debt forgiveness and modification	13,792
Adjusted EBITDA (Non-GAAP)	$	198,380
	As of
	July 31
	2021
Current maturities of long-term debt	$	2,131
Long-term debt, less current maturities	491,412
Total debt	493,543
Less: cash and cash equivalents	(27,818)
Net debt	$	465,725
Net leverage (4)	2.35

(1) Acquisition and restructuring related expenses are comprised of expenses related to the acquisition of RSI Home Products, Inc. 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, 2021.

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Cover Page	Aug. 31, 2021
Cover [Abstract]
Entity Registrant Name	American Woodmark Corporation
Entity Central Index Key	0000794619
Entity Address, Address Line One	561 Shady Elm Road,
Entity Incorporation, State or Country Code	VA
Document Type	8-K
Document Period End Date	Aug. 31, 2021
City Area Code	540
Local Phone Number	665-9100
Entity File Number	000-14798
Entity Tax Identification Number	54-1138147
Entity Address, City or Town	Winchester,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22602
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false