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

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

Date of Report (Date of earliest event reported): February 27, 2025
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia000-1479854-1138147
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
561 Shady Elm Road,Winchester,Virginia22602
(Address of principal executive offices(Zip Code)

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

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

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

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

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

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

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

Emerging growth company ☐

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


American Woodmark Corporation


ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 27, 2025, the Registrant issued a press release announcing results for its third quarter of fiscal year 2025 ended January 31, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit 99.1    Registrant's Press Release dated February 27, 2025.




SIGNATURES

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


AMERICAN WOODMARK CORPORATION
(Registrant)



/s/ PAUL JOACHIMCZYK/s/ M. SCOTT CULBRETH
Paul JoachimczykM. Scott Culbreth
Senior Vice President and Chief Financial Officer
President & Chief Executive Officer
Date: February 27, 2025
Date: February 27, 2025
Signing on behalf of the registrant and as principal financial officerSigning on behalf of the registrant and as principal executive officer




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


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



AMERICAN WOODMARK CORPORATION ANNOUNCES THIRD QUARTER RESULTS

Fiscal Third Quarter 2025 Financial Highlights:

•Net sales of $397.6 million
•Net income of $16.6 million; 4.2% of net sales
•GAAP EPS of $1.09; adjusted EPS of $1.05
•Adjusted EBITDA of $38.4 million; 9.7% of net sales
•Cash provided by operating activities of $11.0 million; free cash flow of $1.4 million
•Repurchased 132,075 shares for $12.6 million

Fiscal 2025 First Nine Months Financial Highlights:

•Net sales of $1,309.2 million
•Net income of $73.9 million; 5.6% of net sales
•GAAP EPS of $4.79; adjusted EPS of $5.28
•Adjusted EBITDA of $161.5 million; 12.3% of net sales
•Cash provided by operating activities of $63.7 million; free cash flow of $31.5 million
•Repurchased 752,412 shares for $69.1 million

WINCHESTER, Virginia (February 27, 2025) -- American Woodmark Corporation (NASDAQ: AMWD) (the "Company") today announced results for its third fiscal quarter ended January 31, 2025.

“Despite performance that was below our expectations for the quarter, our teams continue to execute and have built a platform to deliver profitable growth when macroeconomic conditions improve. The quarter was impacted by softer demand in the remodel market and a decline in new construction single family activity as inventories were reduced,” said Scott Culbreth, President and CEO. “Demand trends are expected to remain challenging, and our outlook is for a mid-single digit decline in net sales for the full fiscal year and an Adjusted EBITDA range of $210 million to $215 million.”

Third Quarter Results

Net sales for the third quarter of fiscal 2025 decreased $24.5 million, or 5.8%, to $397.6 million compared with the same quarter last fiscal year. Net income was $16.6 million ($1.09 per diluted share and 4.2% of net sales) compared with $21.2 million ($1.32 per diluted share and 5.0% of net sales) last fiscal year. Net income decreased $4.7 million due to lower net sales, increasing supply chain costs, and restructuring charges totaling $0.5 million related to a reduction in force implemented during the second quarter and the closure of the manufacturing facility located in Orange, Virginia, which was announced in January 2025, partially offset by the roll-off of acquisition-related intangible asset amortization and lower year-over-year incentive compensation. Adjusted EPS per diluted share was $1.05 for the third quarter of fiscal 2025 compared with $1.561 last fiscal year. Adjusted EBITDA for the third quarter of fiscal 2025 decreased $12.2 million, or 24.0%, to $38.4 million, or 9.7% of net sales, compared with $50.6 million, or 12.0% of net sales, last fiscal year.

During January 2025, the Company's Board approved the closure and eventual disposal of its manufacturing plant located in Orange, Virginia. The Company expects to incur total pre-tax restructuring costs of $6.0 million to $8.5 million related to the closing of the plant. The restructuring costs consist of employee severance and separation costs of approximately $2.0 million to $2.5 million, and charges for relocation and disposal of property and equipment and other administrative costs of approximately $4.0 million to $6.0 million. The Company expects to recognize substantially all of these costs during fiscal 2025.




1During the second quarter of fiscal 2025, the Company changed its definition of Adjusted EPS per diluted share to exclude the change in fair value of foreign exchange forward contracts to be consistent with its definition of Adjusted EBITDA. Prior period amounts have been adjusted to conform to current period presentation.
AMWD Announces Third Quarter Results
Page 2
February 27, 2025


First Nine Months of Fiscal 2025 Results

Net sales for the first nine months of fiscal 2025 decreased $85.0 million, or 6.1%, to $1,309.2 million compared with the same period of the prior fiscal year. Net income was $73.9 million ($4.79 per diluted share and 5.6% of net sales) compared with $89.4 million ($5.46 per diluted share and 6.4% of net sales) in the same period of the prior fiscal year. Net income for the first nine months of fiscal 2025 decreased $15.5 million due to lower net sales, manufacturing volume deleverage in our new locations in Hamlet, North Carolina, and Monterrey, Mexico, increasing supply chain costs, unfavorable mark-to-market adjustment on our foreign currency hedging instruments, and restructuring charges totaling $1.7 million related to a reduction in force implemented during the second quarter and the closure of the manufacturing facility located in Orange, Virginia, which was announced in January 2025, partially offset by the roll-off of acquisition-related intangible asset amortization, which ended in the third quarter of the prior fiscal year, non-recurring pre-tax charge related to the plywood case last fiscal year, and lower year-over-year incentive compensation. Adjusted EPS per diluted share was $5.28 for the first nine months of fiscal 2025 compared with $6.811 in the same period of the prior fiscal year. Adjusted EBITDA for the first nine months of fiscal 2025 decreased $36.6 million, or 18.5%, to $161.5 million, or 12.3% of net sales, compared to $198.1 million, or 14.2% of net sales, for the same period of the prior fiscal year.

Balance Sheet & Cash Flow

As of January 31, 2025, the Company had $43.5 million in cash plus access to $314.2 million of additional availability under its revolving credit facility. Also, as of January 31, 2025, the Company had $198.8 million in term loan debt and $173.4 million drawn on its revolving credit facility.

Cash provided by operating activities for the first nine months of fiscal 2025 was $63.7 million and free cash flow totaled $31.5 million.

The Company repurchased 132,075 shares, or approximately 1.0% of shares outstanding, for $12.6 million during the third quarter of fiscal 2025, and 752,412 shares, or approximately 5.0% of shares outstanding, for $69.1 million during the first nine months of fiscal 2025. As of January 31, 2025, $145.4 million remained available from the amount authorized by the Board to repurchase the Company's common stock.

Fiscal 2025 Financial Outlook

For fiscal 2025 (which includes the now completed first nine months) the Company expects:

•Mid single-digit decline in net sales year-over-year
•Adjusted EBITDA in the range of $210 million to $215 million

“The Company has delivered resilient performance during this period of declining volumes and macroeconomic headwinds. Our team has laid a solid foundation in all our functions that will position the company for profitable growth once our volumes return,” stated Paul Joachimczyk, Senior Vice President and Chief Financial Officer. “We have been, and continue to remain, committed to our capital investment strategy for the company and will continue driving returns for our shareholders as shown by repurchasing 5.0% of our shares outstanding during the first nine months of fiscal 2025.”

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

About American Woodmark

American Woodmark celebrates the creativity in all of us. With over 8,600 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.



AMWD Announces Third Quarter Results
Page 3
February 27, 2025


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.


AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
Three Months EndedNine Months Ended
January 31,January 31,
2025202420252024
Net sales$397,580 $422,102 $1,309,190 $1,394,224 
Cost of sales & distribution337,816 341,162 1,070,849 1,100,516 
Gross profit59,764 80,940 238,341 293,708 
Sales & marketing expense19,537 21,945 65,612 68,990 
General & administrative expense18,632 31,116 60,371 101,746 
Restructuring charges, net520 — 1,653 (198)
Operating income21,075 27,879 110,705 123,170 
Interest expense, net2,816 1,932 7,554 6,322 
Other expense (income), net(1,457)(2,498)8,485 (523)
Income tax expense3,145 7,218 20,776 27,953 
Net income$16,571 $21,227 $73,890 $89,418 
Earnings Per Share:
Weighted average shares outstanding - diluted15,159,442 16,124,198 15,430,164 16,380,756 
Net income per diluted share$1.09 $1.32 $4.79 $5.46 


AMWD Announces Third Quarter Results
Page 4
February 27, 2025


Condensed Consolidated Balance Sheet
(Unaudited)
January 31,April 30,
20252024
Cash & cash equivalents$43,484 $87,398 
Customer receivables, net112,759 117,559 
Inventories179,138 159,101 
Income taxes receivable18,056 14,548 
Prepaid expenses and other26,283 24,104 
Total current assets379,720 402,710 
Property, plant and equipment, net249,660 272,461 
Operating lease right-of-use assets135,683 126,383 
Goodwill, net767,612 767,612 
Other long-term assets, net57,561 24,699 
Total assets$1,590,236 $1,593,865 
Current maturities of long-term debt$8,067 $2,722 
Short-term lease liability - operating33,802 27,409 
Accounts payable & accrued expenses147,452 165,595 
Total current liabilities189,321 195,726 
Long-term debt, less current maturities367,277 371,761 
Deferred income taxes— 5,002 
Long-term lease liability - operating109,552 106,573 
Other long-term liabilities4,522 4,427 
Total liabilities670,672 683,489 
Stockholders' equity919,564 910,376 
Total liabilities & stockholders' equity$1,590,236 $1,593,865 

Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
January 31,
20252024
Net cash provided by operating activities$63,687 $187,433 
Net cash used by investing activities(32,192)(55,713)
Net cash used by financing activities(75,409)(75,623)
Net (decrease) increase in cash and cash equivalents(43,914)56,097 
Cash and cash equivalents, beginning of period87,398 41,732 
Cash and cash equivalents, end of period$43,484 $97,829 





AMWD Announces Third Quarter Results
Page 5
February 27, 2025


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. Additionally, Adjusted EBITDA is a key measurement used in our Term Loans to determine interest rates and financial covenant compliance.

We define EBITDA as net income (loss) adjusted to exclude (1) income tax expense (benefit), (2) interest expense, net, (3) depreciation and amortization expense, and (4) amortization of customer relationship intangibles. We define Adjusted EBITDA as EBITDA adjusted to exclude (1) expenses related to the acquisition of RSI Home Products, Inc. ("RSI acquisition"), (2) restructuring charges, net, (3) net gain/loss on debt modification, (4) stock-based compensation expense, (5) gain/loss on asset disposals, and (6) change in fair value of foreign exchange forward contracts. 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, (2) restructuring charges, net, (3) the amortization of customer relationship intangibles, (4) net gain/loss on debt modification, (5) change in fair value of foreign exchange forward contracts, and (6) the tax benefit of RSI acquisition expenses, restructuring charges, the net gain/loss on debt modification, the amortization of customer relationship intangibles, and the change in fair value of foreign exchange forward contracts. The amortization of intangible assets is driven by the RSI acquisition. Management has determined that excluding amortization of intangible assets and change in fair value of foreign exchange forward contracts from our definition of Adjusted EPS per diluted share will better help it evaluate the performance of our business and profitability.

During the second quarter of fiscal 2025, the Company changed its definition of Adjusted EPS per diluted share to exclude the change in fair value of foreign exchange forward contracts to be consistent with its definition of Adjusted EBITDA.

Free cash flow

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



AMWD Announces Third Quarter Results
Page 6
February 27, 2025


Net leverage

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

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

A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following tables:
Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands)2025202420252024
Net income (GAAP)$16,571 $21,227 $73,890 $89,418 
Add back:
Income tax expense3,145 7,218 20,776 27,953 
Interest expense, net2,816 1,932 7,554 6,322 
Depreciation and amortization expense14,583 12,349 40,851 35,741 
Amortization of customer relationship intangibles— 7,610 — 30,444 
EBITDA (Non-GAAP)$37,115 $50,336 $143,071 $189,878 
Add back:
Acquisition related expenses (1)— 7 — 47 
Restructuring charges, net (2)520 — 1,653 (198)
Net loss on debt modification— — 364 — 
Change in fair value of foreign exchange forward contracts (3)(1,418)(2,342)8,266 (241)
Stock-based compensation expense2,141 2,784 7,946 7,186 
Loss on asset disposal87 (170)229 1,423 
Adjusted EBITDA (Non-GAAP)$38,445 $50,615 $161,529 $198,095 
Net Sales$397,580 $422,102 $1,309,190 $1,394,224 
Net income margin (GAAP)4.2 %5.0 %5.6 %6.4 %
Adjusted EBITDA margin (Non-GAAP)9.7 %12.0 %12.3 %14.2 %

(1) Acquisition related expenses are comprised of expenses related to the RSI acquisition.
(2) Restructuring charges, net are comprised of expenses incurred related to the nationwide reduction-in-force implemented in the third and fourth quarters of fiscal 2023, the reduction in force implemented in the second quarter of fiscal 2025, and the closure of the manufacturing facility located in Orange, Virginia, which was announced in January 2025.
(3) In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The changes in the fair value of the forward contracts are recorded in other (income) expense, net in the operating results.



AMWD Announces Third Quarter Results
Page 7
February 27, 2025


Reconciliation of Net Income to Adjusted Net Income
Three Months EndedNine Months Ended
January 31,January 31,
(in thousands, except share data)2025202420252024
Net income (GAAP)$16,571 $21,227 $73,890 $89,418 
Add back:
Acquisition and restructuring related expenses— 7 — 47 
Restructuring charges, net 520 — 1,653 (198)
Net loss on debt modification— — 364 — 
Change in fair value of foreign exchange forward contracts (1)(1,418)(2,342)8,266 (241)
Amortization of customer relationship intangibles— 7,610 — 30,444 
Tax benefit of add backs221 (1,402)(2,653)(7,844)
Adjusted net income (Non-GAAP)$15,894 $25,100 $81,520 $111,626 
Weighted average diluted shares (GAAP)15,159,442 16,124,198 15,430,164 16,380,756 
EPS per diluted share (GAAP)$1.09 $1.32 $4.79 $5.46 
Adjusted EPS per diluted share (Non-GAAP)$1.05 $1.56 $5.28 $6.81 

(1) Change in fair value of foreign exchange forward contracts was excluded from Adjusted EPS per diluted share beginning in the second quarter of fiscal 2025 to be consistent with the Company's definition of Adjusted EBITDA. Prior period amounts have been adjusted to conform to current period presentation.

Free Cash Flow
Nine Months Ended
January 31,
20252024
Net cash provided by operating activities$63,687 $187,433 
Less: Capital expenditures (1)32,197 55,736 
Free cash flow$31,490 $131,697 

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


AMWD Announces Third Quarter Results
Page 8
February 27, 2025


Net Leverage
Twelve Months Ended
January 31,
(in thousands)2025
Net income (GAAP)$100,689 
Add back:
Income tax expense28,575 
Interest expense, net9,440 
Depreciation and amortization expense53,448 
EBITDA (Non-GAAP)$192,152 
Add back:
Restructuring charges, net (1)1,653 
Net loss on debt modification364 
Change in fair value of foreign exchange forward contracts (2)10,050 
Stock-based compensation expense11,442 
Loss on asset disposal548 
Adjusted EBITDA (Non-GAAP)$216,209 
As of
January 31,
2025
Current maturities of long-term debt$8,067 
Long-term debt, less current maturities367,277 
Total debt375,344 
Less: cash and cash equivalents(43,484)
Net debt$331,860 
Net leverage (3)1.53 

(1) Restructuring charges, net are comprised of expenses incurred related to the nationwide reduction-in-force implemented in the third and fourth quarters of fiscal 2023, the reduction in force implemented in the second quarter of fiscal 2025, and the closure of the manufacturing facility located in Orange, Virginia, which was announced in January 2025.
(2) 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.
(3) Net debt divided by Adjusted EBITDA for the twelve months ended January 31, 2025.


- END -



v3.25.0.1
Cover Page
Feb. 27, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 27, 2025
Entity Registrant Name American Woodmark Corporation
Entity Incorporation, State or Country Code VA
Entity File Number 000-14798
Entity Tax Identification Number 54-1138147
Entity Address, Address Line One 561 Shady Elm Road,
Entity Address, City or Town Winchester,
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22602
City Area Code 540
Local Phone Number 665-9100
Written Communications false
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Pre-commencement Tender Offer false
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Entity Emerging Growth Company false
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Entity Central Index Key 0000794619
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