American Woodmark Corp. (AMWD) 2024年年度報告「NASDAQ」.pdf

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1、2024ANNUALREPORTAmerican Woodmark stands for more than making cabinets-we make brighter futures.Our CITE principles help create the culture that sets us apart.At American Woodmark,we do more than make cabinets.We champion your unique style.We inspire fresh designs andbold possibilities,and celebrate

2、 the perfect union of creativity,reliable function,and value.At our core is a shared goal-a commitment to help customers build beautiful,comfortable spaces that reflect their idea of home.With our portfolio of brands,we can meet your ambition and bring your vision to life.Our purpose may seem simple

3、,but the rewards it brings are immeasurable.Were over 8,600 strong,with a proud heritage,a thriving culture,and sustainable growth.Our employees are like family to us,and our products bring joy and peace of mind to homes across the country.Customer Satisfaction Provide the best quality,service,and v

4、alue to the greatest number of people by doing whatever is reasonable and sometimes unreasonable.Integrity Do what is right:act fairly and responsibly,care about the dignity of each person and be a good citizen in the community.Excellence Strive to perform every job or action in a superior way.Be in

5、novative,always helping others become the best they can be.Teamwork Understand that we must all work together in order to succeed.Realize that each person must contribute to the team to be a part of the team.Creating Value Through PeopleDear Fellow Shareholders,During fiscal 2024,our teams delivered

6、 net sales of$1,848 million and grew adjusted EBITDA to$253 million or 13.7%of net sales.The improvement in the companys performance compared to the prior fiscal year is due to favorable mix,improved efficiencies in the manufacturing plat-forms and focus throughout the organization to drive operatio

7、nal excellence.We accomplished this with safety as a top priority and delivered an OSHA recordable rate of 1.42 for the fiscal year which is well below the Bureau of Labor Statistics industry averages.Our teams accomplished a number of key initiatives in fiscal year 2024 in support of our strat-egy

8、that has three pillars Growth,Digital Transformation and Platform Design or“GDP”.Our teams are delivering on the strategy by leveraging American Woodmarks culture and connec-tion with our employees,customers,suppliers,and communities.With respect to Growth,we launched a low-SKU,high value offering i

9、n the home centers earli-er this calendar year targeting Pros and expanded that program nationally for our dealer and distribution network.We also launched a new brand to serve our distribution customers 1951 CabinetryTM.As part of our Digital Transformation journey,we launched our customer relation

10、ship manage-ment(“CRM”)sales solution in the fall and went live on our ERP cloud solution in our new Mon-terrey,Mexico facility.Planning is underway for the next phase of the ERP implementation in our made-to-stock west coast manufacturing facilities to be completed in fiscal 2025.Under Platform Des

11、ign,we opened a new facility in Monterrey,Mexico and expanded our Ham-let,North Carolina facility.This investment established a component operation in eastern Mexi-co and a stock kitchen and bath center of excellence footprint for the eastern US that will deliv-er additional capacity for our custome

12、rs.We continue to execute the mission of the Company to Create Value Through People.We ac-complish this through our CITE Principles which represent Customer Satisfaction,Integrity,Teamwork and Excellence.Over the past fiscal year our leadership team developed a training module on the principle of Ex

13、cellence that we are cascading within the organization that will help deliver on our operational excellence goals.Looking forward,we remain committed to executing our GDP strategy.Growth will continue to be realized via product and channel expansion as we continue to evolve our offerings to meet cus

14、tomer needs,while ensuring we maintain a relevant and lean product line.Our upcoming summer launch will help grow our core business,the new distribution brand,1951 CabinetryTM,will expand our presence in that channel,and we will grow our stock bath and kitchen business through share gains.Despite a

15、near-term slowdown in demand,we believe in the long term growth in net sales and we project that we will grow Adjusted EBITDA to over$350 million in fiscal 2028.Digital Transformation will bring our Company together and deliver efficiency gains across the enterprise.The expansion of our ERP cloud so

16、lution provider into our made-to-stock facilities on the west coast will occur during the fiscal year and scoping the next area of our CRM tool with the service module is underway.We will continue to invest in our online capabilities driving traf-fic and conversion through our remodel partners.Platf

17、orm Design across our overall manufacturing and distribution footprint is focused on oper-ational excellence and automation efforts with an emphasis to improve margins and positively impact our customers overall experience.Work will continue as we ramp our Monterrey,Mexico and Hamlet,North Carolina

18、facilities.Mill equipment continues to be installed at both sites and will continue to ramp up through the first half of the fiscal year.Automation efforts will contin-ue as we have targeted$75 million in spending over the next five years.Future projects will be focused on our mill,component,and ass

19、embly operations.Our commitment to ESG continues as we positively impact our employees,communities,and key stakeholders.Over the last fiscal year,we invested in solar technology at our Maryland plant and are now able to provide electricity to the grid,completed the retrofit of our facilities to LED

20、lighting and are conducting energy audits in high consumption locations.Reducing waste while recycling materials are key goals of our 2030 sustainability vision and we continue to identify outlets to recycle our waste streams.In addition,the American Woodmark Foundation made over 275 grants totaling

21、 over$650,000 in fiscal 2024 and continues to do make an impact in the communities where we live and work.In closing,I would like to thank each and every one of our teammates for their commitment and dedication to the success of our business.On behalf of our Chair,the Board of Directors,the leadersh

22、ip team,and the entire Company,we thank you for your continued supportM.Scott CulbrethPresident&Chief Executive OfficerUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year e

23、nded April 30,2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For 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 juris

24、diction 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(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of e

25、ach classTrading Symbol(s)Name of each exchange on which registeredCommon StockAMWDNASDAQSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark i

26、f the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No 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

27、 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 o

28、f 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

29、 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 filerAccelerated filer Non-accelerated filer Smaller reporting companyEmerging growth comp

30、anyIf 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 has

31、 filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are reg

32、istered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements tha

33、t required a recovery analysis of incentive based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The a

34、ggregate market value of the registrants Common Stock,no par value,held by non-affiliates of the registrant as of October 31,2023,the last business day of the Companys most recent second quarter was$1,067,379,515.As of June 17,2024,15,587,458 shares of the Registrants Common Stock were outstanding.D

35、OCUMENTS INCORPORATED BY REFERENCE Portions of the Registrants definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 22,2024(Proxy Statement)are incorporated by reference into Part III of this Form 10-K.American Woodmark Corporation2024 Annual Report on Form 10-KTABL

36、E OF CONTENTS PART I Item 1.Business .4Item 1A.Risk Factors .8Item 1B.Unresolved Staff Comments .15Item 1C.Cybersecurity .15Item 2.Properties .16Item 3.Legal Proceedings .16Item 4.Mine Safety Disclosures .17 Executive Officers of the Registrant .17PART II Item 5.Market for Registrants Common Equity,

37、Related Stockholder Matters and Issuer Purchases of Equity Securities .17Item 6.Selected Financial Data .19Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations 20Item 7A.Quantitative and Qualitative Disclosures About Market Risk .28Item 8.Financial Statements a

38、nd Supplementary Data .29Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .57Item 9A.Controls and Procedures .57Item 9B.Other Information .57Item 9C.Disclosure About Foreign Jurisdictions That Prevent Inspections .57PART III Item 10.Directors,Executive Offi

39、cers and Corporate Governance .57Item 11.Executive Compensation .58Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .58Item 13.Certain Relationships and Related Transactions,and Director Independence .59Item 14.Principal Accounting Fees and Servi

40、ces .59PART IV Item 15.Exhibits,Financial Statement Schedules .59Item 16.Form 10-K Summary .62SIGNATURES .633PART I Item 1.BUSINESS Our CompanyAmerican Woodmark Corporation(American Woodmark,the Company,we,our or us)was incorporated in 1980 by the four principal managers of the Boise Cascade Cabinet

41、 Division through a leveraged buyout of that division.We operated privately until 1986 when we became a public company through a registered public offering of common stock.From design to installation,we believe we offer a higher level of service than our competitors,serving both national and regiona

42、l markets with the most relevant options.This makes us the cabinetmaker of choice for many homeowners,builders,designers,dealers,distributors,and retailers across the country.Our customer base is expanding as we build our portfolio of brands and reach new markets beyond kitchen and bath.Aspirational

43、 yet grounded,weve embraced an ambitious,strategic vision that will advance us boldly into the future.Our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,proxy statements,and all amendments to those reports are available free of charge on our website,as soon as

44、 reasonably practicable after such material is electronically filed with,or furnished to,the Securities and Exchange Commission.The contents of our website are not,however,part of,or incorporated by reference into,this report.Our BusinessAmerican Woodmark celebrates the creativity in all of us.With

45、over 8,600 employees and more than a dozen brands,were one of the nations 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

46、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,youll always find the same commitment to customer satisfaction,integrity,teamwork,and excellence.We belie

47、ve the strength of our culture and connections will deliver profitability through Growth,Digital Transformation,and Platform Design(GDP).Our GDP strategy is the lens we use to view our long-term decision-making,enabling growth and profitability through the cycle.Growth will maximize our market oppor

48、tunity through key initiatives.Digital Transformation will strengthen our goal of becoming One American Woodmark.Lastly,Platform Design will leverage complexity reduction and operational excellence to drive margin improvement.Our Products We offer a wide variety of products that fall into product li

49、nes including kitchen cabinetry,bath cabinetry,office cabinetry,home organization and hardware.Our cabinetry products are available in a variety of designs,finishes and finish colors and door styles.Made-to-order products are typically constructed with higher grade materials and more options compare

50、d to our stock products;and are special ordered from all channels and shipped directly to the home from our factory.Stock products typically have limited SKUs and high volumes;and are primarily sold point-of-sale as“cash and carry products”through home centers.Our kitchen cabinetry and bath cabinetr

51、y products are offered across all product categories(made-to-order and stock)while our home organization products are exclusively stock products.Our Market Our products are sold on a national basis across the United States to the remodeling and new home construction markets.We service these markets

52、through three primary channels:home centers,builders,and independent dealers and distributors.We distribute our products to each market channel directly from our assembly plants and through a third party logistics network.Our Customers We serve three main categories of customers:home centers,builder

53、s,and independent dealers and distributors.4Home Centers Pro business customers,contractors,builders,remodelers,and do-it-yourself homeowners use our products primarily for repair and remodel(R&R)projects.Products for R&R projects are predominately purchased through home centers such as Home Depot a

54、nd Lowes.Due to the market presence,store network and customer reach of these large home centers,our strategy has been to develop long-term strategic relationships with both Home Depot and Lowes to distribute our products.During the fiscal year ended April 30,2024(fiscal 2024),Home Depot and Lowes c

55、ombined accounted for approximately 41.6%of net sales of the Company.The loss of either Home Depot or Lowes as a customer would have a material adverse effect on us.BuildersThe builder business represents a large portion of our overall revenue and has historically been a strategic component of our g

56、o-to-market strategy.We serve 19 of the top 20 U.S.builders with a high degree of geographic concentration around major metro areas where single family starts are most robust.We also serve multi-family builders,primarily in the Southwest region of the U.S.Our various service center locations are clo

57、se to these builders and enable us to deliver exceptional service to our builder partners.During fiscal 2024,builders accounted for approximately 42.4%of net sales of the Company.Independent Dealers&DistributorsIn 2010,we expanded our business into the independent dealers channel with the launch of

58、the Waypoint Living Spaces brand.Today,we sell this brand to over 1,500 regional and local dealers across the country.The independent dealer and distributor channel is the largest by volume,characterized by a high degree of entrepreneurship and one that rewards suppliers that deliver great service.O

59、ur ability to provide superior value delivered with exceptional service has helped drive our expansion into this channel which will continue to be a strong growth and market share opportunity for us.Within our distributor channel we also sell our newly launched 1951 CabinetryTM brand through a netwo

60、rk of regional distributors who are focused on selling a complete variety of building materials to small and midsized builders and contractors within their local markets.1951 Cabinetry will be sold directly to distributors with a wide range of product offerings.Their styles and finishes will blend b

61、oth timeless and on-trend designs that are curated to favor individual preferences for a traditional or contemporary feel.The brand maintains a commitment to longevity without compromising the excitement surrounding modern flair.Alongside the launch of 1951 Cabinetry comes 1951 Foundations and 1951

62、Progressions.1951 Foundations and 1951 Progressions utilize American Woodmarks Made-to-Stock options to address the market demand for high-quality craftsmanship at an affordable price point with their focused selections of the most popular styles and finishes.During fiscal 2024,independent dealers a

63、nd distributors accounted for approximately 16.0%of net sales of the Company.Manufacturing,Distribution and Service Our manufacturing facilities are strategically located to serve our customers,which enhances our ability to provide high quality,value priced products with low production costs.We manu

64、facture our products across 18 facilities located in Maryland,Indiana,West Virginia,Georgia,Arizona,Kentucky,Virginia,California,Texas,and North Carolina in the United States,and Tijuana and Monterrey,Mexico.We built a new manufacturing facility in Monterrey,Mexico,which began operations in the thir

65、d quarter of fiscal 2024,and expanded our Hamlet,North Carolina facility.This investment established a component operation in eastern Mexico,and a stock kitchen and bath center of excellence delivering additional capacity for our east coast markets.The geographic distribution of our facilities throu

66、ghout the United States,together with our third party logistics network for the American Woodmark business and beneficial freight arrangements with home centers,enable us to provide a short supply chain to our U.S.customers.The ordering patterns of Home Depot and Lowes,our two biggest customers,requ

67、ire suppliers to have sufficient manufacturing capacity to meet demand and to serve a large number(frequently hundreds to thousands)of stores.They impose strict logistics and performance criteria on us.The scale and strategic locations of our manufacturing facilities help us to meet these demands of

68、 the home center customers,as well as provide a logistics platform that we can leverage for builders and independent dealers and distributors.We distribute our products through one stand-alone distribution center,distribution centers located in some of our manufacturing facilities,and other third pa

69、rty locations to maximize efficiency.Our vertically-integrated production and assembly lines,standardized product construction,and investments in automation have allowed us to continuously improve productivity,and develop an expertise in wood processing,alternate materials,and yield-maximizing techn

70、ologies.We have standardized our raw material inputs and a number of our production processes,which reduces logistical requirements to manufacture and gives us increased economies of scale in sourcing these inputs.Certain of our inputs are also partially processed by our vendors,which reduces cost.I

71、n addition,our production of labor-intensive manufacturing and fabrication processes in our four Mexico facilities has enabled us to keep overall labor costs low while maintaining higher quality,greater speed-to-market and transportation cost advantage over Asian based manufacturers.5We also provide

72、 complete turnkey installation services to our direct builder customers via our network of eight primary service centers that are strategically located throughout the United States in Virginia,Texas,North Carolina,Georgia,Florida,Arizona and California.We regularly evaluate our organizational produc

73、tivity and supply chains and assess opportunities to reduce costs and enhance quality.Through operational excellence,we strive to improve quality,speed and flexibility to meet changing and uncertain market conditions,as well as manage cost inflation,including wages and employee medical costs.Raw Mat

74、erials and Suppliers The primary raw materials used in our products include various wood species,including hard maple,cherry,and beech,particle board,medium density fiberboard,high density fiberboard,and plywood.Additional raw materials include paint,manufactured components,and hardware.We purchase

75、these,and other raw materials,from more than one source and generally believe them to be readily available.We rely on outside suppliers for some of our key components and do not typically enter into long-term contracts with our suppliers or sourcing partners.We source a portion of our components fro

76、m third parties in Asia and Europe.The distances involved in these arrangements,together with the differences in business practices,shipping and delivery requirements,and laws and regulations add complexity to our supply chain logistics and increase the potential for interruptions in our production

77、scheduling.Competition We operate in a highly fragmented industry that is composed of several thousand local,regional,and national manufacturers.Most of our competitors compete on a local or regional basis,but others,like us,compete on a national basis as well.Our competitors include importers and l

78、arge consolidated operations as well as relatively small,local cabinet manufacturers.Moreover,companies in other building products industries may compete with us.Competitive factors within the industry include pricing,quality,product availability,service,delivery time,and relationships with customer

79、s.Our principal means for competition is our breadth and variety of product offerings,expanded service capabilities,geographic reach,competitive price points for our products,and affordable quality.We believe we are a top three manufacturer of kitchen,bath,and home organization products in the Unite

80、d States based on publicly available information.Environmental Matters and Regulatory Matters Our operations are subject to federal,state and local environmental laws and regulations relating to,among other things,the generation,storage,handling,emission,transportation,and discharge of regulated mat

81、erials into the environment.Permits are required for certain of our operations,and these permits are subject to revocation,modification,and renewal by issuing authorities.Governmental authorities have the power to enforce compliance with their regulations,and violations may result in the payment of

82、fines or the entry of injunctions,or both.We may also incur liabilities for investigation and clean-up of soil or groundwater contamination on or emanating from current or formerly owned and operated properties,or at offsite locations at which regulated materials are located where we are identified

83、as a responsible party.Discovery of currently unknown conditions could require responses that could result in significant costs.Intellectual Property We maintain trademarks,copyrights,and trade secrets.We sell many of our products under a number of registered and unregistered trademarks,which we bel

84、ieve are widely recognized in our industry.We rely on trade secrets and confidentiality agreements to develop and maintain our competitive position.Monitoring the unauthorized use of our intellectual property is difficult,and the steps we have taken may not prevent unauthorized use of our intellectu

85、al property.The disclosure or misappropriation of our intellectual property could harm our ability to protect our rights and our competitive position.If we must litigate to protect our rights,we may incur significant expenses and divert significant attention from our business operations.To date,we h

86、ave not relied on material patents in operating our business.Seasonality 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 rev

87、enue over the past few years and this trend is expected to continue.The costs of the Companys 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 sal

88、es price increases.6Human Capital ResourcesEmployees As of April 30,2024,we employed over 8,600 full-time employees,with approximately 228 unionized employees in Anaheim,California.We believe that our employee relations and relationship with the union representing the employees in Anaheim are good.C

89、ulture and Core ValuesAt American Woodmark,our mission to create value through people remains unchanged.The way we conduct our business and interact with our customers,vendors,and the communities in which we operate is driven by our core principles of Customer Satisfaction,Integrity,Teamwork,and Exc

90、ellence.These principles also guide our interactions with employees and serve as a basis for setting goals for and evaluating our employees.By living out these principles,we believe we will be best positioned to attract,develop,and promote a broad range of talent and to conduct our business in a res

91、ponsible,ethical,and professional manner.To that end,we have,among other things,established policies under which we strive to:Engage with our key stakeholders,including employees,to ensure their needs and concerns are heard and addressed,and if appropriate,incorporated into our strategy;Maintain a s

92、afe and enriching working environment where all employees are treated with respect and are able to achieve their full potential;Encourage employees to volunteer in our communities through internally or externally organized events;Fund the American Woodmark Foundation and the AWCares Fund,which serve

93、 as vehicles for our employees to serve the community and receive financial assistance for unforeseen personal disaster or tragedy;and Provide scholarship opportunities to family members for our employees.TrainingOur training is designed and developed at the corporate and local level in order to fur

94、ther our goals of enterprise alignment and local integration.We prefer a leader-led approach to training whenever possible to foster engagement,relationship building,connection,and shared learning experiences.Depending on the course,our training and development opportunities are offered through a va

95、riety of platforms and frequencies,such as on an on-demand,semi-annual,annual,or biannual basis.SafetyWe have established comprehensive safety programs throughout our operations to provide our employees with the tools they need to comply with the safety standards established under federal,state,and

96、local laws and regulations or independently by us.Our safety leadership teams monitor our safety programs and related benchmarking with the goal of improving safety across the Company.Our rate of incidents recordable under the standards of the Occupational Safety and Health Administration(“OSHA”)per

97、 one hundred employees per year,also known as the OSHA recordable rate,was 1.42 during fiscal 2024,which is 57%better than the industry average of 3.3 according to the U.S.Department of Labor.Diversity and InclusionAmerican Woodmark is an equal opportunity employer,and we strive to create an opportu

98、nity that is free from discrimination and harassment.That commitment extends to cultivating an inclusive environment where every individual is respected,valued,appreciated,and empowered to contribute their unique perspectives.We believe that embracing inclusion,not only results in increased diversit

99、y but also contributes to more robust solutions through learning and innovation.In recent years,we have made significant progress in promoting diversity and inclusion throughout our organization.We have implemented Right Environment Councils across all our locations,ensuring meaningful engagement wi

100、th employees at all levels and within the communities we serve.Moreover,we have placed a strong emphasis on educating our leaders and staff through comprehensive training on diversity and inclusion topics across our hourly and salaried employees,bolstering awareness and actionable insights through i

101、nitiatives like our employee engagement survey,which now includes categorized diversity and inclusion questions,developed a Women in Operations mentorship program,and launched a quarterly series podcast committed to discussing topics around inclusion to the organization.We have elevated our efforts

102、and continue pursuing strategic initiatives led by our Inclusion,Diversity,Equity,and Alignment(IDEA)team.Our enterprise-wide social strategic roadmap guides our ongoing endeavors,incorporating representation metrics into our organizational scorecards.Looking ahead,we are unwavering in our commitmen

103、t to deepen our culture of inclusion and leverage the voices and perspectives within our company.Our dedication to diversity and inclusion is not only rooted in our values but also vital to our organizations success.7Our Competitive StrengthsMarket Leader with North American Manufacturing and Distri

104、bution NetworkWe believe our company holds the number two or three market position in the United States cabinet market with an estimated 10%market share based on publicly available information.We are one of a select number of market participants with a national manufacturing and distribution footpri

105、nt,which includes 18 manufacturing facilities in the United States and Mexico,and eight primary service centers and one distribution center located throughout the United States.Our operating footprint provides us an ability to service our builder,independent dealers and distributors,and home centers

106、 customers nationwide,offering them a broad set of products across a variety of price points.Our facilities are strategically located in or near major metropolitan markets to facilitate efficient product distribution to our customers.We believe the scale and breadth of our operations differentiate u

107、s and result in a competitive advantage providing superior customer service,low-cost distribution,and on-time delivery.Comprehensive Product Offering with Diversified End-MarketsWe believe that the diversity of our product portfolio across categories,channels,and end-markets enables our financial pe

108、rformance,both in periods of growth and cyclicality.Our made-to-order offerings provide products for customers looking for a designer product,which can be used for both new home construction and remodeling applications.Our stock offering allows us to further serve our existing end-markets through th

109、e addition of a lower price point product that is well-suited for areas of growing demand such as new home construction targeting the first-time homebuyer.We also offer turnkey cabinet solutions for our builder customers which we believe is a unique aspect of our service platform.Our turnkey solutio

110、n provides in-house design and measurement as well as installation service.We believe the ability to leverage our labor and expertise is a value-added service to our builder customers which has helped strengthen our position in the new home construction market.Deep Relationships with Leading Retaile

111、rsWe have built strong and stable relationships with a base of long-standing customers across home centers,builders,and independent dealers and distributors.We have an average relationship length of 20 plus years with our top 10 customers,including long-standing relationships with Home Depot and Low

112、es.We believe our customers value our North American manufacturing and distribution footprint,which allows us to meet demanding logistics and performance criteria.We believe our focus on providing exceptional customer service and a quality product at a competitive price have enabled us to establish

113、ourselves as a vendor of choice.Best-in-Class Manufacturing CapabilitiesWe operate 18 manufacturing facilities across the United States and Mexico.Our vertically-integrated production and assembly lines,standardized product construction,and investments in automation,have allowed us to continuously i

114、mprove productivity and efficiency.We have standardized our raw material inputs and a number of our production processes,which reduces logistical requirements and provides increased economies of scale in sourcing these inputs.Our labor-intensive manufacturing and fabrication processes in Mexico offe

115、r a low cost alternative to Asian based manufacturers,while providing a quality product with lower transportation costs.Experienced Management TeamWe have assembled an executive team from leading organizations with a deep base of management experience within industrial manufacturing companies.Our Pr

116、esident and Chief Executive Officer,M.Scott Culbreth,joined our team in 2014 as the Chief Financial Officer and was named Chief Executive Officer in 2020.Mr.Culbreths career in the manufacturing industry has been highlighted with multiple leadership roles in finance.Our other senior executives all h

117、ave over twenty plus years of experience working for multi-national companies,with individual backgrounds in manufacturing,finance,sales and human resources.Item 1A.RISK FACTORS There are a number of risks and uncertainties that may affect the Companys business,results of operations,and financial co

118、ndition.These risks and uncertainties could cause future results to differ from past performance or expected results,including results described in statements elsewhere in this report that constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995.Additional ris

119、ks and uncertainties not presently known to the Company or currently believed to be immaterial also may adversely impact the Companys business.Should any risks or uncertainties develop into actual events,these developments could have material adverse effects on the Companys business,financial condit

120、ion,and results of 8operations.These risks and uncertainties,which the Company considers to be most relevant to specific business activities,include,but are not limited to,the following.Additional risks and uncertainties that may affect the Companys business,results of operations,and financial condi

121、tion are discussed elsewhere in this report,including in Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations under the headings Forward-Looking Statements,Seasonality,and Outlook for Fiscal 2025 and Item 7A.Quantitative and Qualitative Disclosures about Market

122、 Risk.Risks related to our business and industryBecause of the concentration of our sales to our two largest customers,the loss of either customer or a significant reduction in orders from either customer could adversely affect our financial results.Home Depot and Lowes collectively accounted for ap

123、proximately 41.6%of total net sales during the fiscal year 2024.We do not typically enter into long-term sales contracts with Home Depot or Lowes and our sales usually occur on a purchase order basis.Our customers can make significant changes in their purchase volumes and can seek to significantly a

124、ffect the prices we receive for our products and services and the other terms and conditions on which we do business.They have in the past discontinued,and may in the future choose to discontinue,purchasing some or all of our products with little or no notice.In the past,purchase volumes from our cu

125、stomers,including Home Depot and Lowes,have fluctuated substantially,and we expect such fluctuations to occur from time to time in the future.Any reduction in,or termination of,our sales to either Home Depot or Lowes could have a material adverse effect on our business,financial condition,or results

126、 of operations.In addition,the potential for orders from these large retail customers to increase significantly from time to time requires us to have sufficient manufacturing capacity.These large retailers also impose strict logistics and performance criteria and fines.Failure to comply with these o

127、bligations may result in these customers reducing or stopping their purchase of our products.We could also experience delays or defaults in payment from Home Depot or Lowes,which could adversely affect our business,financial condition or results of operations.The loss of a substantial portion of our

128、 order volumes or revenue from either Home Depot or Lowes for any reason would have a material adverse effect on our business,financial condition,or results of operations.Our business primarily relies on U.S.home improvement,repair and remodel and new home construction activity levels,all of which a

129、re impacted by risks associated with fluctuations in the housing market.Downward changes in the general economy,the housing market,or other business conditions could adversely affect our results of operations,cash flows,and financial condition.Our business primarily relies on home improvement,repair

130、 and remodel and new home construction activity levels in the United States.The housing market is sensitive to changes in economic conditions and other factors,such as the level of employment,access to labor,consumer confidence,consumer income,availability of financing and interest rate levels,and a

131、vailable inventory.Consistent with our fiscal 2024 net sales volume decrease,adverse changes in any of these conditions generally,or in any of the markets where we operate,could decrease demand and could adversely impact our businesses by:causing consumers to delay or decrease homeownership;making c

132、onsumers more price conscious resulting in a shift in demand to smaller,less expensive homes;making consumers more reluctant to make investments in their existing homes,including kitchen and bath repair and remodel projects;or making it more difficult to secure loans for major renovations.Fluctuatin

133、g raw material and energy costs could have a material adverse effect on our business and results of operations.We purchase various raw materials,including,among others,wood,wood-based,and resin products,which are subject to price fluctuations that could materially increase our manufacturing costs.Fu

134、rther,increases in energy costs increase our production costs and also the cost to transport our products,each of which could have a material adverse effect on our business and results of operations.In addition,some of our suppliers have consolidated and other suppliers may do so in the future.Combi

135、ned with increased demand,such consolidation could increase the price of our supplies and raw materials.We also may be unwilling or unable to pass on to customers commensurate cost increases.Competitive considerations and customer resistance to price increases may delay or make us unable to adjust s

136、elling prices.To the extent we are unable to either re-engineer or otherwise offset increased costs or are unwilling or unable to build price increases into our sales prices,our margins will be negatively affected.Even if we are able to increase our selling prices,sustained price increases for our p

137、roducts may lead to sales declines and loss of market share,particularly if our competitors do not increase their prices,and there is usually a six to nine month lag before we are able to see the results of our pricing actions.Conversely,when raw materials or energy prices decline,we may receive cus

138、tomer pressure to reduce our sales prices.9These prices are market-based and fluctuate based on factors beyond our control.We do not have long-term fixed supply agreements and do not hedge against price fluctuations.We,therefore,cannot predict our raw materials or energy costs for the coming year.Pr

139、olonged economic downturns may adversely impact our sales,earnings,and liquidity.Our industry historically has been cyclical in nature and has fluctuated with economic cycles.During economic downturns,our industry could experience longer periods of recession and greater declines than the general eco

140、nomy.We believe that our industry is significantly influenced by economic conditions generally and particularly by housing activity,consumer confidence,the level of personal discretionary spending,demographics,and credit availability.These factors may affect not only the ultimate consumer of our pro

141、ducts,but also may impact home centers,builders,and our other primary customers.As a result,a worsening of economic conditions could adversely affect our sales and earnings as well as our cash flow and liquidity.The U.S.cabinetry industry is highly competitive,and market share losses could occur.We

142、operate within a highly competitive U.S.cabinetry industry,which is characterized by competition from a number of other manufacturers.Competition is further intensified during economic downturns.We compete with numerous large national and regional home products companies for,among other things,custo

143、mers,orders from Home Depot and Lowes,raw materials,skilled management,and labor resources.Purchase volumes from our main home center customers have fluctuated substantially from time to time in the past,and we expect such fluctuations to occur from time to time in the future.Some of our competitors

144、 may have greater financial,marketing,and other resources than we do and,therefore,may be able to adapt to changes in customer preferences more quickly,devote more resources to the marketing and sale of their products,generate greater national brand recognition,or adopt more aggressive pricing polic

145、ies than we can.In addition,some of our competitors may resort to price competition to sustain or gain market share and manufacturing capacity utilization,and we may have to adjust the prices on some of our products to stay competitive,which could reduce our revenues.We also face competition with re

146、spect to some of our products from competitors in countries with lower regulatory,safety,environmental,and other costs,such as China,Vietnam,Thailand,and Malaysia.These competitors may also benefit from certain local government subsidies or other incentives that are not available to us.We may not ul

147、timately succeed in competing with other manufacturers and distributors in our market,which may have a material adverse effect on our business,financial condition,or results of operations.Our failure to develop new products or respond to changing consumer preferences and purchasing practices could h

148、ave a material adverse effect on our business,financial condition,or results of operations.The U.S.cabinetry industry is subject to changing consumer trends,demands,and preferences.The uncertainties associated with developing and introducing new products,such as gauging changing consumer preferences

149、 and successfully developing,manufacturing,marketing,and selling new products,could lead to,among other things,rejection of a new product line,reduced demand and price reductions for our products.If our products do not keep up with consumer trends,demands,and preference,we could lose market share,wh

150、ich could have a material adverse effect on our business,financial condition,or results of operations.Changes to consumer shopping habits and potential trends toward online purchases could also impact our ability to compete.Further,the volatile and challenging economic environment of recent years ha

151、s caused shifts in consumer trends,demands,preferences and purchasing practices,and changes in the business models and strategies of our customers.Shifts in consumer preferences,which may or may not be long-term,have altered the quantity,type,and prices of products demanded by the end-consumer and o

152、ur customers.If we do not timely and effectively identify and respond to these changing consumer preferences and purchasing practices,our relationships with our customers could be harmed,the demand for our products could be reduced,and our market share could be negatively affected.We may fail to ful

153、ly realize the anticipated benefits of our growth strategy within the home center,independent dealer and distributor and builder channels.Part of our growth strategy depends on expanding our business in the home center,independent dealer and distributor and builder channels.We may fail to compete su

154、ccessfully against other companies that are already established providers within the home center,independent dealer and distributor and builder channels.Demand for our products within the home center,builder,and independent dealer and distributor channels may not grow,or might even decline.In additi

155、on,we may not accurately gauge consumer preferences and successfully develop,manufacture,and market our products at a national level.Further,the implementation of our growth strategy may place additional demands on our administrative,operational,and financial resources and may divert managements att

156、ention away from our existing business and increase the demands on our financial systems and controls.If our management is unable to effectively manage growth,our business,financial condition,or results of operations could be adversely affected.If our growth strategy is not successful then our reven

157、ue and earnings may not grow as anticipated or may decline,we may not be profitable,or our reputation and brand 10may be damaged.In addition,we may change our financial strategy or other components of our overall business strategy if we believe our current strategy is not effective,if our business o

158、r markets change,or for other reasons,which may cause fluctuations in our financial results.Manufacturing expansion to add capacity,manufacturing realignments,and other cost savings programs could result in a decrease in our near-term earnings.We continually review our manufacturing operations.These

159、 reviews could result in the expansion of capacity,manufacturing realignments,and various cost savings programs.Effects of manufacturing expansion,realignments,or cost savings programs could result in a decrease in our short-term earnings until the additional capacity is in place,cost reductions are

160、 achieved,and/or production volumes stabilize,such as our expansion of stock kitchen and bath capacity in North Carolina and Mexico,which was completed during the fiscal year.Such manufacturing expansions,realignments,and programs involve substantial planning,often require capital investments,and ma

161、y result in charges for fixed asset impairments or obsolescence and substantial severance costs.We also cannot provide assurance that we will achieve all of the intended cost savings.Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and a

162、ssumptions.These estimates and assumptions are subject to significant economic,competitive,and other uncertainties,some of which are beyond our control.If these estimates and assumptions are incorrect,if we experience delays,or if other unforeseen events occur,our business,financial condition,and re

163、sults of operations could be materially and adversely affected.In addition,downturns in the economy could potentially have a larger impact on the Company as a result of any added capacity.We manufacture our products internationally and are exposed to risks associated with doing business globally.We

164、manufacture our products in the United States and Mexico and sell our products in the United States and Canada.Accordingly,we are subject to risks associated with potential disruption caused by changes in political,monetary,economic,and social environments,including civil and political unrest,terror

165、ism,possible expropriation,local labor conditions,changes in laws,regulations,and policies of foreign governments and trade disputes with the United States(including tariffs),and compliance with U.S.laws affecting activities of U.S.companies abroad,including tax laws,economic sanctions,and enforceme

166、nt of contract and intellectual property rights.We are also subject to the Foreign Corrupt Practices Act and other anti-bribery laws.While we have implemented safeguards and policies to discourage these practices by our employees and agents,our existing safeguards and policies to assure compliance a

167、nd any future improvements may prove to be less than effective and our employees or agents may engage in conduct for which we might be held responsible.If employees violate our policies,we may be subject to regulatory sanctions.Violations of these laws or regulations could result in sanctions includ

168、ing fines,debarment from export privileges,and penalties and could have a material adverse effect on our business,financial condition,or results of operations.We may continue to hedge certain foreign currency transactions in the future;however,a change in the value of the currencies may impact our f

169、inancial statements when translated into U.S.dollars.In addition,fluctuations in currency can adversely impact the cost position in local currency of our products,making it more difficult for us to compete.Our success will depend,in part,on our ability to effectively manage our business through the

170、impact of these potential changes.In addition,we source raw materials and components from Asia where we have recently experienced higher manufacturing costs and longer lead times due to currency fluctuations,higher wage rates,labor shortages,and higher raw material costs,and we have also experienced

171、 higher shipping costs and shipping delays.Our international operations and sourcing of materials(including from Asia and Mexico)could be harmed by a variety of factors including,but not limited to:increases in transportation costs or transportation delays;work stoppages and labor strikes;introducti

172、on of non-native invasive organisms into new environments;recessionary trends in international markets;legal and regulatory changes and the burdens and costs of our compliance with a variety of laws,including export controls,import and customs trade restrictions,tariffs and other regulations;fluctua

173、tions in exchange rates,particularly the value of the U.S.dollar relative to other currencies;andpolitical unrest,terrorism,and economic instability.If any of these or other factors were to render the conduct of our business in a particular country undesirable or impractical,our business,financial c

174、ondition,or results of operations could be materially adversely affected.The inability to obtain raw materials from suppliers in a timely manner would adversely affect our ability to manufacture and market our products.Our ability to offer a wide variety of products depends on our ability to obtain

175、an adequate supply of components from manufacturers and other suppliers,particularly wood-based and resin products.Transportation and container delays may adversely impact our supply chain.Additionally,failure by our suppliers to provide us with quality products on 11commercially reasonable terms,an

176、d to comply with legal requirements for business practices,could have a material adverse effect on our business,financial condition,or results of operations.Furthermore,we rely heavily or,in certain cases,exclusively,on outside suppliers for some of our key components.While we do not rely exclusivel

177、y on any one supplier for any particular raw materials,the loss of a major supplier could increase our costs to obtain raw materials until we obtain an adequate alternative source.We typically do not enter into long-term contracts with our suppliers or sourcing partners.Instead,most raw materials an

178、d sourced goods are obtained on a purchase order basis.Although these components are generally obtainable in sufficient quantities from other sources,resourcing them from another supplier could take time.Financial,operating,or other difficulties encountered by our suppliers or sourcing partners,or c

179、hanges in our relationships with them could result in manufacturing or sourcing interruptions,delays,and inefficiencies,and prevent us from manufacturing enough products to meet customer demands.Certain of our customers have been expanding and may continue to expand through consolidation and interna

180、l growth,which may increase their buying power,which could materially and adversely affect our sales,results of operations,and financial position.Certain of our customers are large companies with significant buying power.In addition,potential further consolidation in the distribution channels could

181、enhance the ability of certain of our customers to seek more favorable terms,including pricing,for the products that they purchase from us.Accordingly,our ability to maintain or raise prices in the future may be limited,including during periods of raw material and other cost increases.If we are forc

182、ed to reduce prices or to maintain prices during periods of increased costs,or if we lose customers because of pricing or other methods of competition,our sales,operating results,and financial position may be materially and adversely affected.Risks related to indebtednessOur level and terms of indeb

183、tedness could adversely affect our business and liquidity position.Our consolidated indebtedness level could have important consequences to us,including,among other things,increasing our vulnerability to general economic and industry conditions;requiring a portion of our cash flow used in operations

184、 to be dedicated to the payment of principal and interest on our indebtedness,therefore reducing our liquidity and our ability to use our cash flow to fund our operations,capital expenditures and future business opportunities;exposing us to the risk of increased interest rates,and corresponding incr

185、eased interest expense,because borrowings under our credit facilities are at variable rates of interest;reducing funds available for working capital,capital expenditures,acquisitions,and other general corporate purposes,due to the costs,and expenses associated with such debt;limiting our ability to

186、obtain additional financing for working capital,capital expenditures,debt service requirements,acquisitions,and general corporate,or other purposes;and limiting our ability to adjust to changing marketplace conditions and placing us at a competitive disadvantage compared to our competitors who may h

187、ave less debt.If our cash flows and capital resources are insufficient to fund our debt service obligations,we may be forced to reduce or delay capital expenditures,sell assets,seek additional capital,or restructure or refinance our indebtedness.These alternative measures may not be successful and m

188、ay not permit us to meet our scheduled debt service obligations,which could cause us to default on our debt obligations and impair our liquidity.In the event of a default under any of our indebtedness,the holders of the defaulted debt could elect to declare all the funds borrowed to be due and payab

189、le,together with accrued and unpaid interest.The lenders under our credit facilities could also elect to terminate their commitments thereunder and cease making further loans,and such lenders could institute foreclosure proceedings against their collateral,all of which could adversely affect our fin

190、ancial condition in a material way.The credit agreement that governs our credit facility imposes operating and financial restrictions on us and our subsidiaries,which may prevent us from capitalizing on business opportunities or otherwise negatively impact our business.The credit agreement that gove

191、rns our credit facility imposes operating and financial restrictions on us.These restrictions limit our ability and the ability of our subsidiaries to,among other things,to incur additional indebtedness,create additional liens on its assets,make certain investments,dispose of assets,or engage in a m

192、erger or other similar transaction or engage in transactions with affiliates,subject,in each case,to the various exceptions and conditions described in the credit agreement.The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted p

193、ayments,including,in the case of the Company,the payment of dividends,and the repurchase of common stock,in certain limited circumstances.As a result of these restrictions,each of which is subject to certain exceptions and qualifications,we may be limited as to how we conduct our business and we may

194、 be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities.The terms of any future indebtedness we may incur could include more restrictive covenants.We cannot assure you that we will be able to maintain compliance with these exi

195、sting covenants in the future and,if we fail to do so,that we will be able to obtain waivers from the lenders and/or amend the covenants.12Our failure to comply with the restrictive covenants described above as well as other terms of our indebtedness and/or the terms of any future indebtedness from

196、time to time could result in an event of default,which,if not cured or waived,could result in us being required to repay these borrowings before their due date.If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings,our results of operations and fi

197、nancial condition could be adversely affected.Other general risks applicable to us and our businessWe may incur future goodwill impairment charges or other asset impairment charges which could negatively impact our future results of operations and financial condition.We recorded significant goodwill

198、 as a result of the acquisition of RSI Home Products,Inc.(the RSI Acquisition or RSI)in fiscal 2018.Goodwill represents a substantial portion of our assets.We also have long-lived assets consisting of property and equipment and other identifiable intangible assets which we review both on an annual b

199、asis as well as when events or circumstances indicate that the carrying amount of an asset may not be recoverable.If a determination is made that a significant impairment in value of goodwill or long-lived assets has occurred,such determination could require us to impair a substantial portion of our

200、 assets.Asset impairments could have a material adverse effect on our financial condition and results of operations.The implementation of our Enterprise Resource Planning system could disrupt our business.We are in the process of implementing a common Enterprise Resource Planning(ERP)platform over s

201、everal fiscal years.The first wave(including the procurement,general ledger,accounts payable,projects,and fixed asset modules)went live in the second half of fiscal 2022.During fiscal 2024,our new Monterrey,Mexico facility went live.We have begun planning for the next implementation in our Anaheim a

202、nd Riverside,California facilities in fiscal 2025.Although we currently expect the ERP implementation to increase efficiencies by leveraging a common,cloud-based system throughout the Company and standardizing processes and reporting,our ERP system implementation may not result in improvements that

203、outweigh its costs and may disrupt our operations.Our inability to mitigate existing and future disruptions could adversely affect our sales,earnings,financial condition and liquidity.The ERP system implementation subjects us to substantial costs and inherent risks associated with migrating from our

204、 legacy systems.These costs and risks could include,but are not limited to:significant capital and operating expenditures;disruptions to our domestic and international supply chains;inability to fill customer orders accurately and on a timely basis,or at all;inability to process payments to supplier

205、s,vendors and associates accurately and in a timely manner;disruption to our system of internal controls;inability to fulfill our SEC or other governmental reporting requirements in a timely or accurate manner;inability to fulfill federal,state,or local tax filing requirements in a timely or accurat

206、e manner;andincreased demands on management and staff time to the detriment of other corporate initiatives.Our operations may be adversely affected by information systems interruptions or intrusions.We rely on a number of information technology systems to process,transmit,store,and manage informatio

207、n to support our business activities.Increased global cybersecurity vulnerabilities,threats,and more sophisticated and targeted attacks pose a risk to our information technology systems.We have established security policies,processes,and layers of defense designed to help identify and protect agains

208、t intentional and unintentional misappropriation or corruption of our systems and information and disruption of our operations.Despite these efforts,systems may be damaged,disrupted,or shut down due to attacks by unauthorized access,malicious software,undetected intrusion,hardware failures,or other

209、events,and in these circumstances our disaster recovery planning may be ineffective or inadequate.These breaches or intrusions could lead to business interruption,exposure of proprietary or confidential information,data corruption,damage to our reputation,exposure to litigation,and increased operati

210、onal costs.Such events could have a material adverse impact on our business,financial condition and results of operation.In addition,we could be adversely affected if any of our significant customers or suppliers experience any similar events that disrupt their business operations or damage their re

211、putation.Increased compliance costs or liabilities associated with environmental regulations could have a material adverse effect on our business,financial condition,or results of operations.Our facilities are subject to numerous environmental laws,regulations and permits,including those governing e

212、missions to air,discharges to water,storage,treatment and disposal of waste,remediation of contaminated sites,and protection of worker health and safety.We may not be in complete compliance with these laws,regulations,or permits at all times.Our efforts to comply with environmental requirements do n

213、ot remove the risk that we may incur material liabilities,fines or penalties for,among other things,releases of regulated materials occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location,or for contamination discovered at any of ou

214、r properties from activities conducted by previous occupants.Liability for environmental 13contamination or a release of hazardous materials may be joint and several,so that we may be held responsible for more than our share of the contamination or other damages,or even for the entire share.Changes

215、in environmental laws and regulations or the discovery of previously unknown contamination or other liabilities relating to our properties and operations could result in significant environmental liabilities that could impact our business,financial condition,or results of operation.In addition,we ma

216、y incur capital and other costs to comply with increasingly stringent environmental laws and enforcement policies.These laws,including,for example,the regulations relating to formaldehyde emissions promulgated by the California Air Resources Board,require us to rely on compliance by our suppliers of

217、 raw materials.Should a supplier fail to comply with such regulations,notify us of non-compliance,or provide us with a product that does not comply,we could be subject to disruption in our business and incur substantial liabilities.Unauthorized disclosure of confidential information provided to us b

218、y customers,employees or third parties could harm our business.We rely on the internet and other electronic methods to transmit confidential information and store confidential information on our networks.If there were a disclosure of confidential information provided by,or concerning,our employees,c

219、ustomers or other third parties,including through inadvertent disclosure,unapproved dissemination,or unauthorized access,our reputation could be harmed and we could be subject to civil or criminal liability and regulatory actions.Changes in government and industry regulatory standards could have a m

220、aterial adverse effect on our business,financial condition,or results of operations.Government regulations pertaining to health and safety and environmental concerns continue to emerge,domestically as well as internationally.These regulations include the Occupational Safety and Health Administration

221、 and other worker safety regulations for the protection of employees,as well as regulations for the protection of consumers.It is necessary for us to comply with current requirements(including requirements that do not become effective until a future date),and even more stringent requirements could b

222、e imposed on our products or processes.Compliance with these regulations may require us to alter our manufacturing and installation processes and our sourcing.Such actions could increase our capital expenditures and adversely impact our business,financial condition or results of operations,and our i

223、nability to effectively and timely meet such regulations could adversely impact our competitive position.We could pursue growth opportunities through either acquisitions,mergers or internally developed projects,which may be unsuccessful or may adversely affect our future financial condition and oper

224、ating results.We could pursue opportunities for growth through either acquisitions,mergers,or internally developed projects as part of our growth strategy.We cannot provide assurance that we will be successful in integrating an acquired business or that an internally developed project will perform a

225、t the levels we anticipate.We may pay for future acquisitions using cash,stock,the assumption of debt,or a combination of these.Future acquisitions could result in dilution to existing shareholders and to earnings per share.In addition,we may fail to identify significant liabilities or risks associa

226、ted with a given acquisition that could adversely affect our future financial condition,and operating results or result in us paying more for the acquired business or assets than they are worth.Our ability to operate and our growth potential could be materially and adversely affected if we cannot em

227、ploy,train,and retain qualified personnel at a competitive cost.Many of the products that we manufacture and assemble require manual processes in plant environments.We believe that our success depends upon our ability to attract,employ,train,and retain qualified personnel with the ability to design,

228、manufacture,and assemble these products.In addition,our ability to expand our operations depends in part on our ability to increase our skilled labor force as the housing market continues to recover in the United States.In addition,we believe that our success depends in part on our ability to quickl

229、y and effectively train additional workforce to handle the increased volume and production while minimizing labor inefficiencies and maintaining product quality in a housing market recovery.If either of these events were to occur,our cost structure could increase,our margins could decrease,and any g

230、rowth potential could be impaired.Our failure to maintain acceptable quality standards could result in significant unexpected costs.Any failure to maintain acceptable quality standards could require us to recall or redesign such products,or pay substantial damages,any of which would result in signif

231、icant unexpected costs.We may also have difficulty controlling the quality of products or components sourced from other manufacturers,so we are exposed to risks relating to the quality of such products and to limitations on our recourse against such suppliers.Further,any claim or product recall coul

232、d result in adverse publicity against us,which could decrease our credibility,harm our reputation,adversely affect our sales,or increase our costs.Defects in our products could also result in decreased orders or sales to our customers,which could have a material adverse effect on our business,financ

233、ial condition or results of operations.Natural disasters,terrorist acts or other catastrophic events could have a material adverse effect on our business,financial condition,or results of operations.Many of our facilities are located in regions that are vulnerable to natural disasters and other risk

234、s,such as earthquakes,fires,floods,tropical storms,hurricanes,and snow and ice,which at times have disrupted the local economy and posed physical risks to our property.In addition,the continued threat of terrorism and heightened security 14and military action in response to this threat,or any future

235、 acts of terrorism,may cause further disruptions to the economies of the United States and other countries.Our redundant,multiple site capacity may not be sufficient in the event of a natural disaster,terrorist act or other catastrophic event.Such disruptions could,among other things,disrupt our man

236、ufacturing or distribution facilities and result in delays or cancellations of customer orders for our products,which in turn could have a material adverse effect on our business,financial condition and results of operations.Further,if a natural disaster occurs in a region from which we derive a sig

237、nificant portion of our revenue,end-user customers in that region may delay or forego purchases of our products,which may materially and adversely impact our operating results for a particular period.Item 1B.UNRESOLVED STAFF COMMENTS None.Item 1C.CybersecurityRisk Management and StrategyOur operatio

238、ns rely on both on-premises and cloud-hosted IT solutions for critical business processes such as compliance,reporting,marketing,e-commerce,operations,product development,manufacturing,distribution,data management,and stakeholder communication.Recognizing the paramount importance of cybersecurity in

239、 todays digital landscape,we are committed to safeguarding our information assets,protecting consumer data,and maintaining the integrity and availability of our systems.To this end,we have implemented a comprehensive cybersecurity risk management framework designed to identify,assess,mitigate,and pr

240、event potential cybersecurity risks,aligning with industry best practices and all applicable regulatory requirements.We evaluate our cybersecurity risk management framework against the National Institute of Standards and Technologys Cybersecurity Framework(NIST-CSF),which outlines the core component

241、s and responsibilities necessary to sustain a robust and well-balanced cybersecurity program.The foundation of our framework rests on these key principles:(i)risk assessment and threat intelligence gathering;(ii)implementing robust security controls;(iii)maintaining effective incident response capab

242、ilities;(iv)promoting employee awareness and providing cybersecurity training;and(v)managing third-party risks.We continue to integrate our cybersecurity framework into our overarching enterprise risk management processes,enabling us to capitalize on our extensive enterprise-wide experience in risk

243、management and swiftly adapt to the ever-evolving cybersecurity threat landscape.Risk Assessment and Threat Intelligence:Under the oversight of the Chief Information Officer(CIO),we conduct periodic risk assessments to pinpoint potential cybersecurity vulnerabilities and threats.These assessments en

244、tail evaluating the security posture of critical systems,networks,and applications,as well as analyzing the potential impact of cybersecurity threats on our business operations,financial condition,and reputation.Additionally,we perform continuous threat monitoring and deployed monitoring systems,enc

245、ompassing technologies such as intrusion detection systems,security information and event management tools,and threat intelligence programs.To ensure the effectiveness of our existing cybersecurity controls and processes,and identify areas for improvement based on the latest industry best practices,

246、we regularly engage third-party consulting services to conduct independent audits and assessments.Additionally,we leverage external expertise to evaluate our cybersecurity and risk management strategy,review policies and procedures to address emerging risks,and maintain ongoing compliance with evolv

247、ing legal and regulatory requirements.Security Controls:Our approach to cybersecurity employs a multi-layered strategy,implementing a range of technical administrative and physical controls to safeguard critical systems and data.These controls encompass(i)firewalls,intrusion detection,and prevention

248、 systems to monitor and block unauthorized access attempts,detect and prevent malicious activities,and protect network infrastructure;(ii)encryption,including secure protocols and multi-factor authentication,to secure information in transit and at rest;and(iii)a secure network architecture that segr

249、egates critical systems from the public internet,limiting exposure to potential threats.We also conduct regular security patching to mitigate emerging cyber threats proactively.Incident Response:We have implemented an incident response plan and playbook,encompassing procedures designed to respond to

250、 and recover from cybersecurity incidents.In collaboration with third-party security consultants,we conduct ongoing reviews and tabletop exercises of these procedures,which provide detailed descriptions of the roles and responsibilities of key stakeholders,as well as the protocols for communication

251、and coordination during an incident.The procedures also outline guidelines for escalating incident information to our Cybersecurity Steering Committee,senior management,our Audit Committee(which,as discussed below,has been delegated the responsibility for our Board of Directors(the Board)cybersecuri

252、ty risk oversight function),our full Board,and for providing timely public disclosure when necessary.15Employee Awareness and Training:Our employees play a pivotal role in maintaining a strong cybersecurity posture.Our Information Security Policy Framework outlines the requirements for employee cond

253、uct concerning company information and company-managed devices,encompassing relevant privacy,data security,and data retention policies.We believe our Information Security Policy Framework aligns with industry best practices and applicable legal and regulatory requirements.Complementing our Informati

254、on Security Policy Framework,we conduct regular cybersecurity training campaigns that emphasize the importance of cybersecurity awareness.These campaigns address relevant cybersecurity topics,such as common cybersecurity threats,phishing awareness,and best practices for safeguarding sensitive inform

255、ation.Employees are held accountable for completing all assigned cybersecurity programs and meeting certain performance thresholds in phishing awareness and testing exercises.Third-Party Risk Management:We recognize the potential cybersecurity risks inherent in our relationships with third parties.T

256、o address this,we have implemented a comprehensive third-party risk management program designed to identify and oversee such risks.This program relies on key elements,including risk assessment,due diligence,contractual provisions,and ongoing monitoring,to identify and mitigate impacts from high-risk

257、 third parties and specific risks.We utilize security risk assessment questionnaire tools to identify high-risk third parties,enabling us to proactively and effectively assess and mitigate potential security vulnerabilities.GovernanceOur Board dedicates time and attention to our cybersecurity and in

258、formation technology risks.The Board executes its cybersecurity risk oversight function collectively and by delegating responsibility to our Audit Committee.Our CIO presents to the Board at least annually and to our Audit Committee at least quarterly,covering a broad range of topics,such as recent a

259、nd potential cybersecurity threats and incidents across our industry,best practices and policies,emerging trends,vulnerability assessments,and managements ongoing efforts to prevent,detect,and address internal and external cybersecurity threats specific to our organization.These briefings also inclu

260、de periodic third-party cybersecurity program assessments,benchmarks,and updates from our cybersecurity incident management exercises.Cybersecurity risks are documented and shared with our Audit Committee and the Board quarterly.While our Board and Audit Committee oversees cybersecurity risk,senior

261、management is responsible for actively managing cybersecurity risk,including overseeing and executing the risk management strategies discussed above.Senior management reports to the Board semi-annually on our enterprise risk management processes,ensuring transparency and accountability.Additionally,

262、our Cybersecurity Steering Committee is co-chaired by our CIO and Cybersecurity,Governance Risk and Compliance manager along with other key leaders,including the Chief Human Resources Officer,Vice President of Finance,Corporate Controller,Senior Corporate Risk Manager,Director of Enterprise Infrastr

263、ucture and Senior Director of Internal Audit,all overseeing the management of key cybersecurity risks and strategy for the organization.The Cybersecurity Steering Committee meets and receives bi-monthly updates,which provide ongoing visibility into cybersecurity risks and mitigation efforts.Through

264、this robust governance structure,involving Board oversight,senior management leadership,and a cross-functional committee,we maintain a proactive and comprehensive approach to managing cybersecurity risks across the organization.As of the date of this filing,we are not aware of any current cybersecur

265、ity threats or cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business,results of operations or financial condition.For further discussion of the risks related to cybersecurity,see Item 1A.Risk Factors.Item 2.PROPERTIES We own our corporate of

266、fice located in Winchester,Virginia.In addition,we lease five manufacturing facilities,one manufacturing facility/service center,and one distribution center in the United States and we lease four manufacturing facilities in Mexico.We own eight manufacturing facilities located primarily in the easter

267、n and southern United States.We also lease seven primary service centers,ten satellite service centers,and four additional offices located throughout the United States that support the sale and distribution of products to each market channel.We consider our properties suitable for our business and a

268、dequate for our needs and believe that,if necessary,we could find additional and/or replacement facilities to lease without suffering a material adverse effect on our business.Item 3.LEGAL PROCEEDINGS The Company is involved in suits and claims in the normal course of business,including,without limi

269、tation,product liability and general liability claims and claims pending before the Equal Employment Opportunity Commission.On at least a quarterly basis,the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss.16As required by ASC Topi

270、c 450,Contingencies(ASC 450),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.The Company accounts for these loss

271、contingencies in accordance with ASC 450.Where losses are deemed to be probable and estimable,accruals are made.Where losses are deemed to be reasonably possible,a range of loss estimate is determined and considered for disclosure.In determining these loss range estimates,the Company considers known

272、 values of similar claims and consults with independent counsel.The Company believes that the aggregate range of estimated loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of April 30,2024,with

273、the exception of the Antidumping and Countervailing Duties Investigation discussed in Note L Commitments and Contingencies in the Notes to the Consolidated Financial Statements herein.Item 4.MINE SAFETY DISCLOSURES None.EXECUTIVE OFFICERS OF THE REGISTRANT Executive officers of the Company are elect

274、ed by the Board of Directors and generally hold office until the next annual election of officers.There are no family relationships between any executive officer and any other officer or director of the Company or any arrangement or understanding between any executive officer and any other person pu

275、rsuant to which such officer was elected.The executive officers of the Company are as follows:M.Scott Culbreth53Company President and Chief Executive Officer from July 2020 to present;Company Senior Vice President and Chief Financial Officer from February 2014 to July 2020.Paul Joachimczyk52Company

276、Senior Vice President and Chief Financial Officer from August 2022 to present;Company Vice President and Chief Financial Officer from July 2020 to August 2022;Vice President,Financial Planning and Analysis,from February 2019 to July 2020.Robert J.Adams,Jr.58Company Senior Vice President,Manufacturin

277、g and Technical Operations from August 2015 to present;Company Vice President of Value Stream Operations from September 2012 to August 2015;Company Vice President of Manufacturing and Engineering from April 2012 to September 2012.Dwayne L.Medlin56Company Senior Vice President,Remodel Sales from Augu

278、st 2023 to present;Company Vice President,Remodel Sales from May 2021 to August 2023;Company Vice President Home Center Sales from June 2018 to May 2021.Kimberly G.Coldiron45Company Senior Vice President,Chief Human Resources Officer from August 2023 to present;Company Vice President,Chief Human Res

279、ources Officer from February 2021 to August 2023;Executive Vice President,Chief Human Resources Officer at OmniMax,International from 2019 to February 2021.NameAgePosition(s)Held During Past Five Years and at the CompanyPART II Item 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS

280、AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information American Woodmark Corporation common stock is listed on The NASDAQ Global Select Market under the AMWD symbol.As of June 17,2024 there were approximately 27,500 total shareholders of the Companys common stock,including 6,300 shareholders o

281、f record and 21,100 beneficial owners whose shares are held in street name by securities broker-dealers or other nominees.The Companys shareholders also include approximately 70%of the Companys employees who are eligible to participate in the American Woodmark Corporation Retirement Savings Plan.The

282、 Company does not currently pay cash dividends and has no current intention to do so in the near future.The determination as to the payment of future dividends will be made by the Board of Directors(the Board)from time to time and will depend on the Companys then current financial 17condition,capita

283、l requirements,and results of operations,as well as any other factors then deemed relevant by the Board,and will be subject to applicable restrictions in the credit agreement governing the Companys credit facilityPurchase of Equity Securities by the IssuerThe following table details share repurchase

284、s by the Company during the fourth quarter of fiscal 2024:Share RepurchasesTotal Number of Shares PurchasedAverage Price PaidTotal Number of Shares Purchased as Part of Publicly AnnouncedApproximate Dollar Value of Shares That May Yet Be Purchased Under the Programs(000)(1)Per SharePrograms(1)Februa

285、ry 1-29,2024 77,542$92.59 77,542$98,206 March 1-31,2024 N/A$April 1-30,2024 93,029$94.64 93,029$89,476 Quarter ended April 30,2024 170,571$93.74 170,571$89,476(1)Under a stock repurchase authorization approved by its Board on November 29,2023,the Company was authorized to purchase up to$125 million

286、of the Companys common shares.Management funded these share repurchases using available cash and cash generated from operations.Repurchased shares became authorized but unissued common shares.At April 30,2024,$89.5 million of funds remained from the amounts authorized by the Board to repurchase the

287、Companys common shares.The Company purchased a total of 170,571 common shares,for an aggregate purchase price of$15.9 million,during the fourth quarter of fiscal 2024 under the authorization pursuant to a repurchase plan intended to comply with the requirements of Rule 10b5-1 and Rule 10b-18 under t

288、he Securities Exchange Act of 1934,as amended.18Stock Performance Graph The performance graph shown below compares the percentage change in the cumulative total shareholder return on our common stock against the cumulative total return of the Russell 2000 Index and Standard&Poors Household Durables

289、Index for the period from May 1,2019 through April 30,2024.The graph assumes an initial investment of$100 and the reinvestment of dividends.The graph is based on historical data and is not intended to be a forecast or indication of future performance of American Woodmark common stock.Years ended Apr

290、il 30,DollarsPerformance Graph(Total Return)American Woodmark CorporationRussell 2000 IndexS&P Household Durables Index201920202021202220232024255075100125150175200225250201920202021202220232024American Woodmark Corporation$100.00$57.17$110.60$52.10$56.18$102.39Russell 2000 Index$100.00$83.61$146.25

291、$121.57$117.14$132.75S&P Household Durables Index$100.00$93.86$184.57$140.73$173.24$230.33The graph and related information above are not deemed to be filed with the Securities and Exchange(SEC)for purposes of Section 18 of the Securities Exchange Act of 1934,as amended,or incorporated by reference

292、into any future filing made by us with the SEC,except to the extent that we specifically incorporate it by reference into any such filing.Item 6.Reserved.19Item 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table sets forth

293、 certain income and expense items as a percentage of net sales:PERCENTAGE OF NET SALES FISCAL YEARS ENDED APRIL 30,202420232022Net sales 100.0%100.0%100.0%Cost of sales and distribution 79.6 82.7 87.8 Gross profit 20.4 17.3 12.2 Selling and marketing expenses 5.0 4.6 5.0 General and administrative e

294、xpenses 6.7 6.1 5.3 Restructuring charges,net 0.1 Operating income 8.7 6.5 1.9 Pension settlement,net 3.7 Interest expense/other(income)expense,net 0.4 0.7 0.5 Income(loss)before income taxes 8.3 5.8 (2.3)Income tax expense(benefit)1.9 1.4 (0.7)Net income(loss)6.4 4.4 (1.6)The following discussion s

295、hould be read in conjunction with the Consolidated Financial Statements and the related notes contained elsewhere in this report.Forward-Looking Statements This annual report contains statements concerning the Companys expectations,plans,objectives,future financial performance,and other statements t

296、hat 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,

297、plan,may,intend,estimate,prospect,goal,will,predict,potential,or other similar words.Forward-looking statements contained in this report,including elsewhere in Managements Discussion and Analysis of Financial Condition and Results of Operations,are based on current expectations and our actual result

298、s may differ materially from those projected in any forward-looking statements.In addition,the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deteriorat

299、ion 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

300、 factors that impact our performance such as the U.S.housing market,general economy,unemployment rates,and consumer sentiment and the impact of such developments on our and our customers business,operations,and access to financing;an inability to obtain raw materials in a timely manner or fluctuatio

301、ns in raw material,transportation,and energy costs due to inflation or otherwise;a failure to attract and retain certain members of management or other key employees or other negative labor developments,including increases in the cost of labor;competition from other manufacturers and the impact of s

302、uch competition on pricing and promotional levels;an inability to develop new products or respond to changing consumer preferences and purchasing practices;increased buying power of large customers and the impact on our ability to maintain or raise prices;a failure to effectively manage manufacturin

303、g operations,alignment,and capacity or an inability to maintain the quality of our products;the impairment of goodwill or our long-lived assets;20information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers,employees,or other third part

304、ies;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 strategy;risks

305、 related to sourcing and selling products internationally and doing business globally,including the imposition of tariffs or duties on those products;unexpected costs resulting from a failure to maintain acceptable quality standards;changes in tax laws or the interpretations of existing tax laws;the

306、 impact of another pandemic on our business,the global and U.S.economy,and our employees,customers,suppliers,and logistics system;the occurrence of significant natural disasters,including earthquakes,fires,floods,hurricanes,or tropical storms;the unavailability of adequate capital for our business t

307、o grow and compete;andlimitations on operating our business as a result of covenant restrictions under our indebtedness,our ability to pay amounts due under our credit facilities and our other indebtedness,and interest rate increases.Additional information concerning the factors that could cause act

308、ual results to differ materially from those in forward-looking statements is contained in this annual report,including elsewhere in Managements Discussion and Analysis of Financial Condition and Results of Operations and under Item 1A.Risk Factors,and Item 7A.Quantitative and Qualitative Disclosures

309、 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 state

310、ment that the Company makes speaks only as of the date of this annual 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 Wo

311、odmark 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.At April 30,2

312、024,the Company operated 18 manufacturing facilities in the United States and Mexico and eight primary service centers and one distribution center located throughout the United States.Financial OverviewA number of general market factors impacted the Companys business in fiscal 2024,some positive and

313、 some negative,including:The unemployment rate increased by 15%compared to April 2023,to 3.9%as of April 2024 according to data provided by the U.S.Department of Labor;There was an increase in single family housing starts during the Companys fiscal 2024 of 3.8%,as compared to the Companys fiscal 202

314、3,and a decrease in housing completions during the Companys fiscal 2024 of 2.3%,as compared to the Companys fiscal 2023,according to the U.S.Department of Commerce;Mortgage interest rates increased with a 30-year fixed mortgage rate of 7.17%in April 2024,an increase of approximately 74 basis points

315、compared to April 2023;The median price of existing homes sold in the U.S.rose by 2.2%during the Companys fiscal 2024,according to data provided by the National Association of Realtors;and Consumer sentiment,as reported by the University of Michigan,averaged 21.6%higher during the Companys fiscal 20

316、24 than in its prior fiscal year.The Companys largest remodeling customers and competitors continued to utilize sales promotions in the Companys product category during fiscal 2024.The Company strives to maintain its promotional levels in line with market activity,with a goal of remaining competitiv

317、e.21The Companys net sales decreased by 10.6%during fiscal 2024,which was driven by declines in all sales channels.Gross profit for fiscal 2024 was 20.4%,an increase from 17.3%in fiscal 2023.The Company had net income of$116.2 million in fiscal 2024 and net income of$93.7 million in fiscal 2023.Net

318、income and gross profit for fiscal 2024 increased primarily due to the result of pricing better matching inflationary pressures and overall increased efficiencies across our existing operating locations.These benefits were partially offset by one-time startup costs and inefficiencies driven by our n

319、ew locations in Hamlet,North Carolina and Monterrey,Mexico,which will continue to ramp up production throughout the calendar year.The Company regularly considers the need for a valuation allowance against its deferred tax assets.The Company has generated operating profits for the past 12 years.As of

320、 April 30,2024,the Company had total deferred tax assets of$59.5 million net of valuation allowance,up from$47.9 million of deferred tax assets net of valuation allowance at April 30,2023.Deferred tax assets are reduced by a valuation allowance when,after considering all positive and negative eviden

321、ce,it is determined that it is more likely than not that some portion,or all,of the deferred tax asset will not be realized.The Company has recorded a valuation allowance related to deferred tax assets for certain state investment tax credit(ITC)carryforwards.These credits expire in various years be

322、ginning in fiscal 2028.The Company believes based on positive evidence of the housing industry improvement,along with 12 consecutive years of operating profitability,that the Company will more likely than not realize all other remaining deferred tax assets.The Company also regularly assesses its lon

323、g-lived assets to determine if any impairment has occurred.The Company has concluded that none of its long-lived assets were impaired as of April 30,2024.Fiscal Year Ended April 30,2023 Compared to the Fiscal Year Ended April 30,2022For a comparison of our performance and financial metrics for the f

324、iscal years ended April 30,2023 and April 30 2022,see“Part II,Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations”of our Annual Report on Form 10-K for the fiscal year ended April 30,2023,filed with the SEC on June 27,2023.Results of Operations FISCAL YEARS EN

325、DED APRIL 30,(Dollars in thousands)2024202320222024 vs.2023 PERCENT CHANGE2023 vs.2022 PERCENT CHANGENet sales$1,847,502$2,066,200$1,857,186 (10.6)%11.3%Gross profit 377,807 357,524 226,444 5.7%57.9%Selling and marketing expenses 92,603 94,602 92,555 (2.1)%2.2%General and administrative expenses 124

326、,008 125,045 97,547 (0.8)%28.2%Interest expense,net 8,207 15,994 10,189 (48.7)%57.0%Net Sales Net sales for fiscal 2024 decreased 10.6%to$1,847.5 million from the prior fiscal year.Sales in the home center channel decreased 13.9%and the independent dealer and distributor channel decreased 9.1%,prima

327、rily due to lower in-store traffic rates and consumers choosing smaller sized projects.Sales in the builder channel decreased 7.7%,primarily due to a decrease in housing completions,which declined 2.3%year over year according to data provided by the U.S.Department of Commerce.Gross ProfitGross profi

328、t as a percentage of sales increased to 20.4%in fiscal 2024 as compared with 17.3%in fiscal 2023,representing a 310 basis point improvement.The increase in gross profit was primarily due to the result of pricing better matching inflationary pressures and overall increased efficiencies across our exi

329、sting operating locations.These benefits were partially offset by one-time startup costs and inefficiencies driven by our new locations in Hamlet,North Carolina and Monterrey,Mexico.22Selling and Marketing Expenses Selling and marketing costs decreased by$2.0 million or 2.1%during fiscal 2024 versus

330、 the prior year.Selling and marketing expenses in fiscal 2024 were 5.0%of net sales,compared with 4.6%of net sales in fiscal 2023.The decrease in selling and marketing expenses was due to controlled discretionary spending within the function,partially offset by static fixed costs within the function

331、 and increased digital spend.General and Administrative Expenses General and administrative expenses decreased by$1.0 million or 0.8%during fiscal 2024 versus the prior fiscal year.General and administrative costs increased to 6.7%of net sales in fiscal 2024 compared with 6.1%of net sales in fiscal

332、2023.The decrease in general and administrative expenses was primarily due to controlled discretionary spending and reduced amortization of customer relationship intangibles,partially offset by increased incentive and profit sharing costs,digital spend,and deleverage created from lower sales.Effecti

333、ve Income Tax Rates The Company generated pre-tax income of$152.0 million during fiscal 2024.The Companys effective tax rate remained relatively flat from 23.6%in fiscal 2023 to 23.5%in fiscal 2024.Non-GAAP Financial MeasuresWe have reported our financial results in accordance with U.S.generally accepted accounting principles(GAAP).In addition,we have presented in this report the non-GAAP measure