Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 000-14798

American Woodmark Corporation

(Exact name of registrant as specified in its charter)

Virginia

54-1138147

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

561 Shady Elm Road,

Winchester,

Virginia

22602

(Address of principal executive offices)

(Zip Code)

(540) 665-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AMWD	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of November 29, 2023, 16,026,398 shares of the Registrant's Common Stock were outstanding.

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX


PART I.	FINANCIAL INFORMATION	PAGE NUMBER

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of October 31, 2023 and April 30, 2023	3

	Condensed Consolidated Statements of Operations--Three and six months ended October 31, 2023 and 2022	4

	Condensed Consolidated Statements of Comprehensive Income--Three and six months ended October 31, 2023 and 2022	5

	Condensed Consolidated Statements of Shareholders' Equity--Three and six months ended October 31, 2023 and 2022	6

	Condensed Consolidated Statements of Cash Flows--Six months ended October 31, 2023 and 2022	8

	Notes to Condensed Consolidated Financial Statements--October 31, 2023	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	26





Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 5.	Other Information	26

Item 6.	Exhibits	28

SIGNATURES		29

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)


	October 31, 2023		April 30, 2023
ASSETS
Current assets
Cash and cash equivalents	$	96,381	$	41,732
Customer receivables, net	120,742		119,163
Inventories	162,062		190,699
Prepaid expenses and other	22,880		16,661

Total current assets	402,065		368,255

Property, plant and equipment, net	235,172		219,415
Operating lease right-of-use assets	94,601		99,526
Customer relationship intangibles, net	7,611		30,444
Goodwill	767,612		767,612
Promotional displays, net	4,594		6,970
Deferred income taxes	1,470		1,469
Other assets	20,980		25,107
TOTAL ASSETS	$	1,534,105	$	1,518,798

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable	$	59,352	$	63,915
Current maturities of long-term debt	2,269		2,263
Short-term lease liability - operating	25,775		24,778
Accrued compensation and related expenses	53,078		49,953
Accrued marketing expenses	17,963		12,528
Other accrued expenses	23,052		24,687
Total current liabilities	181,489		178,124

Long-term debt, less current maturities	370,930		369,396
Deferred income taxes	7,275		11,930
Long-term lease liability - operating	74,995		81,370
Other long-term liabilities	3,836		4,190

Shareholders' equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	—		—
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at October 31, 2023: 16,026,398; at April 30, 2023: 16,635,295	362,057		370,259
Retained earnings	523,223		493,157
Accumulated other comprehensive income	10,300		10,372
Total shareholders' equity	895,580		873,788
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,534,105	$	1,518,798
See notes to unaudited condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	October 31,				October 31,
	2023		2022		2023		2022

Net sales	$	473,867	$	561,499	$	972,122	$	1,104,392
Cost of sales and distribution	370,708		462,765		759,354		918,911
Gross Profit	103,159		98,734		212,768		185,481

Selling and marketing expenses	22,685		24,651		47,045		50,417
General and administrative expenses	35,036		32,101		70,630		62,281
Restructuring charges, net	(26)		—		(198)		—

Operating Income	45,464		41,982		95,291		72,783

Interest expense, net	1,953		4,422		4,390		8,475
Pension settlement, net	—		(6)		—		(245)
Other expense (income), net	3,050		(897)		1,975		(671)
Income Before Income Taxes	40,461		38,463		88,926		65,224

Income tax expense	10,120		9,679		20,735		16,370

Net Income	$	30,341	$	28,784	$	68,191	$	48,854



Weighted Average Shares Outstanding
Basic	16,322,069		16,614,677		16,406,239		16,599,136
Diluted	16,420,760		16,657,454		16,505,266		16,638,741

Net earnings per share
Basic	$	1.86	$	1.73	$	4.16	$	2.94
Diluted	$	1.85	$	1.73	$	4.13	$	2.94

See notes to unaudited condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	Three Months Ended				Six Months Ended
	October 31,				October 31,
	2023		2022		2023		2022

Net income	$	30,341	$	28,784	$	68,191	$	48,854

Other comprehensive income, net of tax:

Change in Cash flow hedges (swap), net of deferred taxes (benefit) of $(335) and $1,783, and $(24) and $1,350 for the three- and six-months ended October 31, 2023 and 2022, respectively	(986)		5,265		(72)		3,987

Total Comprehensive Income	$	29,355	$	34,049	$	68,119	$	52,841

See notes to unaudited condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)

(Unaudited)


						ACCUMULATED
						OTHER		TOTAL
	COMMON STOCK			RETAINED		COMPREHENSIVE		SHAREHOLDERS'
(in thousands, except share data)	SHARES	AMOUNT		EARNINGS		(LOSS)/INCOME		EQUITY
Balance, April 30, 2022	16,570,619	$	363,224	$	399,434	$	10,225	$	772,883

Net income	—	—		20,070		—		20,070
Other comprehensive income,
net of tax	—	—		—		(1,278)		(1,278)
Stock-based compensation	—	1,635		—		—		1,635
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	25,908	(772)		—		—		(772)



Balance, July 31, 2022	16,596,527	$	364,087	$	419,504	$	8,947	$	792,538

Net income	—	—		28,784		—		28,784
Other comprehensive income,
net of tax	—	—		—		5,265		5,265
Stock-based compensation	—	1,754		—		—		1,754
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	8,200	—		—		—		—


Employee benefit plan
contributions	17,100	838		—		—		838
Balance, October 31, 2022	16,621,827	$	366,679	$	448,288	$	14,212	$	829,179


						ACCUMULATED
						OTHER		TOTAL
	COMMON STOCK			RETAINED		COMPREHENSIVE		SHAREHOLDERS'
(in thousands, except share data)	SHARES	AMOUNT		EARNINGS		(LOSS)/INCOME		EQUITY

Balance, April 30, 2023	16,635,295	$	370,259	$	493,157	$	10,372	$	873,788

Net income	—	—		37,850		—		37,850
Other comprehensive income,
net of tax	—	—		—		914		914
Stock-based compensation	—	2,247		—		—		2,247
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	55,092	(1,830)		—		—		(1,830)

Stock repurchases	(328,295)	(6,565)		(15,715)		—		(22,280)
Employee benefit plan
contributions	50,786	3,676		—		—		3,676
Balance, July 31, 2023	16,412,878	$	367,787	$	515,292	$	11,286	$	894,365

Net income	—	—		30,341		—		30,341
Other comprehensive income,
net of tax	—	—		—		(986)		(986)
Stock-based compensation	—	2,155		—		—		2,155
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	7,740	—		—		—		—
Stock repurchases	(394,220)	(7,885)		(22,410)		—		(30,295)


Balance, October 31, 2023	16,026,398	$	362,057	$	523,223	$	10,300	$	895,580














See notes to unaudited condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended
	October 31,
	2023		2022
OPERATING ACTIVITIES
Net income	$	68,191	$	48,854
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	46,226		47,598
Net loss on disposal of property, plant and equipment	1,593		214
Reduction in the carrying amount of operating lease right-of-use assets	14,401		13,455
Amortization of debt issuance costs	423		432
Unrealized (gain) loss on foreign exchange forward contracts	2,101		(580)

Stock-based compensation expense	4,402		3,389
Deferred income taxes	(4,649)		(5,237)
Pension settlement, net	—		(245)


Contributions of employer stock to employee benefit plan	3,676		838
Other non-cash items	574		3,552
Changes in operating assets and liabilities:
Customer receivables	(1,901)		1,078
Income taxes	(6,412)		(1,258)
Inventories	27,649		(27,747)
Prepaid expenses and other assets	(55)		(9,211)
Accounts payable	(5,763)		(26,048)
Accrued compensation and related expenses	3,154		13,996

Operating lease liabilities	(14,854)		(13,490)
Marketing and other accrued expenses	4,966		5,836
Net cash provided by operating activities	143,722		55,426

INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(33,309)		(9,535)
Proceeds from sales of property, plant and equipment	5		21




Investment in promotional displays	(533)		(1,452)
Net cash used by investing activities	(33,837)		(10,966)

FINANCING ACTIVITIES
Payments of long-term debt	(1,278)		(21,178)


Repurchase of common stock	(52,128)		—

Withholding of employee taxes related to stock-based compensation	(1,830)		(773)

Net cash used by financing activities	(55,236)		(21,951)

Net increase in cash and cash equivalents	54,649		22,509


	Six Months Ended
	October 31,
	2023		2022

Cash and cash equivalents, beginning of period	41,732		22,325

Cash and cash equivalents, end of period	$	96,381	$	44,834

Supplemental cash flow information:
Non-cash investing and financing activities:


Property, plant and equipment included in accounts payable at period end	$	1,200	$	247


Cash paid during the period for:
Interest	$	7,603	$	8,508
Income taxes	$	31,711	$	13,362

See notes to unaudited condensed consolidated financial statements.

AMERICAN WOODMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A--Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended October 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2024 ("fiscal 2024"). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023 ("fiscal 2023") filed with the U.S. Securities and Exchange Commission ("SEC").

Goodwill and Intangible Assets: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company will perform the annual assessment on the first day of the fourth quarter unless an indicator of impairment exists prior to the annual date and the Company determines it is more likely than not that the fair value of the goodwill is below its book value.

In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment an entity concludes that it is more likely than not that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down by the amount that the carrying value exceeds the fair value of the reporting unit. There were no impairment charges related to goodwill for the three- and six-month periods ended October 31, 2023 and 2022.

Intangible assets consist of customer relationship intangibles. The Company amortizes the cost of intangible assets over their estimated useful lives, six years, unless such lives are deemed indefinite. The Company reviews its intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges related to intangible assets for the three- and six-month periods ended October 31, 2023 and 2022.

Derivative Financial Instruments: The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt and foreign exchange rates. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to add stability to interest expense, manage the Company's exposure to interest rate movements, and manage the risk from adverse fluctuations in foreign exchange rates.

The Company uses interest rate swap contracts to manage interest rate exposures. The Company records derivatives in the condensed consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income (loss), and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings.

The Company also manages risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at their fair values. The Company does not designate the forward contracts as accounting hedges. The changes in the fair value of the forward contracts are recorded in other expense (income), net in the condensed consolidated statements of income.

Reclassifications: Certain reclassifications have been made to prior period balances to conform to the current year presentation.

Note B--New Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2023-06 "Disclosure Improvements", which amends the disclosure or presentation requirements related to various subtopics in

the FASB Accounting Standards Codification. The ASU was issued in response to the SEC’s August 2018 Final Rule No. 33-10532, "Disclosure Update Simplification," that updated and simplified disclosure requirements that the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact that ASU 2023-06 will have on its condensed consolidated financial statements and related disclosures.

Note C--Net Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands, except per share amounts)	2023		2022		2023		2022
Numerator used in basic and diluted net earnings
per common share:
Net income	$	30,341	$	28,784	$	68,191	$	48,854
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,322		16,615		16,406		16,599
Effect of dilutive securities:
Stock options and restricted stock units	99		42		99		40
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	16,421		16,657		16,505		16,639
Net earnings per share
Basic	$	1.86	$	1.73	$	4.16	$	2.94
Diluted	$	1.85	$	1.73	$	4.13	$	2.94

Potentially dilutive securities of 30,780 and 43,590 for the three- and six-month periods ended October 31, 2023, respectively, were excluded from the calculation of net earnings per diluted share as the effect would be anti-dilutive. There were no potentially dilutive securities for the three- and six-month periods ended October 31, 2022, which were excluded from the calculation of net earnings per diluted share.

Note D--Stock-Based Compensation

The Company has various stock-based compensation plans. During the six-months ended October 31, 2023, the Board of Directors of the Company approved grants of service-based restricted stock units ("RSUs") to non-employee directors. These service-based RSUs (i) vest daily through the end of the one-year vesting period as long as the recipient continuously remains a member of the Board and (ii) entitle the recipient to receive one share of the Company's common stock per unit vested. The Board of Directors also approved grants of service-based RSUs, performance-based RSUs and non-statutory stock options to key employees. The performance-based RSUs entitle the recipients to receive one share of the Company's common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units cliff vest at the end of the three year vesting period. The service-based RSUs to key employees entitle the recipients to receive one share of the Company's common stock per unit granted if they remain continuously employed with the Company until the units vest. The employee stock options cliff vest at the end of a three-year period and have a ten-year contractual term. Prior to June 2023, all of the Company's RSUs granted to employees cliff-vest three years from the grant date. Beginning in June 2023, service-based RSUs granted to employees vest one-third on each of the first, second and third anniversaries of the grant date. The fair value of the Company's RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is probable the related performance criteria, if any, will be met.

The following table summarizes the Company's stock-based compensations grants for the six-months ended October 31, 2023:


(in thousands, except per share amounts)						Stock Awards Granted
Service-based RSUs						79,778
Performance-based RSUs						155,062
Non-statutory stock options						92,340

For the three- and six-month periods ended October 31, 2023 and 2022, stock-based compensation expense was allocated as follows:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands)	2023		2022		2023		2022
Cost of sales and distribution	$	473	$	498	$	1,051	$	936
Selling and marketing expenses	476		572		1,084		1,070
General and administrative expenses	1,206		684		2,267		1,383
Stock-based compensation expense	$	2,155	$	1,754	$	4,402	$	3,389

During the six months ended October 31, 2023, the Company also approved grants of 12,199 cash-settled performance-based restricted stock tracking units ("RSTUs") and 6,571 cash-settled service-based RSTUs for more junior level employees. Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest. The service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if they remain continuously employed with the Company until the units vest. Prior to June 2023, all of the Company's RSTUs granted to employees cliff-vest three years from the grant date. Beginning in June 2023, service-based RSTUs granted to employees vest one-third on each of the first, second and third anniversaries of the grant date. The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value. The expense recognized for the three- and six-month periods ended October 31, 2023 and 2022, and the liability as of October 31, 2023 and April 30, 2023, related to RSTUs is not significant.

Note E--Customer Receivables

The components of customer receivables were:


	October 31,		April 30,
(in thousands)	2023		2023
Gross customer receivables	$	131,359	$	130,655
Less:
Allowance for credit losses	(472)		(449)
Allowance for returns and discounts	(10,145)		(11,043)

Net customer receivables	$	120,742	$	119,163

Note F--Inventories

The components of inventories were:


	October 31,		April 30,
(in thousands)	2023		2023
Raw materials	$	68,946	$	80,953
Work-in-process	44,794		49,064
Finished goods	48,322		60,682

Total inventories	$	162,062	$	190,699

Note G--Property, Plant and Equipment

The components of property, plant and equipment were:


	October 31,		April 30,
(in thousands)	2023		2023
Land	$	4,475	$	4,475
Buildings and improvements	123,129		121,903
Buildings and improvements - finance leases	11,164		11,164
Machinery and equipment	343,341		331,146
Machinery and equipment - finance leases	31,031		29,869
Software	29,597		29,322
Construction in progress	59,199		45,710
Total property, plant and equipment	601,936		573,589
Less accumulated amortization and depreciation	(366,764)		(354,174)

Property, plant and equipment, net	$	235,172	$	219,415

Amortization and depreciation expense on property, plant and equipment amounted to $9.7 million and $9.7 million for the three-months ended October 31, 2023 and 2022, respectively and $19.5 million and $19.4 million for the six-months ended October 31, 2023 and 2022, respectively. Accumulated amortization on finance leases included in the above table amounted to $31.6 million and $31.9 million as of October 31, 2023 and April 30, 2023, respectively.

Note H--Intangibles

The components of customer relationship intangibles were:


	October 31,		April 30,
(in thousands)	2023		2023
Customer relationship intangibles	$	274,000	$	274,000
Less accumulated amortization	(266,389)		(243,556)

Total	$	7,611	$	30,444

Customer relationship intangibles are amortized over the estimated useful lives on a straight-line basis over six years. Amortization expense for the three-month periods ended October 31, 2023 and 2022 was $11.4 million and $11.4 million, respectively and $22.8 million and $22.8 million, respectively, for each of the six-month periods ended October 31, 2023 and 2022.

Note I--Product Warranty

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets:


	Six Months Ended
	October 31,
(in thousands)	2023		2022
Beginning balance at May 1	$	8,014	$	6,878

Accrual	10,465		19,022
Settlements	(11,506)		(17,360)

Ending balance at October 31	$	6,973	$	8,540

Note J--Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company's cash equivalents are invested in money market funds, mutual funds, and certificates of deposit. The Company's mutual fund investment assets represent contributions made and invested on behalf of the Company's former executive officers in a supplementary employee retirement plan.

Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3- Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities measured on a recurring basis.

The Company's financial instruments include cash and equivalents, marketable securities, and other investments; accounts receivable and accounts payable; interest rate swap and foreign exchange forward contracts; and short- and long-term debt. The carrying values of cash and equivalents, accounts receivable and payable, and short-term debt on the condensed consolidated balance sheets approximate their fair value due to the short maturities of these items. The interest rate swap and foreign exchange forward contracts were marked to market and therefore represent fair value. The fair values of these contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The following table summarizes the fair value of assets that are recorded in the Company's consolidated financial statements as of October 31, 2023 and April 30, 2023 at fair value on a recurring basis (in thousands):


	Fair Value Measurements
	As of October 31, 2023
	Level 1		Level 2		Level 3
ASSETS:

Mutual funds	$	185	$	—	$	—
Interest rate swap contracts	—		13,807		—

Total assets at fair value	$	185	$	13,807	$	—

LIABILITIES:

Foreign exchange forward contracts	$	—	$	2,101	$	—


	As of April 30, 2023
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	191	$	—	$	—
Interest rate swap contracts	—		13,885		—
Total assets at fair value	$	191	$	13,885	$	—

There were no transfers between Level 1, Level 2, or Level 3 for assets measured at fair value on a recurring basis.

Note K--Loans Payable and Long-Term Debt

On April 22, 2021, the Company amended and restated its prior credit agreement and on January 17, 2023 the Company entered into an amendment of such agreement to transition the applicable interest rate from LIBOR to Secured Overnight Financing Rate ("SOFR"), effective January 31, 2023. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a $50 million sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $250 million term loan facility (the "Term Loan Facility"). Also on April 22, 2021, the Company borrowed the entire $250 million under the Term Loan Facility and approximately $264 million under the Revolving Facility to fund, in part, the repayment in full of the amounts then outstanding under its prior credit agreement and the redemption of $350 million in aggregate principal amount of 4.875% Senior Notes due 2026. The Company is required to repay the Term Loan Facility in specified quarterly installments, which have been prepaid through April 30, 2025. The Revolving Facility and Term Loan Facility mature on April 22, 2026.

As of October 31, 2023 and April 30, 2023, $206.3 million and $206.3 million, respectively, was outstanding on the Term Loan Facility. As of October 31, 2023 and April 30, 2023, $163.8 million and $163.8 million, respectively, was outstanding under the Revolving Facility.

Outstanding letters of credit under the Revolving Facility were $13.0 million as of October 31, 2023, leaving approximately $323.2 million in available capacity under the Revolving Facility as of October 31, 2023. The outstanding balances noted above approximate fair value as the facilities have a floating interest rate.

Amounts outstanding under the Term Loan Facility and the Revolving Facility bear interest based on a fluctuating rate measured by reference to either, at the Company's option, a base rate plus an applicable margin or SOFR plus 10 basis points plus an applicable margin, with the applicable margin being determined by reference to the Company's then-current "Secured Net Leverage Ratio." The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company's then-current "Secured Net Leverage Ratio." In addition, a letter of credit fee accrues on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on SOFR loans, payable quarterly in arrears. As of October 31, 2023, the applicable margin with respect to base rate loans and SOFR loans was 0.0% and 1.0%, respectively, and the commitment fee was 0.1%.

The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a "Consolidated Interest Coverage Ratio" of no less than 2.00 to 1.00 and (ii) a "Total Net Leverage Ratio" of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions.

The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets, or engage in a merger or other similar transaction, or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances.

As of October 31, 2023, the Company was in compliance with all covenants included in the A&R Credit Agreement.

The Company's obligations under the A&R Credit Agreement are guaranteed by the Company's domestic subsidiaries, and the obligations of the Company and its domestic subsidiaries under the A&R Credit Agreement and their guarantees, respectively, are secured by a pledge of substantially all of their respective personal property.

Note L--Derivative Financial Instruments

Interest Rate Swap Contracts

The Company enters into interest rate swap contracts to manage variability in the amount of known or expected cash payments related to portions of its variable rate debt. On May 28, 2021, the Company entered into four interest rate swaps with an aggregate notional amount of $200 million to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 28, 2021 and will terminate on May 30, 2025. The interest rate swaps economically convert a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month SOFR and pays a fixed rate of 0.53% to the counterparty.

The interest rate swaps are designated as cash flow hedges. Changes in fair value are recorded to other comprehensive income. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage the Company's exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses in connection with required interest payments on interest rate swaps are recorded in earnings, as a component of interest expense, net to offset variability in interest expense associated with the underlying debt's cash flows.

For the three- and six-month periods ended October 31, 2023, unrealized gains, net of deferred taxes, of $0.8 million and $3.5 million, respectively, were recorded in other comprehensive income, and $1.8 million and $3.6 million, respectively, of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. For the three- and six-month periods ended October 31, 2022, unrealized gains, net of deferred taxes, of $6.1 million and $5.0 million, respectively, were recorded in other comprehensive income, and $0.8 million and $1.0 million, respectively, of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. As of October 31, 2023, the Company anticipates reclassifying approximately $9.4 million of net hedging gains from accumulated other comprehensive income into earnings during the next 12 months to offset the variability of the hedged items during this period.

The fair value of the derivative instruments are included in other assets on the condensed consolidated balance sheets.

Foreign Exchange Forward Contracts

At October 31, 2023, the Company held forward contracts maturing from November 2023 to April 2024 to purchase 229.0 million Mexican pesos at an exchange rate of 18.91 Mexican pesos to one U.S. dollar. Additionally, the Company entered into a contingent forward contract with maturities from May 2024 to April 2025 to purchase 660.0 million Mexican pesos at an exchange rate of 18.91 Mexican pesos to one U.S. dollar. This contingent forward contract gives the bank the option to cancel these forward contracts in April 2024. Additionally, the Company entered into a target accrual redemption forward agreement to purchase Mexican Pesos across 51 defined fixings. These fixings allow for U.S. dollars to be converted into Pesos at a rate of 18.73 Pesos to one U.S. Dollar. Cumulative profit is capped at an aggregate of approximately $0.6 million over the shorter of the life of the contract fixings or the utilization of the cap. A liability of $2.1 million is recorded in other accrued expense on the condensed consolidated balance sheet.

Note M--Income Taxes

The effective income tax rates for the three- and six-month periods ended October 31, 2023 was 25.0% and 23.3%, respectively, compared with 25.2% and 25.1% in the comparable period in the prior fiscal year. The effective rates were higher than the 21.0% U.S. statutory rate for all periods presented primarily due to state income taxes.

Note N--Revenue Recognition

The Company disaggregates revenue from contracts with customers into major sales distribution channels as these categories depict the nature, amount, timing, and uncertainty of revenues and cash flows that are affected by economic factors. The following table disaggregates our consolidated revenue by major sales distribution channels for the three- and six-months ended October 31, 2023 and 2022:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands)	2023		2022		2023		2022
Home center retailers	$	193,872	$	237,433	$	404,332	$	478,751
Builders	207,583		233,566		410,958		450,802
Independent dealers and distributors	72,412		90,500		156,832		174,839
Net Sales	$	473,867	$	561,499	$	972,122	$	1,104,392

Note O--Concentration of Risks

Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with major financial institutions and such balances may, at times, exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to cash.

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets.

The Company maintains an allowance for expected credit losses based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions, and each customer's current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

As of October 31, 2023, the Company's two largest customers, Customers A and B, represented 32.3% and 18.4% of the Company's gross customer receivables, respectively. As of October 31, 2022, Customers A and B represented 31.7% and 17.5% of the Company's gross customer receivables, respectively.

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three- and six-months ended October 31, 2023 and 2022:


	Three Months Ended		Six Months Ended
	October 31,		October 31,
	2023	2022	2023	2022
Customer A	27.9%	28.9%	28.1%	29.6%
Customer B	13.0%	13.4%	13.5%	13.8%

Note P--Other Information

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by FASB Accounting Standards Codification Topic 450, "Contingencies," the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable,

those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consults with outside counsel.

Except as described below, the Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims that were deemed to be either probable or reasonably possible was not material as of October 31, 2023.

Antidumping and Countervailing Duties Investigation

In February 2020, a conglomeration of domestic manufacturers filed a scope and circumvention petition seeking the imposition of antidumping (“AD”) and countervailing duties (“CVD”) with the United States Department of Commerce (“DOC”) and the United States International Trade Commission (“ITC”) against imports of hardwood plywood assembled in Vietnam using cores sourced from China. In July 2022, the DOC issued a Preliminary Scope Determination and Affirmative Preliminary Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Preliminary Determination”). In July 2023, the DOC issued a Final Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Final Determination”).

Included in the Final Determination is a list of Vietnamese suppliers not eligible for certification. AD and CVD cash deposits of 206% are required for imports from the Vietnamese suppliers not eligible for certification. Many of the Vietnamese suppliers appealed their inclusion on the ineligible for certification list in the Preliminary Determination. Because two of the Company’s primary Vietnamese plywood vendors remained on the ineligible for certification list in the Final Determination, the Company recorded a loss on unliquidated customs entries as of Final Determination in July 2023. The loss recorded in the first quarter of fiscal 2024 was $4.9 million, or $3.7 million net of tax. Through the second fiscal quarter of 2024, the Company has remitted deposits of $3.8 million pursuant to the Preliminary Determination. Based on the evidence provided from the Vietnamese suppliers, the specific characteristics of the product imported and other relevant matters, the Company intends to vigorously appeal the Final Determination that it is subject to these duties and disputes the findings of the Final Determination with regards to the Company. Our last order was placed with these vendors in June 2022.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes, both of which are included in Part I, Item 1 of this report. The Company's critical accounting policies are included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023.

Forward-Looking Statements

This report contains statements concerning the Company's expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words such as "anticipate," "estimate," "forecast," "expect," "believe," "should," "could," "would," "plan," "may," "intend," "estimate," "prospect," "goal," "will," "predict," "potential," or other similar words. Forward-looking statements contained in this report, including elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations," are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition. Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:

•the loss of or a reduction in business from one or more of our key customers;

•negative developments in the macro-economic factors that impact our performance such as the U.S. housing market, mortgage interest rates, 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 fluctuations 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 such 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 manufacturing operations, alignment, and capacity or an inability to maintain the quality of our products;

•the impairment of goodwill, other intangible assets, or our long-lived assets;

•information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;

•the cost of compliance with, or liabilities related to, environmental or other governmental regulations or changes in governmental or industry regulatory standards, especially with respect to health and safety and the environment;

•risks associated with the implementation of our growth, digital transformation, and platform design strategies;

•risks related to sourcing and selling products internationally and doing business globally, including the imposition of tariffs or duties on those products, and increased transportation costs and delays;

•unexpected costs resulting from a failure to maintain acceptable quality standards;

•changes in tax laws or the interpretations of existing tax laws;

•the impact of 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 to grow and compete; and

•limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under our credit facilities and our other indebtedness, and interest rate increases.

Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained in this report, including elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and also in the Company's most recent Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the SEC, including under Item 1A, "Risk Factors," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 7A, "Quantitative and Qualitative Disclosures about Market Risk." While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.

Any forward-looking statement that the Company makes in this report speaks only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors as a result of new information, future events or otherwise, except as required by law.

Overview

American Woodmark Corporation manufactures and distributes kitchen, bath, and home organization products for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers and builders and through a network of independent dealers and distributors. As of October 31, 2023, the Company operated 17 manufacturing facilities in the United States and Mexico, eight primary service centers, and one distribution center located throughout the United States.

The three-month period ended October 31, 2023 was the Company's second quarter of its fiscal year that ends on April 30, 2024 ("fiscal 2024").

Financial Overview

The Company was impacted by the following macro-economic trends during the second quarter of fiscal 2024:

•The median price per existing home sold increased during the third calendar quarter of 2023 compared to the same period one year ago by 2.6% according to data provided by the National Association of Realtors, and existing home sales decreased 15.8% during the third calendar quarter of 2023 compared to the same period in the prior year;

•The unemployment rate increased to 3.9% as of October 2023 compared to 3.7% as of October 2022, and 3.4% in April 2023, according to data provided by the U.S. Department of Labor;

•Mortgage interest rates increased with a thirty-year fixed mortgage rate of approximately 7.8% in October 2023, an increase of approximately 69 basis points compared to the same period in the prior year, according to Freddie Mac;

•Consumer sentiment as tracked by Thomson Reuters/University of Michigan increased from 59.9 in October 2022 to 63.8 in October 2023; and

•The inflation rate as of October 2023 was 3.2%, compared to 7.7% in October 2022 and 4.9% in April 2023 according to data provided by the U.S. Department of Labor.

The Company believes there is no single indicator that directly correlates with cabinet remodeling market activity. For this reason, the Company considers other factors in addition to those discussed above as indicators of overall market activity including credit availability, home owner equity, and housing affordability.

The Company earned net income of $30.3 million for the second quarter of fiscal 2024, compared with $28.8 million in the same period of the prior year, and earned net income of $68.2 million for the first six months of fiscal 2024, compared with $48.9 million in the same period of the prior year.

Results of Operations


	Three Months Ended						Six Months Ended
	October 31,						October 31,
(in thousands)	2023		2022		Percent Change		2023		2022		Percent Change

Net sales	$	473,867	$	561,499	(15.6)	%	$	972,122	$	1,104,392	(12.0)	%
Gross profit	$	103,159	$	98,734	4.5	%	$	212,768	$	185,481	14.7	%
Selling and marketing expenses	$	22,685	$	24,651	(8.0)	%	$	47,045	$	50,417	(6.7)	%
General and administrative expenses	$	35,036	$	32,101	9.1	%	$	70,630	$	62,281	13.4	%

Net Sales. Net sales were $473.9 million for the second quarter of fiscal 2024, a decrease of $87.6 million or 15.6% compared to the same period of fiscal 2023. For the first half of fiscal 2024, net sales were $972.1 million, reflecting a $132.3 million or 12.0% decrease compared to the same period of fiscal 2023. The Company's remodeling sales, which consist of our independent dealer and distributor channel sales and home center retail sales, decreased 18.8% during the second quarter and 14.2% during the first six months of fiscal 2024 compared to the same prior year periods. Our independent dealer and distributor channel decreased 20.0% during the second quarter and 10.4% during the first six months of fiscal 2024 compared to the comparable prior year periods. Our home center channel decreased by 18.3% during the second quarter of fiscal 2024 and 15.5% during the first six months of fiscal 2024 compared to the same periods of fiscal 2023. Demand trends have slowed for our made-to-order and stock kitchen business due to lower in-store traffic rates and consumers choosing smaller sized projects.

Builder sales decreased 11.1% in the second quarter of fiscal 2024 and 8.8% during the first six months of fiscal 2024 compared to the same periods of fiscal 2023. The Company believes that fluctuations in single-family housing starts are the best indicator of new construction cabinet activity. Assuming a sixty to ninety day lag between housing starts and the installation of cabinetry, single-family housing starts remained flat during the second quarter of fiscal 2024 over the comparable prior year period, according to the U.S. Department of Commerce. In comparison, housing completions decreased 3.1% during the second quarter of fiscal 2024 over the comparable prior year period, according to the U.S. Department of Commerce. Sales in the second quarter of fiscal 2023 were impacted by increased shipments, which returned our backlog to normal levels.

Gross Profit. Gross profit margin for the second quarter of fiscal 2024 was 21.8% compared with 17.6% for the same period of fiscal 2023, representing a 420 basis point improvement. Gross profit margin for the first six months of fiscal 2024 was 21.9% compared with 16.8% for the same period of fiscal 2023, representing a 510 basis point improvement. Gross profit margin in the second quarter and first six months of the current fiscal year was positively impacted by favorable product mix and sustained pricing matching inflationary cost impacts, continued operational improvements in our manufacturing facilities and increased stability in the supply chain.

Selling and Marketing Expenses. Selling and marketing expenses decreased by $2.0 million or 8.0% during the second quarter of fiscal 2024 and $3.4 million or 6.7% during the first half of fiscal 2024, compared to the same periods of the prior year. Selling and marketing expenses were 4.8% of net sales in the second quarter of fiscal 2024, compared with 4.4% for the same period of fiscal 2023. Selling and marketing expenses were 4.8% of net sales in the first six months of fiscal 2024, compared with 4.6% for the same period of fiscal 2023. The decrease in selling and marketing expenses was due to lower professional services spend.

General and Administrative Expenses. General and administrative expenses increased by $2.9 million or 9.1% during the second quarter of fiscal 2024 and $8.3 million or 13.4% during the first half of fiscal 2024, compared to the same periods of the prior year. General and administrative expenses were 7.4% of net sales in the second quarter of fiscal 2024, compared with 5.7% of net sales in the second quarter of fiscal 2023. General and administrative expenses were 7.3% of net sales in the first six months of fiscal 2024, compared with 5.6% for the same period of fiscal 2023. The increase in general and administrative

expenses as a percentage of net sales during the second quarter and for the first six months of fiscal 2024 was driven primarily by higher incentive and profit sharing costs for employees.

Effective Income Tax Rates. The effective income tax rates for the three- and six-month periods ended October 31, 2023 was 25.0% and 23.3% compared with 25.2% and 25.1%, respectively, in the comparable periods in the prior fiscal year. The effective rate was higher than the 21.0% U.S. statutory rate for the three- and six-month periods ended October 31, 2023 primarily due to state income taxes.

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

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is set forth below.

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

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

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

We define EBITDA as net income (loss) adjusted to exclude (1) income tax expense (benefit), (2) interest expense, net, (3) depreciation and amortization expense, (4) amortization of customer relationship intangibles and trademarks. We define Adjusted EBITDA as EBITDA adjusted to exclude (1) expenses related to the acquisition of RSI Home Products, Inc. ("RSI acquisition") and the subsequent restructuring charges that the Company incurred related to the acquisition, (2) non-recurring restructuring charges, (3) net gain/loss on debt forgiveness and modification, (4) stock-based compensation expense, (5) gain/loss on asset disposals, (6) change in fair value of foreign exchange forward contracts, and (7) pension settlement charges. We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA in evaluating the performance of our business.

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales.

Adjusted EPS per diluted share

We use Adjusted EPS per diluted share in evaluating the performance of our business and profitability. Management believes that this measure provides useful information to investors by offering additional ways of viewing the Company's results by providing an indication of performance and profitability excluding the impact of unusual and/or non-cash items. We define Adjusted EPS per diluted share as diluted earnings per share excluding the per share impact of (1) expenses related to the RSI acquisition and the subsequent restructuring charges that the Company incurred related to the RSI acquisition, (2) non-recurring restructuring charges, (3) the amortization of customer relationship intangibles and trademarks, (4) net gain/loss on debt forgiveness and modification, (5) pension settlement charges, and (6) the tax benefit of RSI acquisition expenses and subsequent restructuring charges, the net gain on debt forgiveness and modification and the amortization of customer relationship intangibles and trademarks. The amortization of intangible assets is driven by the RSI acquisition and will recur in future periods. Management has determined that excluding amortization of intangible assets from our definition of Adjusted EPS per diluted share will better help it evaluate the performance of our business and profitability and we have also received similar feedback from some of our investors.


Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
	Three Months Ended						Six Months Ended
	October 31,						October 31,
(in thousands)	2023			2022			2023			2022

Net income (GAAP)	$	30,341		$	28,784		$	68,191		$	48,854
Add back:
Income tax expense (benefit)	10,120			9,679			20,735			16,370
Interest expense, net	1,953			4,422			4,390			8,475
Depreciation and amortization expense	11,647			12,334			23,392			24,764
Amortization of customer relationship intangibles	11,417			11,417			22,834			22,834
EBITDA (Non-GAAP)	$	65,478		$	66,636		139,542			121,297
Add back:
Acquisition and restructuring related expenses (1)	20			20			40			40
Non-recurring restructuring charges (2)	(26)			—			(198)			—
Pension settlement, net	—			(6)			—			(245)

Change in fair value of foreign exchange forward contracts (3)	3,116			(818)			2,101			(580)

Stock-based compensation expense	2,155			1,754			4,402			3,389
Loss on asset disposal	1,586			37			1,593			214
Adjusted EBITDA (Non-GAAP)	$	72,329		$	67,623		147,480			124,115

Net Sales	$	473,867		$	561,499		$	972,122		$	1,104,392
Net income margin (GAAP)	6.4		%	5.1		%	7.0		%	4.4		%
Adjusted EBITDA margin (Non-GAAP)	15.3		%	12.0		%	15.2		%	11.2		%

(1) Acquisition and restructuring related expenses are comprised of expenses related to the RSI acquisition and the subsequent restructuring charges that the Company incurred related to the acquisition.

(2) Non-recurring restructuring charges are comprised of expenses incurred related to the nationwide reduction-in-force implemented in the third and fourth quarters of fiscal 2023.

(3) In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The changes in the fair value of the forward contracts are recorded in other (income) expense, net in the operating results.

A reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as projected for fiscal 2024 is not provided because we do not forecast net income (loss) as we cannot, without unreasonable effort, estimate or predict with certainty various components of net income (loss).

Adjusted EBITDA. Adjusted EBITDA for the second quarter of fiscal 2024 was $72.3 million or 15.3% of net sales compared to $67.6 million or 12.0% of net sales for the same quarter of the prior fiscal year. Adjusted EBITDA for the first six months of fiscal 2024 was $147.5 million or 15.2% of net sales compared to $124.1 million or 11.2% of net sales for the same periods of the prior fiscal year. The increase in Adjusted EBITDA for the second quarter and first six months of fiscal 2024 is primarily due to increased net income due to pricing better matching inflationary impacts, product mix and improved efficiencies in the manufacturing platforms, as our operations team continues to drive excellence in our plants. This was partially offset by a $4.9 million pre-tax charge related to the plywood case, as described in Note P — Other Information above.


Reconciliation of Net Income to Adjusted Net Income
	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands, except share data)	2023		2022		2023		2022

Net income (GAAP)	$	30,341	$	28,784	$	68,191	$	48,854
Add back:
Acquisition and restructuring related expenses	20		20		40		40

Non-recurring restructuring charges	(26)		—		(198)		—
Pension settlement, net	—		(6)		—		(245)
Amortization of customer relationship intangibles	11,417		11,417		22,834		22,834

Tax benefit of add backs	(2,956)		(2,961)		(5,896)		(5,861)
Adjusted net income (Non-GAAP)	$	38,796	$	37,254	$	84,971	$	65,622

Weighted average diluted shares (GAAP)	16,420,760		16,657,454		16,505,266		16,638,741



EPS per diluted share (GAAP)	$	1.85	$	1.73	$	4.13	$	2.94
Adjusted EPS per diluted share (Non-GAAP)	$	2.36	$	2.24	$	5.15	$	3.94

Outlook. We are holding our expectations for net revenue for fiscal year 2024 to a low-double digit decline in net sales versus fiscal year 2023. We are increasing our Adjusted EBITDA expectation for the full fiscal year 2024 outlook to a range of $235 million to $250 million for fiscal 2024 (which includes the now completed first six months). The increase in our expected outlook is due to strong operational performance and execution during the first half of fiscal 2024. The expected change in net sales and Adjusted EBITDA is highly dependent upon overall industry performance, economic growth trends, material constraints, labor impacts, interest rates and consumer behaviors. Adjusted EBITDA will also be impacted by one-time start-up costs for our plant expansions in Monterrey, Mexico and Hamlet, North Carolina, which are expected to occur in the second half of fiscal 2024. The total impact of these charges is expected to be approximately $8.1 million for fiscal 2024.

We will continue our investment back into the business by focusing on the plant expansions in Monterrey, Mexico and Hamlet, North Carolina, continuing our digital transformation path with investments in enterprise resource planning and customer relationship management, and investing in automation. We are choosing to make these additional investments into our core business in an effort to improve sales and enhance our margins in the future.

During the first half of fiscal 2024, we repurchased $52.1 million of the Company's common shares. We will continue to be opportunistic in our share repurchasing. Lastly, we have our debt position at a leverage ratio we wanted to achieve and will be deprioritizing paying down debt during the remainder of fiscal 2024.

Additional risks and uncertainties that could affect the Company's results of operations and financial condition are discussed elsewhere in this report, including under "Forward-Looking Statements," and elsewhere in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, including under Item 1A. "Risk Factors," Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 7A. "Quantitative and Qualitative Disclosures about Market Risk."

Liquidity and Capital Resources

The Company's cash and cash equivalents totaled $96.4 million at October 31, 2023, representing a $54.6 million increase from its April 30, 2023 levels primarily due to $143.7 million cash provided by operations in the first six months of fiscal 2024 compared with cash used by operations of $55.4 million in the same period of the prior year, $33.3 million in payments to acquire property, plant, and equipment, and $52.1 million of stock repurchases. The increase in the Company's cash from operating activities was driven primarily by an increase in net income and cash inflows from inventories, accounts payable and prepaid expenses and other assets, partially offset by cash outflows from customer receivables, net, accrued compensation and related expenses and income taxes. At October 31, 2023, total long-term debt (including current maturities) was $373.2 million. The Company's ratio of long-term debt to total capital was 29.3% at October 31, 2023, compared with 29.7% at April 30, 2023.

The Company's main source of liquidity is its cash and cash equivalents on hand and generally cash generated from its operating activities. The Company can also borrow amounts under the Revolving Facility.

On April 22, 2021, the Company amended and restated its prior credit agreement and on January 17, 2023 the Company entered into an amendment of such agreement to transition the applicable interest rate from LIBOR to SOFR, effective January 31, 2023. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a$50 sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $250 million term loan facility (the "Term Loan Facility"). Also on April 22, 2021, the Company borrowed the entire $250 million under the Term Loan Facility and approximately $264 million under the Revolving Facility to fund, in part, the repayment in full of the amounts then outstanding under its prior credit agreement and the complete redemption of its 4.875% Senior Notes due 2026. The Company is required to repay the Term Loan Facility in specified quarterly installments. The Revolving Facility and Term Loan Facility mature on April 22, 2026. Approximately $323.2 million was available under the Revolving Facility as of October 31, 2023.

The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets or engage in a merger or other similar transaction or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances. See Note K — Loans Payable and Long-Term Debt for a discussion of interest rates under the A&R Credit Agreement and our compliance with the covenants in the A&R Credit Agreement. We expect to remain in compliance with each of the covenants under the A&R Credit Agreement during fiscal 2024.

As of October 31, 2023 and April 30, 2023, the Company had no off-balance sheet arrangements.

The Company's investing activities primarily consist of investment in property, plant and equipment and promotional displays. Net cash used for investing activities was $33.8 million in the first six months of fiscal 2024, compared with $11.0 million in the comparable period of fiscal 2023.

During the first six months of fiscal 2024, net cash used by financing activities was $55.2 million, compared with $22.0 million in the comparable period of the prior fiscal year. The increase in cash used during the first six months of fiscal 2024 was primarily driven by $52.1 million of common stock repurchases, offset by a decrease in net debt repayments of $1.3 million during the first six months of fiscal 2024 compared to $21.2 million of net debt repayments in the same period of the prior fiscal year.

On May 25, 2021, the Company's Board of Directors (the "Board") authorized a stock repurchase program of up to $100 million of the Company's common shares. The Company repurchased $30.0 million of its common shares during the second quarter of fiscal 2024. As of October 31, 2023, $22.9 million of funds remained available from the amounts authorized by the Board to repurchase the Company's common stock.

On November 29, 2023 the Board of Directors authorized a stock repurchase program of up to $125 million of the Company's outstanding common shares. In conjunction with this authorization the Board of Directors cancelled the remaining $22.1 million that had yet to be repurchased under the $100 million existing authorization from May 25, 2021. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the A&R Credit Agreement, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management generally expects to fund any share repurchases using available cash and cash generated from operations. Repurchased shares will become authorized but unissued common shares.

Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for the remainder of fiscal 2024.

Seasonal and Inflationary Factors

Our business has been subject to seasonal influences, with higher sales typically realized in our first and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in revenue over the past few years. The costs of the Company's products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.

Critical Accounting Policies

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to the Company's critical accounting policies as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The costs of the Company's products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases although there may be a lag in the recovery.

The A&R Credit Agreement includes a variable interest rate component. As a result, we are subject to interest rate risk with respect to such floating-rate debt. A 100 basis point increase in the variable interest rate component of our borrowings as of October 31, 2023 would increase our annual interest expense by approximately $1.7 million. See Note K — Loans Payable and Long-Term Debt for further discussion.

In May 2021, we entered into interest rate swaps to hedge approximately $200 million of our variable interest rate debt. See Note L — Derivative Financial Instruments for further discussion.

The Company enters into foreign exchange forward contracts principally to offset currency fluctuations in transactions denominated in certain foreign currencies, thereby limiting our exposure to risk that would otherwise result from changes in exchange rates. The periods of the foreign exchange forward contracts correspond to the periods of the transactions denominated in foreign currencies.

The Company does not currently use commodity or similar financial instruments to manage its commodity price risks.

Item 4. Controls and Procedures

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of October 31, 2023. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective.

There has been no change in the Company's internal control over financial reporting that occurred during the quarter ended October 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various suits and claims in the normal course of business all of which constitute ordinary, routine litigation incidental to the Company's business. The Company is not party to any material litigation that does not constitute ordinary, routine litigation incidental to its business. See Note P — Other Information for further discussion of the antidumping and countervailing duties investigation.

Item 1A. Risk Factors

Risk factors that may affect the Company's business, results of operations and financial condition are described in Part I, Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023 and there have been no material changes from the risk factors disclosed. Additional risks are discussed elsewhere in this report, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Forward-Looking Statements" and "Outlook."

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table details share repurchases made by the Company during the second quarter of fiscal 2024:


	Share Repurchases
	Total Number of Shares Purchased	Average Price Paid		Total Number of Shares Purchased as Part of Publicly Announced	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)
	(1)	Per Share		Programs	(1)
August 1 - 31, 2023	—	$	—	—	$	52,872
September 1 - 30, 2023	—	$	—	—	$	52,872
October 1 - 31, 2023	394,220	$	76.08	394,220	$	22,872
Quarter ended October 31, 2023	394,220	$	76.08	394,220	$	22,872

(1) Under a stock repurchase authorization approved by its Board on May 25, 2021, the Company was authorized to purchase up to $100 million of the Company's common shares. Management funded these share repurchases using available cash and cash generated from operations. Repurchased shares became authorized but unissued common shares. At October 31, 2023, $22.9 million of funds remained from the amounts authorized by the Board to repurchase the Company's common shares. The Company purchased a total of 394,220 common shares, for an aggregate purchase price of $30.0 million, during the second 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 the Securities Exchange Act of 1934, as amended.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended October 31, 2023, none of the Company’s directors or executive officers adopted, terminated or modified a "Rule 10b5-1 trading agreement" or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Amendments to Bylaws

On and effective November 29, 2023, the Board of Directors of American Woodmark Corporation (the “Company”), as part of a periodic review of the Company’s governance documents, approved changes to the Company’s Bylaws (as amended and restated, the “Bylaws”). The amendments, among other things:

•expand the scope of disclosures required by a shareholder seeking to bring a director nomination or other business before a meeting of shareholders (“proposing shareholder”) to include:

◦additional information regarding the proposing shareholder, any beneficial owner on whose behalf such nomination or other proposal is being made and any affiliates or associates or other parties with whom the proposing shareholder or such beneficial owner is acting in concert (each, an “associated person”);

◦any derivative instrument that has been entered into by, or on behalf of, the proposing shareholder, and such beneficial owner, and any associated person, the effect or intent of which is to mitigate loss to, manage risk or benefit share price changes for, or increase or decrease the voting power of, the proposing shareholder or such beneficial owner, or any associated person, with respect to Company shares, or relates to the acquisition or disposition of any Company shares;

◦any agreement pursuant to which the proposing shareholder and any beneficial owner on whose behalf the director nomination or other proposal is being made, or any associated person, has a right to vote or direct the voting of any of the Company’s securities;

◦any rights to dividends on Company shares owned beneficially by the proposing shareholder and any associated person that are separated or separable from the underlying Company shares;

◦any proportionate interest in Company shares or any derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the proposing shareholder, the beneficial owner or any associated person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager or managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity; and

◦any performance-related fees (other than an asset-based fee) that the proposing shareholder, the beneficial owner or any associated person is entitled to based on the increase or decrease in the value of Company shares or derivative instruments;

•expand the scope of disclosures required by a proposing shareholder seeking to bring a director nomination (“shareholder nominee”) to include:

◦the name, age, business address and, if known, residence address of each shareholder nominee for whom the proposing shareholder is proposing or intends to solicit proxies and of each shareholder nominee who would be presented for election at the annual meeting in the event of a need to change the proposing shareholders’ original slate; and

◦a representation as to whether the proposing shareholder, the beneficial owner or any associated person intends to solicit proxies in support of director nominees other than individuals nominated by the Board of Directors (“board nominees”) in compliance with the requirements of Rule 14a-19(b) under the Securities Exchange Act of 1934 (the “Exchange Act”);

•clarify that, in addition to complying with the advance notice provisions in the Bylaws, each proposing shareholder, each beneficial owner on whose behalf a nomination or other proposal is being made and any associated person must also comply with all applicable requirements of the Company’s Articles of Incorporation, the Bylaws and state and federal law, including the Exchange Act, with respect to any such nomination, such other proposal or the solicitation of proxies with respect thereto;

•provide that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white;

•provide that (a) no shareholder, any beneficial owner on whose behalf the nomination if being made or associated person may solicit proxies in support of any nominees other than board nominees unless such shareholder and associated person complies with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Company of notices required thereunder in a timely manner, and (b) if such shareholder, beneficial owner or associated person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then the Company will disregard any proxies or votes solicited for such shareholder’s nominees;

•provide that, if any shareholder, beneficial owner or associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder or associated person must deliver to the Company, upon its request, reasonable evidence that such shareholder or associated person has met the requirements of Rule 14a-19 under the Exchange Act no later than five business days prior to the applicable meeting;

•for annual meetings where the date has not been changed by more than 30 days from the one year anniversary of the prior year’s annual meeting, require advance notice of shareholder proposals (outside of the Exchange Act’s 14a-8 procedures) and director nominations to be received not later than 120 days before the one-year anniversary of the date of mailing the notice of the preceding year’s annual meeting of shareholders;

•require shareholder nominees and board nominees to provide any certain specified information as set forth in the Bylaws, including any additional information necessary to permit the Board to determine the nominee’s independence;

•add provisions regarding the organization of shareholder meetings;

•change the term “Chairman” to “Chair” throughout; and

•make various other updates, including technical, clarifying, ministerial and conforming changes.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which was filed as Exhibit 3.2 to this Form 10-Q and is incorporated herein by reference.

Item 6. Exhibits


Exhibit Number			Description

3.1			Articles of Incorporation as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798).

3.2			Bylaws – as amended (Filed Herewith).

10.1			American Woodmark Corporation 2023 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed with the Commission on June 27, 2023 (Commission File No. 000-14798)).

10.2			Form of Grant Letter used in connection with the grant of a supplemental long-term incentive award effective September 5, 2023 under the American Woodmark Corporation 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report filed with the Commission on September 6, 2023 (Commission File No. 000-14798)).

31.1			Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

31.2			Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).

32.1			Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).

101			Interactive Data File for the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 31, 2023 formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).

104			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

AMERICAN WOODMARK CORPORATION

(Registrant)


			/s/ Paul Joachimczyk
			Paul Joachimczyk
			Senior Vice President and Chief Financial Officer

			Date: November 30, 2023
			Signing on behalf of the registrant and
			as principal financial and accounting officer

EXHIBIT 3.2

BYLAWS OF
AMERICAN WOODMARK CORPORATION

AMENDED AND RESTATED
Effective November 29, 2023

ARTICLE I.
SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the fourth Thursday in August of each year beginning at 9:00 a.m., or at such other time on such other date in each year as may be designated by resolution of the Board of Directors from time to time for the purpose of electing Directors and conducting such other business as may properly come before the meeting.

At each annual meeting of shareholders, only such business shall be conducted as is proper to consider and has been brought before the meeting (i) pursuant to the Corporation’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by a shareholder who is a shareholder of record of a class of shares entitled to vote on the business such shareholder is proposing and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for determining the shareholders entitled to vote at such annual meeting, and who complies with the notice procedures set forth in this Section.

In addition to any other applicable requirements, in order to bring before an annual meeting of shareholders any business which may properly be considered, a shareholder who meets the requirements set forth in the preceding paragraph must give the Corporation timely written notice. To be timely, a shareholder’s notice must be given, either by personal delivery to the Secretary at the principal office of the Corporation or by certified United States mail, with postage prepaid, addressed to the Secretary at the principal office of the Corporation. Any such notice must be received (i) not less than 120 days before the one-year anniversary of the date of mailing the notice of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) not less than 90 days before the date of the meeting if the date of such meeting, as prescribed in these Bylaws, has been changed by more than 30 days.

Each such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented at the meeting (including the text of any proposed amendment to these Bylaws in the event that such business includes a proposal to amend these Bylaws), and the reasons for wanting to conduct such business at the meeting, (ii) the name and address, as they appear on the Corporation’s share transfer books, of the shareholder proposing such business, the name and address of any beneficial owner on whose behalf the proposal is being made and the name and address of any of their respective affiliates or associates or other parties with whom such shareholder or such beneficial owner is acting in concert (each, an “Associated Person”), (iii) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, (iv) a representation that such shareholder is a shareholder of record at the time of the giving of the notice and intends to appear in person or by proxy at the meeting to present the business specified in the notice, (v) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and

borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation (collectively, “Derivative Instruments”), the effect or intent of which is to mitigate loss to, manage risk or benefit share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (vi) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the proposal is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (vii) any rights to dividends on the shares of the Corporation owned beneficially by the shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation, (viii) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder, the beneficial owner or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (ix) any performance-related fees (other than an asset-based fee) that the shareholder, the beneficial owner or any Associated Person is entitled to based on the increase or decrease in the value of shares of the Corporation or Derivative Instruments, (x) any material interest which the shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, may have in such business, and (xi) any other information as reasonably requested by the Corporation. The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the annual meeting of shareholders and (z) as of the date that is 10 days prior to the annual meeting of shareholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the secretary of the Corporation at the Corporation’s principal executive offices. The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the business proposed for the meeting after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to present such business, such proposal shall be disregarded and such business shall not be transacted, notwithstanding that the Corporation may have received proxies in respect of such vote.

In addition to the other requirements of this Section with respect to any business proposed by a shareholder to be made at a meeting, each shareholder, any beneficial owner on whose behalf the proposal is being made and any Associated Person shall also comply with all applicable requirements of the Articles of Incorporation, these Bylaws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto.

The Chair of the meeting may dismiss any business that a shareholder attempts to bring before an annual meeting without complying with the foregoing procedure. The foregoing provisions are not applicable to shareholder nominations of Directors, the process for which is set forth in Article II.

The Secretary shall deliver each shareholder’s notice that has been timely received to the Chair of the Board or a committee designed by the Board of Directors for review.

Notwithstanding the foregoing provisions of this Section, a shareholder seeking to have a proposal included in the Corporation’s proxy statement for an annual meeting of shareholders shall comply with the requirements of Regulation 14A under the Exchange Act, or with any successor regulation. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chair of the Board of Directors (the “Chair”), the Chief Executive Officer or the Board of Directors. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia unless otherwise prescribed by statute, as the place of meeting of shareholders for any annual meeting or for any special meeting; provided, however, that the Board of Directors may, in its sole discretion, determine that (a) the meeting shall not be held at any place and shall instead be held solely by means of remote communication as provided under the Virginia Stock Corporation Act (“VSCA”), or (b) the meeting shall be held in a hybrid setting allowing for a physical place for the meeting and attendance via remote communication if and as allowed under the VSCA. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of each meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting (except when a different time is required in these Bylaws or by law), either personally or by mail, telecopy or any other form of communication permitted by applicable law or by private courier, by or at the direction of the Chair, the Chief Executive Officer, the Board of Directors or the Secretary to each shareholder of record entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. If the purpose for which a shareholders meeting is called is to act on an amendment to the Articles of Incorporation, a plan of merger, share exchange, domestication or entity conversion, a proposed sale of assets contemplated by Section 13.1-724 of the VSCA, or the dissolution of the Corporation, notice shall be delivered not less than twenty-five (25) nor more than sixty (60) days before the meeting date to all shareholders of the Corporation, whether or not entitled to vote. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting.

Notwithstanding the foregoing, no notice of a shareholders’ meeting need be given to a shareholder if (i) an annual report and proxy statements for two consecutive annual meetings of shareholders, or (ii) all, and at least two, checks in payment of dividends or interest on securities during a twelve-month period, have been sent by first-class United States mail, with postage prepaid, addressed to the shareholder at the shareholder’s address as it appears on the share transfer books of the Corporation, and returned undeliverable. The obligation of the Corporation to give

notice of shareholders’ meetings to any such shareholder shall be reinstated once the Corporation has received a new address for such shareholder for entry on its share transfer books.

If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting unless a court provides otherwise.

SECTION 5. Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive any dividend or for any purpose, the Board of Directors may fix, in advance, a record date or dates for any such determination of shareholders, such date or dates in any case to be not more than seventy (70) days before the meeting or action requiring such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date or dates, which shall be required if the meeting is adjourned to a date more than one-hundred twenty (120) days after the date of the original meeting. The record date for a shareholders’ meeting fixed by the Board of Directors shall be the record date for determining shareholders entitled to both notice of and to vote at the shareholders’ meeting, unless the Board of Directors, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting.

SECTION 6. Quorum. Unless otherwise required by law or the Articles of Incorporation, a majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date or dates are or shall be set for that adjourned meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

SECTION 7. Proxies. At all meetings of shareholders, a shareholder may vote the shareholder’s shares in person or by proxy. A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by any other means authorized by the Virginia Stock Corporation Act or other applicable law. Such proxy shall be effective when received by the inspector(s) of elections or other officer or agent of the Corporation authorized to tabulate votes. Such proxy shall be valid for eleven (11) months from the date of its execution, unless otherwise provided in the proxy. An appointment of a proxy is revocable unless the appointment form states that it is irrevocable and the appointment is coupled with an interest. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

SECTION 8. Voting of Shares. If a quorum exists, action on a matter, other than the election of directors, is approved if the number of votes cast favoring the action exceed the number of votes cast opposing the action unless a greater number of affirmative votes is required by law or by the Board of Directors or other person proposing the matter or is otherwise required by the Articles of Incorporation or these Bylaws. The vote required in the election of directors shall be as provided in Section 4 of Article II.

SECTION 9. Organization and Order of Business.

(a) The Chair shall serve as chair at all meetings of the shareholders. In the absence of the Chair or if the Chair declines to serve, the chair of the meeting shall be designated by the Board of Directors. The Secretary or, in the Secretary’s absence, an Assistant Secretary shall act as secretary at all meetings of the shareholders. In the event that neither the Secretary nor an Assistant Secretary is present, the chair of the meeting may appoint any person to act as secretary of the meeting.

(b) The chair of the meeting shall have the authority to make such rules and regulations, to establish such procedures and to take such steps as the chair deems necessary or desirable for the proper conduct of each meeting of the shareholders, including, without limitation, the authority to make the agenda and to establish procedures for (i) dismissing business not properly presented, (ii) maintaining order and safety, (iii) placing limitations on the time allotted to questions or comments on the affairs of the Corporation, (iv) placing restrictions on attendance at a meeting by persons or classes of persons who are not shareholders or their proxies, (v) restricting entry to a meeting after the time prescribed for the commencement thereof, (vi) commencing, conducting and closing voting on any matter and (vii) adjourning the meeting to be reconvened at a later date.

ARTICLE II.

BOARD OF DIRECTORS

SECTION 1. General Powers. The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

SECTION 2. Number, Tenure and Qualification. The number of directors of the Corporation shall be eight. Directors shall be elected for terms that expire at the next annual meeting of shareholders following their election. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor shall have been elected and duly qualified, until there is a decrease in the number of directors or until removed by the shareholders, whichever event first occurs.

SECTION 3. Nomination of Directors. Nominations for the election of directors at any annual meeting of shareholders may be made (a) by the Board of Directors or any committee designated by the Board of Directors (each such nominee, a “Board Nominee”), or (b) by any shareholder who is a shareholder of record of a class of shares entitled to vote in the election of directors at the applicable meeting of shareholders and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for determining the shareholders entitled to vote at the applicable meeting (each such nominee, a “Shareholder Nominee”). However, such a shareholder may nominate one or more persons for election as directors only if written notice of such shareholder’s intent to make such nomination or nominations is submitted in writing, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation and is received at the Corporation’s principal executive offices not later than, (i) 120 days before the one-year anniversary of the date of mailing the notice of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) 90 days before the date of the annual meeting if the date of such annual meeting, as prescribed in these Bylaws, has been changed by more than 30 days.

Each such shareholder’s notice shall set forth: (i) the name and address, as they appear on the Corporation’s share transfer books, of the shareholder giving the notice, the name and address of any beneficial owner on whose behalf the nomination is being made and the name and address of any Associated Person; (ii) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such shareholder and any beneficial owner on whose behalf the notice is given and any Associated Person, (iii) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting at the time of giving of the notice and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of any Derivative Instrument that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (v) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the nomination is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (vi) any rights to dividends on the shares of the Corporation owned beneficially by the shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation, (vii) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder, the beneficial owner or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (viii) any performance-related fees (other than an asset-based fee) that the shareholder, the beneficial owner or any Associated Person is entitled to based on the increase or decrease in the value of shares of the Corporation or Derivative Instruments, (ix) a description of all agreements, arrangements and understandings between such shareholder or such beneficial owner or any Associated Person and each Shareholder Nominee with respect to such Shareholder Nominee’s service or duties as a nominee or director of the Corporation, including any direct or indirect confidentiality, compensation, reimbursement or indemnification arrangement in connection with such Shareholder Nominee’s service or action as a nominee or director or any commitment or assurance as to how such Shareholder Nominee will act or vote on any matter, (x) the information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such shareholder and any beneficial owner on whose behalf the notice is given, and (xi) any other information as reasonably requested by the Corporation.

Each such shareholder’s notice pursuant to this Section shall also set forth:

(i) the name, age, business address and, if known, residence address of each Shareholder Nominee for whom the shareholder is proposing or intends to solicit proxies and of each Shareholder Nominee who would be presented for election at the annual meeting in the event of a need to change the shareholder’s original slate, (ii) the principal occupation or employment of each Shareholder Nominee, (iii) the class and number of shares of stock of the Corporation that are owned beneficially and of record by each Shareholder Nominee, (iv) any other information relating to each Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of

directors or is otherwise required to be disclosed under the VSCA or applicable listing standards of the primary exchange on which the Corporation’s capital stock is listed or by the rules and regulations of the U.S. Securities and Exchange Commission promulgated under the Exchange Act, including any proxy statement filed pursuant thereto (in each case, assuming the election is contested), (v) a representation as to whether the shareholder, the beneficial owner, if any, or any Associated Person intends to solicit proxies in support of director nominees other than Board Nominees in compliance with the requirements of Rule 14a-19(b) under the Exchange Act, including a statement that the shareholder, the beneficial owner, if any, or any Associated Person intends to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote in the election of directors, and (vi) the written consent of such Shareholder Nominee to be named in proxy statements as a nominee and to serve as a director if elected for the full term.

The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the meeting of shareholders and (z) as of the date that is 10 calendar days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the Corporation’s principal offices.

In addition to the other requirements of this Section with respect to any nomination proposed by a shareholder to be made at a meeting, each shareholder, any beneficial owner on whose behalf the nomination is being made and any Associated Person shall also comply with all applicable requirements of the Articles of Incorporation, these Bylaws and state and federal law, including the Exchange Act (including Rule 14a-19 thereunder), with respect to any such nomination or the solicitation of proxies with respect thereto. In addition to the other requirements of this Section, unless otherwise required by law, (i) no shareholder, beneficial owner or Associated Person shall solicit proxies in support of any nominees other than Board Nominees unless such shareholder, beneficial owner and Associated Person have complied with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner, and (ii) if such shareholder, beneficial owner or Associated Person (1) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (2) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such shareholder’s nominees. Upon request by the Corporation, if any shareholder, beneficial owner or Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder, beneficial owner or Associated Person shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that such shareholder, beneficial owner or Associated Person has met the requirements of Rule 14a-19 under the Exchange Act.

The foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the person or persons specified in the notice for election as director after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. The Secretary shall deliver each shareholder’s notice under this Section that has been timely received to the Board or a committee designated by the Board for review.

Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to nominate the individual set forth in the shareholder’s notice of nomination

as a director, such nomination shall be disregarded, notwithstanding that the Corporation may have received proxies in respect of such vote.

In addition to the information required to be provided by shareholders pursuant to this Section, each Shareholder Nominee shall provide to the Secretary the following information:

(i) a completed copy of the Corporation’s form of director’s questionnaire and a written consent of the Shareholder Nominee to the Corporation following such processes for evaluation of such nominee as the Corporation follows in evaluating any person being considered for nomination to the Board of Directors, as provided by the Secretary; (ii) the Shareholder Nominee’s agreement to comply with the Corporation’s various corporate governance policies applicable to directors, as provided by the Secretary; (iii) written confirmation that the Shareholder Nominee (A) does not have, and will not have or enter into, any agreement, arrangement or understanding as to how he or she will vote on any matter, if elected as a director of the Corporation, and (B) is not a party to, and will not become a party to, any agreement, arrangement or understanding with any person or entity, including any direct or indirect compensation, reimbursement or indemnification arrangement with any person or entity other than the Corporation in connection with such nominee’s service or action as a director of the Corporation the terms of which have not been fully disclosed in advance to the Secretary; (iv) written disclosure of any transactions between the shareholder and the Shareholder Nominee within the preceding five years; and (v) any additional information as necessary to permit the Board to determine if each Shareholder Nominee is independent under applicable listing standards with respect to service on the Board or any committee thereof, under any applicable rules of the SEC, and under any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence and qualifications of the Corporation’s directors.

Notwithstanding anything in the Bylaws to the contrary, no nomination for the election of a director shall be considered and voted upon at a meeting except in accordance with the procedures set forth in this Section. The chair of a meeting shall, if the facts warrant, determine that a nomination for the election of a director was not brought before the meeting in accordance with the procedures prescribed by this Section. If the chair of the meeting should so determine, he or she shall so declare to the meeting, and the nomination for the election of such director not properly brought before the meeting shall not be considered and voted upon.

SECTION 4. Election. Except as provided in Section 13 of this Article II, directors shall be elected by the holders of the common shares at each annual meeting of shareholders or at a special meeting called for such purpose. Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting of shareholders for the election of directors at which a quorum is present; provided, that if it is determined that the number of persons properly nominated to serve as elected directors of the Corporation exceeds the number of directors to be elected (a contested election), the directors shall be elected by a plurality of the votes of the shares represented at the meeting and entitled to vote on the election of directors. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director.

In order for any incumbent director to be a nominee for continued service on the Board of Directors he or she must submit an irrevocable offer of resignation, contingent on failing to receive a majority of the votes cast in an uncontested election. Following an uncontested election, if a nominee who is an incumbent director does not receive a majority of the votes cast, the committee of the Board of Directors responsible for nominating and governance matters shall consider, and recommend to the Board of Directors, whether to accept or reject the offer of resignation. Within 90 days following certification of the election results, the Board of Directors shall act on the offered

resignation. In determining whether or not to accept the offered resignation, the Board of Directors shall consider any recommendation of the committee of the Board of Directors responsible for nominating and governance matters, the factors considered by that committee and any additional information and factors that the Board of Directors believes to be relevant. The Board of Directors will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a press release to be disseminated in the manner that the Corporation’s press releases typically are distributed.

An incumbent director who fails to receive a sufficient vote for reelection shall not participate in the deliberations or decisions of the committee of the Board of Directors responsible for nominating and governance matters, or the Board of Directors, regarding such director’s resignation. However, if each member of the committee of the Board of Directors responsible for nominating and governance matters fails to receive a sufficient vote for reelection, then the independent directors who did receive a sufficient vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them. In addition, if the only directors who did receive a sufficient vote for reelection in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept or reject the resignation offers.

If the submitted resignation is not accepted by the Board of Directors, the director, despite the expiration of his or her term, shall continue to serve until his or her successor shall have been elected and duly qualified or until there is a decrease in the number of directors. If a director’s resignation is accepted by the Board of Directors, or if a nominee for director is not elected by the shareholders, then the Board of Directors, in its sole discretion, may fill any resulting vacancy in accordance with Section 13 of this Article II.

No individual shall be named or elected as a director without such individual’s prior consent.

SECTION 5. Regular Meetings. The Board of Directors may adopt a schedule of meetings, which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chair, the Chief Executive Officer or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair, the Chief Executive Officer, the Board of Directors or any two directors and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as such person or persons calling the meeting shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation.

SECTION 7. Notice. No notice need be given of regular meetings of the Board of Directors. Notice of any special meeting shall be given at least six (6) hours before the meeting in person or delivered to his or her residence or business address (or such other place as the director may have directed in writing) by mail, messenger, telecopy, telegraph, email or any other form of communication permitted by applicable law or by telephoning such notice to the director. Any such notice may be oral or written and shall set forth the date, time and place of the meeting and shall state the purpose for which the meeting is called.

SECTION 8. Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than

such majority is present at a meeting, a majority of the directors then present may adjourn the meeting from time to time without further notice.

SECTION 9. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects, at the beginning of the meeting or promptly upon arrival, to holding the meeting or transacting specified business at the meeting or (ii) the director votes against or abstains from the action taken.

SECTION 10. Participation in Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 11. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if one or more written consents describing the action is signed by each director before or after such action is taken and included in the minutes or filed with the corporate records. Action taken under this Section shall be effective when the last director signs the consent unless the consent specifies a different effective date in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.

SECTION 12. Removal. The shareholders may remove one or more directors with or without cause. Unless the Articles of Incorporation require a greater vote, a director may be removed if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors. A director may be removed by the shareholders only at a meeting called for the purpose of removing such director and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.

SECTION 13. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. The term of a director elected by the Board of Directors to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 14. Compensation. The directors shall receive such compensation for their services as directors and as members or chair of any committee appointed by the Board as may be prescribed by the Board of Directors and shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.

SECTION 15. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Unless otherwise provided in these Bylaws, each committee shall have two or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it shall be approved by the greater of (i) a majority of all of the directors in office when action is taken, or (ii) the number of directors required by the Articles of Incorporation or these Bylaws to take action. The provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice,

and quorum and voting requirements of the Board of Directors shall apply to committees of directors and their members as well.

SECTION 16. Chair of the Board. The Chair, if one is designated by the Board of Directors, shall preside at all meetings of the Board and perform such other duties as the Board shall assign from time to time. In the absence of the Chair, the chair of the meeting shall be designated by the Board of Directors.

SECTION 17. Secretary of Meetings. The Secretary or an Assistant Secretary shall act as secretary of meetings of the Board. In the absence of the Secretary or an Assistant Secretary, the chair of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE III.

OFFICERS

SECTION 1. Number. The officers of the Corporation shall include a President and a Secretary and may include a Chair of the Board, one or more Vice Presidents, a Treasurer and such other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. The Board of Directors shall designate a Chief Executive Officer and a Chief Financial Officer of the Corporation. One person may hold two or more offices, except those of Chief Executive Officer and Secretary.

SECTION 2. Election and Term of Office. The Board of Directors shall elect the Chair of the Board, if there is one, the President, the Secretary and such other officers as the Board of Directors shall, in its discretion, determine. The Chief Executive Officer may, from time to time, appoint other officers. The action of the Chief Executive Officer in appointing officers shall be reported to the Board of Directors no later than the next regular meeting of the Board of Directors after it is taken. Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or resignation or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer, employee or agent may be removed by the Board of Directors with or without cause whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer or assistant officer, if appointed by the Chief Executive Officer, may likewise be removed by the Chief Executive Officer. Such action shall be reported to the next regular meeting of the Board of Directors after it is taken. Election or appointment of an officer, employee or agent shall not of itself create contract rights.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 5. President. In the absence of the Chief Executive Officer or in the event of his or her death, resignation, removal or inability or refusal to act, and unless and until the Board designates an interim or acting Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President

shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.

SECTION 6. Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep or cause to be kept full and accurate books of account. Whenever required by the Board of Directors or the Chief Executive Officer, the Chief Financial Officer shall render financial statements showing all transactions of the Corporation and the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.

SECTION 7. Secretary. The Secretary, or an Assistant Secretary, shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation, if any; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such officer by the Chief Executive Officer or by the Board of Directors.

SECTION 8. Duties of Other Officers. The other officers of the Corporation, which may include Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, a Treasurer, Assistant Treasurers, a Controller or Assistant Controllers, and Assistant Secretaries shall have such authority and perform such duties as shall be prescribed by the Board of Directors or the Chief Executive Officer. To the extent that such duties are not so stated, such officers shall have such authority and perform the duties which generally pertain to their respective offices, subject to the direction of the Chief Executive Officer or the Board of Directors.

SECTION 9. Voting Securities of Other Corporations. Unless otherwise provided by the Board of Directors, each of the Chief Executive Officer, President and Chief Financial Officer, in the name and on behalf of the Corporation, may appoint from time to time himself or herself or any other person (or persons) proxy, attorney or agent for the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder, member or otherwise in any other corporation, partnership or other legal entity, domestic or foreign, whose stock, interests or other securities are held by the Corporation, or to consent in writing to any action by such other entity, or to exercise any or all other powers of this Corporation as the holder of the stock, interests or other securities of such other entity. Each of the Chief Executive Officer, President and Chief Financial Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation and under its corporate seal such written proxies, consents, waivers, or other instruments as may be deemed necessary or proper. Each of the Chief Executive Officer, President and Chief Financial Officer may attend any meeting of the holders of stock, interests or other securities of any such other entity and vote or exercise any or all other powers of this Corporation as the holder of the stock, interest or other securities of such other entity.

SECTION 10. Compensation. The Board of Directors or a committee of the Board of Directors shall fix the compensation of the executive officers of the Corporation, including the Chief Executive Officer.

SECTION 11. Contracts. Each of the Chief Executive Officer, President and Chief Financial Officer (each an “Authorized Officer”), and any officer(s), employee(s) or agent(s) of the Corporation any such Authorized Officer may designate, may enter into any deed, mortgage, deed of trust, note, lease, contract or agreement (collectively “Contracts”) and execute and deliver any instrument in the name and on behalf of the Corporation. The Board of

Directors may authorize any other officer(s), employee(s) or agent(s), of the Corporation to enter into any Contracts or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IV.

SHARE CERTIFICATES

SECTION 1. Certificates for Shares. Shares of the Corporation, when fully paid, shall be evidenced by certificates containing such information as is required by law and in such form as approved by the Board of Directors. When issued, such certificates shall be signed by the Chief Executive Officer, President or Chief Financial Officer and the Secretary or an Assistant Secretary and may (but need not) be sealed with the seal of the Corporation. The seal of the Corporation and any or all of the signatures on a share certificate may be facsimile. If any officer, transfer agent or registrar who signed, or whose facsimile signature has been written, printed or stamped on, a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate shall be as valid as though such individual were such officer, transfer agent or registrar at the date of issue.

Alternatively, the Board of Directors may authorize the issuance of some or all shares without certificates. In such event, within a reasonable time after issuance, the Corporation shall mail to the shareholder a written confirmation of its records with respect to such shares containing the information required by law.

SECTION 2. Transfer; Restrictions on Transfer. The Board of Directors may make rules and regulations concerning the issue, registration and transfer of shares and/or certificates representing the shares of the Corporation. Transfer of shares of the Corporation, and/or certificates representing such shares, shall be made on the share transfer books of the Corporation by the holder of record thereof or by the shareholder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the shareholder’s attorney-in-fact thereunto authorized by power-of-attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate representing such shares, if any, accompanied by written assignments given by such record shareholder, legal representative or attorney-in-fact.

SECTION 3. Transfer Agents and Registrar. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

SECTION 4. Lost or Destroyed Share Certificates. The Corporation may issue a new share certificate or a written confirmation of its records with respect to shares in the place of any certificate theretofore issued which is alleged to have been lost or destroyed, and may require the owner of such certificate, or such owner’s legal representative, to give the Corporation a bond, with or without surety, or such other agreement, undertaking or security as the Board of Directors shall determine is appropriate, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of the former certificate or the issuance of any such new certificate.

SECTION 5. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of the Corporation as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall

not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

ARTICLE V.

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of May of each year and end on the last day of April in such year. The Board of Directors shall have power to fix and to change the fiscal year of the Corporation.

ARTICLE VI.

CORPORATE SEAL

The Corporation may, but need not, have a corporate seal, which may be altered at will, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The failure to affix a seal shall not affect the validity of any instrument.

ARTICLE VII.

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the VSCA, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Such waiver shall be delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.

A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE VIII.

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors. Bylaws adopted by the Board of Directors may be repealed or changed or new bylaws adopted by the shareholders, and the shareholders may prescribe that any bylaw adopted by them may not be altered, amended or repealed by the Board of Directors.

Exhibit 31.1

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, M. Scott Culbreth, certify that:

1.I have reviewed this report on Form 10-Q of American Woodmark Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ M. Scott Culbreth
M. Scott Culbreth
President and Chief Executive Officer
(Principal Executive Officer)
November 30, 2023

Exhibit 31.2

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Paul Joachimczyk, certify that:

1.I have reviewed this report on Form 10-Q of American Woodmark Corporation;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Paul Joachimczyk
Paul Joachimczyk
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: November 30, 2023

Exhibit 32.1

CERTIFICATION

The undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.The Quarterly Report on Form 10-Q of American Woodmark Corporation (the “Company”) for the quarter ended October 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 30, 2023			/s/ M. Scott Culbreth
			M. Scott Culbreth
			President and Chief Executive Officer
			(Principal Executive Officer)

Date: November 30, 2023			/s/ Paul Joachimczyk
			Paul Joachimczyk
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)

Cover Page - shares	6 Months Ended
Cover Page - shares	Oct. 31, 2023	Nov. 29, 2023
Cover [Abstract]
Entity Central Index Key	0000794619
Current Fiscal Year End Date	--04-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2023
Document Transition Report	false
Entity File Number	000-14798
Entity Registrant Name	American Woodmark Corp
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1138147
Entity Address, Address Line One	561 Shady Elm Road,
Entity Address, City or Town	Winchester,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22602
City Area Code	540
Local Phone Number	665-9100
Title of 12(b) Security	Common Stock
Trading Symbol	AMWD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,026,398

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Oct. 31, 2023	Apr. 30, 2023
Current assets
Cash and cash equivalents	$ 96,381	$ 41,732
Customer receivables, net	120,742	119,163
Inventories	162,062	190,699
Prepaid expenses and other	22,880	16,661
Total current assets	402,065	368,255
Property, plant and equipment, net	235,172	219,415
Operating lease right-of-use assets	94,601	99,526
Intangible Assets, Net (Excluding Goodwill)	7,611	30,444
Goodwill	767,612	767,612
Promotional displays, net	4,594	6,970
Deferred Tax Assets, Net of Valuation Allowance	1,470	1,469
Other assets	20,980	25,107
TOTAL ASSETS	1,534,105	1,518,798
Current liabilities
Accounts payable	59,352	63,915
Current maturities of long-term debt	2,269	2,263
Short-term lease liability - operating	25,775	24,778
Accrued compensation and related expenses	53,078	49,953
Accrued marketing expenses	17,963	12,528
Other accrued expenses	23,052	24,687
Total current liabilities	181,489	178,124
Long-term debt, less current maturities	370,930	369,396
Deferred Income Tax Liabilities, Net	7,275	11,930
Long-term lease liability - operating	74,995	81,370
Other long-term liabilities	3,836	4,190
Shareholders' equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	0	0
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at October 31, 2023: 16,026,398; at April 30, 2023: 16,635,295	362,057	370,259
Retained earnings	523,223	493,157
Accumulated Other Comprehensive Income (Loss), Net of Tax	10,300	10,372
Total shareholders' equity	895,580	873,788
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 1,534,105	$ 1,518,798

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Oct. 31, 2023	Apr. 30, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Common stock, no par value (in usd per share)	$ 0	$ 0
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	16,026,398	16,635,295
Common stock, shares outstanding	16,026,398	16,635,295

Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Income Statement [Abstract]
Net sales	$ 473,867	$ 561,499	$ 972,122	$ 1,104,392
Cost of sales and distribution	370,708	462,765	759,354	918,911
Gross Profit	103,159	98,734	212,768	185,481
Selling and marketing expenses	22,685	24,651	47,045	50,417
General and administrative expenses	35,036	32,101	70,630	62,281
Restructuring charges, net	(26)	0	(198)	0
Operating Income	45,464	41,982	95,291	72,783
Interest expense, net	1,953	4,422	4,390	8,475
Pension settlement, net	0	(6)	0	(245)
Other expense (income), net	3,050	(897)	1,975	(671)
Income Before Income Taxes	40,461	38,463	88,926	65,224
Income tax expense	10,120	9,679	20,735	16,370
Net Income	$ 30,341	$ 28,784	$ 68,191	$ 48,854
Weighted Average Shares Outstanding
Basic (in shares)	16,322,069	16,614,677	16,406,239	16,599,136
Diluted (in shares)	16,420,760	16,657,454	16,505,266	16,638,741
Net earnings per share
Basic (in usd per share)	$ 1.86	$ 1.73	$ 4.16	$ 2.94
Diluted (in usd per share)	$ 1.85	$ 1.73	$ 4.13	$ 2.94

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 30,341	$ 28,784	$ 68,191	$ 48,854
Other comprehensive income, net of tax:
Change in Cash flow hedges (swap), net of deferred taxes (benefit) of $(335) and $1,783, and $(24) and $1,350 for the three- and six-months ended October 31, 2023 and 2022, respectively	(986)	5,265	(72)	3,987
Total Comprehensive Income	$ 29,355	$ 34,049	$ 68,119	$ 52,841

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Cash Flow Hedging
Change In Pension Benefits And Derivative Hedging Activities [Line Items]
Other comprehensive income, deferred tax	$ (335)	$ 1,783	$ (24)	$ 1,350

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	COMMON STOCK	RETAINED EARNINGS	ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of period (shares) at Apr. 30, 2022		16,570,619
Balance at beginning of period at Apr. 30, 2022	$ 772,883	$ 363,224	$ 399,434	$ 10,225
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	20,070		20,070
Other comprehensive loss, net of tax	(1,278)			(1,278)
Stock-based compensation	1,635	$ 1,635
Exercise of stock-based compensation awards, net of amounts withheld for taxes (shares)		25,908
Exercise of stock-based compensation awards, net of amounts withheld for taxes	(772)	$ (772)
Balance at end of period (shares) at Jul. 31, 2022		16,596,527
Balance at end of period at Jul. 31, 2022	792,538	$ 364,087	419,504	8,947
Balance at beginning of period (shares) at Apr. 30, 2022		16,570,619
Balance at beginning of period at Apr. 30, 2022	772,883	$ 363,224	399,434	10,225
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	48,854
Balance at end of period (shares) at Oct. 31, 2022		16,621,827
Balance at end of period at Oct. 31, 2022	829,179	$ 366,679	448,288	14,212
Balance at beginning of period (shares) at Jul. 31, 2022		16,596,527
Balance at beginning of period at Jul. 31, 2022	792,538	$ 364,087	419,504	8,947
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	28,784		28,784
Other comprehensive loss, net of tax	5,265			5,265
Stock-based compensation	1,754	$ 1,754
Exercise of stock-based compensation awards, net of amounts withheld for taxes (shares)		8,200
Exercise of stock-based compensation awards, net of amounts withheld for taxes	0	$ 0
Employee benefit plan contributions (shares)		17,100
Employee benefit plan contributions	838	$ 838
Balance at end of period (shares) at Oct. 31, 2022		16,621,827
Balance at end of period at Oct. 31, 2022	$ 829,179	$ 366,679	448,288	14,212
Balance at beginning of period (shares) at Apr. 30, 2023	16,635,295	16,635,295
Balance at beginning of period at Apr. 30, 2023	$ 873,788	$ 370,259	493,157	10,372
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	37,850		37,850
Other comprehensive loss, net of tax	914			914
Stock-based compensation	2,247	$ 2,247
Exercise of stock-based compensation awards, net of amounts withheld for taxes (shares)		55,092
Exercise of stock-based compensation awards, net of amounts withheld for taxes	(1,830)	$ (1,830)
Stock repurchases (shares)		(328,295)
Stock repurchases	(22,280)	$ (6,565)	(15,715)
Employee benefit plan contributions (shares)		50,786
Employee benefit plan contributions	3,676	$ 3,676
Balance at end of period (shares) at Jul. 31, 2023		16,412,878
Balance at end of period at Jul. 31, 2023	$ 894,365	$ 367,787	515,292	11,286
Balance at beginning of period (shares) at Apr. 30, 2023	16,635,295	16,635,295
Balance at beginning of period at Apr. 30, 2023	$ 873,788	$ 370,259	493,157	10,372
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 68,191
Balance at end of period (shares) at Oct. 31, 2023	16,026,398	16,026,398
Balance at end of period at Oct. 31, 2023	$ 895,580	$ 362,057	523,223	10,300
Balance at beginning of period (shares) at Jul. 31, 2023		16,412,878
Balance at beginning of period at Jul. 31, 2023	894,365	$ 367,787	515,292	11,286
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	30,341		30,341
Other comprehensive loss, net of tax	(986)			(986)
Stock-based compensation	2,155	$ 2,155
Exercise of stock-based compensation awards, net of amounts withheld for taxes (shares)		7,740
Exercise of stock-based compensation awards, net of amounts withheld for taxes	0	$ 0
Stock repurchases (shares)		(394,220)
Stock repurchases	$ (30,295)	$ (7,885)	(22,410)
Balance at end of period (shares) at Oct. 31, 2023	16,026,398	16,026,398
Balance at end of period at Oct. 31, 2023	$ 895,580	$ 362,057	$ 523,223	$ 10,300

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
OPERATING ACTIVITIES
Net income	$ 68,191	$ 48,854
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	46,226	47,598
Net loss on disposal of property, plant and equipment	1,593	214
Reduction in the carrying amount of operating lease right-of-use assets	14,401	13,455
Amortization of debt issuance costs	423	432
Unrealized (gain) loss on foreign exchange forward contracts	(2,101)	580
Stock-based compensation expense	4,402	3,389
Deferred income taxes	(4,649)	(5,237)
Pension settlement, net	0	(245)
Contributions of employer stock to employee benefit plan	3,676	838
Other non-cash items	574	3,552
Changes in operating assets and liabilities:
Customer receivables	(1,901)	1,078
Income taxes	(6,412)	(1,258)
Inventories	27,649	(27,747)
Prepaid expenses and other assets	(55)	(9,211)
Accounts payable	(5,763)	(26,048)
Accrued compensation and related expenses	3,154	13,996
Operating lease liabilities	(14,854)	(13,490)
Marketing and other accrued expenses	4,966	5,836
Net cash provided by operating activities	143,722	55,426
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(33,309)	(9,535)
Proceeds from sales of property, plant and equipment	5	21
Investment in promotional displays	(533)	(1,452)
Net cash used by investing activities	(33,837)	(10,966)
FINANCING ACTIVITIES
Payments of long-term debt	(1,278)	(21,178)
Repurchase of common stock	52,128	0
Withholding of employee taxes related to stock-based compensation	(1,830)	(773)
Net cash used by financing activities	(55,236)	(21,951)
Net increase in cash and cash equivalents	54,649	22,509
Cash and cash equivalents, beginning of period	41,732	22,325
Cash and cash equivalents, end of period	96,381	44,834
Non-cash investing and financing activities:
Property, plant and equipment included in accounts payable at period end	1,200	247
Cash paid during the period for:
Interest	7,603	8,508
Income taxes	$ 31,711	$ 13,362

Basis of Presentation	6 Months Ended
Basis of Presentation	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended October 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2024 ("fiscal 2024"). The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023 ("fiscal 2023") filed with the U.S. Securities and Exchange Commission ("SEC"). Goodwill and Intangible Assets: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company will perform the annual assessment on the first day of the fourth quarter unless an indicator of impairment exists prior to the annual date and the Company determines it is more likely than not that the fair value of the goodwill is below its book value. In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment an entity concludes that it is more likely than not that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down by the amount that the carrying value exceeds the fair value of the reporting unit. There were no impairment charges related to goodwill for the three- and six-month periods ended October 31, 2023 and 2022. Intangible assets consist of customer relationship intangibles. The Company amortizes the cost of intangible assets over their estimated useful lives, six years, unless such lives are deemed indefinite. The Company reviews its intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges related to intangible assets for the three- and six-month periods ended October 31, 2023 and 2022. Derivative Financial Instruments: The Company uses derivatives as part of the normal business operations to manage its exposure to fluctuations in interest rates associated with variable interest rate debt and foreign exchange rates. The Company has established policies and procedures that govern the risk management of these exposures. The primary objective in managing these exposures is to add stability to interest expense, manage the Company's exposure to interest rate movements, and manage the risk from adverse fluctuations in foreign exchange rates. The Company uses interest rate swap contracts to manage interest rate exposures. The Company records derivatives in the condensed consolidated balance sheets at fair value. Changes in the fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income (loss), and subsequently reclassified into earnings in the period the hedged forecasted transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The Company also manages risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at their fair values. The Company does not designate the forward contracts as accounting hedges. The changes in the fair value of the forward contracts are recorded in other expense (income), net in the condensed consolidated statements of income. Reclassifications: Certain reclassifications have been made to prior period balances to conform to the current year presentation.

New Accounting Pronouncements	6 Months Ended
New Accounting Pronouncements	Oct. 31, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	New Accounting Pronouncements In October 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2023-06 "Disclosure Improvements", which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The ASU was issued in response to the SEC’s August 2018 Final Rule No. 33-10532, "Disclosure Update Simplification," that updated and simplified disclosure requirements that the SEC believed were “redundant, duplicative, overlapping, outdated, or superseded.” The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact that ASU 2023-06 will have on its condensed consolidated financial statements and related disclosures.

Net Earnings Per Share

6 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Net Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands, except per share amounts)	2023		2022		2023		2022
Numerator used in basic and diluted net earnings
per common share:
Net income	$	30,341	$	28,784	$	68,191	$	48,854
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,322		16,615		16,406		16,599
Effect of dilutive securities:
Stock options and restricted stock units	99		42		99		40
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	16,421		16,657		16,505		16,639
Net earnings per share
Basic	$	1.86	$	1.73	$	4.16	$	2.94
Diluted	$	1.85	$	1.73	$	4.13	$	2.94

Stock-Based Compensation

6 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

The following table summarizes the Company's stock-based compensations grants for the six-months ended October 31, 2023:


(in thousands, except per share amounts)						Stock Awards Granted
Service-based RSUs						79,778
Performance-based RSUs						155,062
Non-statutory stock options						92,340

For the three- and six-month periods ended October 31, 2023 and 2022, stock-based compensation expense was allocated as follows:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands)	2023		2022		2023		2022
Cost of sales and distribution	$	473	$	498	$	1,051	$	936
Selling and marketing expenses	476		572		1,084		1,070
General and administrative expenses	1,206		684		2,267		1,383
Stock-based compensation expense	$	2,155	$	1,754	$	4,402	$	3,389

Customer Receivables

6 Months Ended

Oct. 31, 2023

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Customer Receivables

The components of customer receivables were:


	October 31,		April 30,
(in thousands)	2023		2023
Gross customer receivables	$	131,359	$	130,655
Less:
Allowance for credit losses	(472)		(449)
Allowance for returns and discounts	(10,145)		(11,043)

Net customer receivables	$	120,742	$	119,163

Inventories

6 Months Ended

Oct. 31, 2023

Inventory, Net [Abstract]

Inventories

The components of inventories were:


	October 31,		April 30,
(in thousands)	2023		2023
Raw materials	$	68,946	$	80,953
Work-in-process	44,794		49,064
Finished goods	48,322		60,682

Total inventories	$	162,062	$	190,699

Property, Plant and Equipment

6 Months Ended

Oct. 31, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The components of property, plant and equipment were:


	October 31,		April 30,
(in thousands)	2023		2023
Land	$	4,475	$	4,475
Buildings and improvements	123,129		121,903
Buildings and improvements - finance leases	11,164		11,164
Machinery and equipment	343,341		331,146
Machinery and equipment - finance leases	31,031		29,869
Software	29,597		29,322
Construction in progress	59,199		45,710
Total property, plant and equipment	601,936		573,589
Less accumulated amortization and depreciation	(366,764)		(354,174)

Property, plant and equipment, net	$	235,172	$	219,415

Intangibles

6 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles

The components of customer relationship intangibles were:


	October 31,		April 30,
(in thousands)	2023		2023
Customer relationship intangibles	$	274,000	$	274,000
Less accumulated amortization	(266,389)		(243,556)

Total	$	7,611	$	30,444

Product Warranty

6 Months Ended

Oct. 31, 2023

Product Warranties Disclosures [Abstract]

Product Warranty

The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets:


	Six Months Ended
	October 31,
(in thousands)	2023		2022
Beginning balance at May 1	$	8,014	$	6,878

Accrual	10,465		19,022
Settlements	(11,506)		(17,360)

Ending balance at October 31	$	6,973	$	8,540

Fair Value Measurements

6 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:


	Fair Value Measurements
	As of October 31, 2023
	Level 1		Level 2		Level 3
ASSETS:

Mutual funds	$	185	$	—	$	—
Interest rate swap contracts	—		13,807		—

Total assets at fair value	$	185	$	13,807	$	—

LIABILITIES:

Foreign exchange forward contracts	$	—	$	2,101	$	—


	As of April 30, 2023
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	191	$	—	$	—
Interest rate swap contracts	—		13,885		—
Total assets at fair value	$	191	$	13,885	$	—

There were no transfers between Level 1, Level 2, or Level 3 for assets measured at fair value on a recurring basis.

Loans Payable and Long-Term Debt	6 Months Ended
Loans Payable and Long-Term Debt	Oct. 31, 2023
Debt Disclosure [Abstract]
Loans Payable and Long-Term Debt	Loans Payable and Long-Term Debt On April 22, 2021, the Company amended and restated its prior credit agreement and on January 17, 2023 the Company entered into an amendment of such agreement to transition the applicable interest rate from LIBOR to Secured Overnight Financing Rate ("SOFR"), effective January 31, 2023. The amended and restated credit agreement (the "A&R Credit Agreement") provides for a $500 million revolving loan facility with a $50 million sub-facility for the issuance of letters of credit (the "Revolving Facility") and a $250 million term loan facility (the "Term Loan Facility"). Also on April 22, 2021, the Company borrowed the entire $250 million under the Term Loan Facility and approximately $264 million under the Revolving Facility to fund, in part, the repayment in full of the amounts then outstanding under its prior credit agreement and the redemption of $350 million in aggregate principal amount of 4.875% Senior Notes due 2026. The Company is required to repay the Term Loan Facility in specified quarterly installments, which have been prepaid through April 30, 2025. The Revolving Facility and Term Loan Facility mature on April 22, 2026. As of October 31, 2023 and April 30, 2023, $206.3 million and $206.3 million, respectively, was outstanding on the Term Loan Facility. As of October 31, 2023 and April 30, 2023, $163.8 million and $163.8 million, respectively, was outstanding under the Revolving Facility. Outstanding letters of credit under the Revolving Facility were $13.0 million as of October 31, 2023, leaving approximately $323.2 million in available capacity under the Revolving Facility as of October 31, 2023. The outstanding balances noted above approximate fair value as the facilities have a floating interest rate. Amounts outstanding under the Term Loan Facility and the Revolving Facility bear interest based on a fluctuating rate measured by reference to either, at the Company's option, a base rate plus an applicable margin or SOFR plus 10 basis points plus an applicable margin, with the applicable margin being determined by reference to the Company's then-current "Secured Net Leverage Ratio." The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company's then-current "Secured Net Leverage Ratio." In addition, a letter of credit fee accrues on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on SOFR loans, payable quarterly in arrears. As of October 31, 2023, the applicable margin with respect to base rate loans and SOFR loans was 0.0% and 1.0%, respectively, and the commitment fee was 0.1%. The A&R Credit Agreement includes certain financial covenants that require the Company to maintain (i) a "Consolidated Interest Coverage Ratio" of no less than 2.00 to 1.00 and (ii) a "Total Net Leverage Ratio" of no greater than 4.00 to 1.00, subject, in each case, to certain limited exceptions. The A&R Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, make certain investments, dispose of its assets, or engage in a merger or other similar transaction, or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the A&R Credit Agreement. The negative covenants further restrict the ability of the Company and certain of its subsidiaries to make certain restricted payments, including, in the case of the Company, the payment of dividends and the repurchase of common stock, in certain limited circumstances. As of October 31, 2023, the Company was in compliance with all covenants included in the A&R Credit Agreement. The Company's obligations under the A&R Credit Agreement are guaranteed by the Company's domestic subsidiaries, and the obligations of the Company and its domestic subsidiaries under the A&R Credit Agreement and their guarantees, respectively, are secured by a pledge of substantially all of their respective personal property.

Derivative Financial Instruments	6 Months Ended
Derivative Financial Instruments	Oct. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Derivative Financial Instruments Interest Rate Swap Contracts The Company enters into interest rate swap contracts to manage variability in the amount of known or expected cash payments related to portions of its variable rate debt. On May 28, 2021, the Company entered into four interest rate swaps with an aggregate notional amount of $200 million to hedge part of the variable rate interest payments under the Term Loan Facility. The interest rate swaps became effective on May 28, 2021 and will terminate on May 30, 2025. The interest rate swaps economically convert a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month SOFR and pays a fixed rate of 0.53% to the counterparty. The interest rate swaps are designated as cash flow hedges. Changes in fair value are recorded to other comprehensive income. The risk management objective in using interest rate swaps is to add stability to interest expense and to manage the Company's exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Realized gains or losses in connection with required interest payments on interest rate swaps are recorded in earnings, as a component of interest expense, net to offset variability in interest expense associated with the underlying debt's cash flows. For the three- and six-month periods ended October 31, 2023, unrealized gains, net of deferred taxes, of $0.8 million and $3.5 million, respectively, were recorded in other comprehensive income, and $1.8 million and $3.6 million, respectively, of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. For the three- and six-month periods ended October 31, 2022, unrealized gains, net of deferred taxes, of $6.1 million and $5.0 million, respectively, were recorded in other comprehensive income, and $0.8 million and $1.0 million, respectively, of realized gains, net of deferred taxes, were reclassified out of accumulated other comprehensive income (loss) to interest expense, net due to interest received from and payments made to the swap counterparties. As of October 31, 2023, the Company anticipates reclassifying approximately $9.4 million of net hedging gains from accumulated other comprehensive income into earnings during the next 12 months to offset the variability of the hedged items during this period. The fair value of the derivative instruments are included in other assets on the condensed consolidated balance sheets. Foreign Exchange Forward Contracts At October 31, 2023, the Company held forward contracts maturing from November 2023 to April 2024 to purchase 229.0 million Mexican pesos at an exchange rate of 18.91 Mexican pesos to one U.S. dollar. Additionally, the Company entered into a contingent forward contract with maturities from May 2024 to April 2025 to purchase 660.0 million Mexican pesos at an exchange rate of 18.91 Mexican pesos to one U.S. dollar. This contingent forward contract gives the bank the option to cancel these forward contracts in April 2024. Additionally, the Company entered into a target accrual redemption forward agreement to purchase Mexican Pesos across 51 defined fixings. These fixings allow for U.S. dollars to be converted into Pesos at a rate of 18.73 Pesos to one U.S. Dollar. Cumulative profit is capped at an aggregate of approximately $0.6 million over the shorter of the life of the contract fixings or the utilization of the cap. A liability of $2.1 million is recorded in other accrued expense on the condensed consolidated balance sheet.

Income Taxes	6 Months Ended
Income Taxes	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The effective income tax rates for the three- and six-month periods ended October 31, 2023 was 25.0% and 23.3%, respectively, compared with 25.2% and 25.1% in the comparable period in the prior fiscal year. The effective rates were higher than the 21.0% U.S. statutory rate for all periods presented primarily due to state income taxes.

Revenue Recognition

6 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands)	2023		2022		2023		2022
Home center retailers	$	193,872	$	237,433	$	404,332	$	478,751
Builders	207,583		233,566		410,958		450,802
Independent dealers and distributors	72,412		90,500		156,832		174,839
Net Sales	$	473,867	$	561,499	$	972,122	$	1,104,392

Concentration of Risk

6 Months Ended

Oct. 31, 2023

Risks and Uncertainties [Abstract]

Concentration of Risk

Concentration of Risks

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three- and six-months ended October 31, 2023 and 2022:


	Three Months Ended		Six Months Ended
	October 31,		October 31,
	2023	2022	2023	2022
Customer A	27.9%	28.9%	28.1%	29.6%
Customer B	13.0%	13.4%	13.5%	13.8%

Other Information	6 Months Ended
Other Information	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Other Information	Other Information The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by FASB Accounting Standards Codification Topic 450, "Contingencies," the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible, and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consults with outside counsel. Except as described below, the Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims that were deemed to be either probable or reasonably possible was not material as of October 31, 2023. Antidumping and Countervailing Duties Investigation In February 2020, a conglomeration of domestic manufacturers filed a scope and circumvention petition seeking the imposition of antidumping (“AD”) and countervailing duties (“CVD”) with the United States Department of Commerce (“DOC”) and the United States International Trade Commission (“ITC”) against imports of hardwood plywood assembled in Vietnam using cores sourced from China. In July 2022, the DOC issued a Preliminary Scope Determination and Affirmative Preliminary Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Preliminary Determination”). In July 2023, the DOC issued a Final Determination of Circumvention of the Antidumping and Countervailing Duty Orders (“Final Determination”). Included in the Final Determination is a list of Vietnamese suppliers not eligible for certification. AD and CVD cash deposits of 206% are required for imports from the Vietnamese suppliers not eligible for certification. Many of the Vietnamese suppliers appealed their inclusion on the ineligible for certification list in the Preliminary Determination. Because two of the Company’s primary Vietnamese plywood vendors remained on the ineligible for certification list in the Final Determination, the Company recorded a loss on unliquidated customs entries as of Final Determination in July 2023. The loss recorded in the first quarter of fiscal 2024 was $4.9 million, or $3.7 million net of tax. Through the second fiscal quarter of 2024, the Company has remitted deposits of $3.8 million pursuant to the Preliminary Determination. Based on the evidence provided from the Vietnamese suppliers, the specific characteristics of the product imported and other relevant matters, the Company intends to vigorously appeal the Final Determination that it is subject to these duties and disputes the findings of the Final Determination with regards to the Company. Our last order was placed with these vendors in June 2022.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 31, 2023	Jul. 31, 2023	Oct. 31, 2022	Jul. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Pay vs Performance Disclosure
Net income	$ 30,341	$ 37,850	$ 28,784	$ 20,070	$ 68,191	$ 48,854

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Net Earnings Per Share (Tables)

6 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net earnings per share:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands, except per share amounts)	2023		2022		2023		2022
Numerator used in basic and diluted net earnings
per common share:
Net income	$	30,341	$	28,784	$	68,191	$	48,854
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,322		16,615		16,406		16,599
Effect of dilutive securities:
Stock options and restricted stock units	99		42		99		40
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	16,421		16,657		16,505		16,639
Net earnings per share
Basic	$	1.86	$	1.73	$	4.16	$	2.94
Diluted	$	1.85	$	1.73	$	4.13	$	2.94

Stock-Based Compensation (Tables)

6 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock Awards Granted

The following table summarizes the Company's stock-based compensations grants for the six-months ended October 31, 2023:


(in thousands, except per share amounts)						Stock Awards Granted
Service-based RSUs						79,778
Performance-based RSUs						155,062
Non-statutory stock options						92,340

Stock-Based Compensation Expense Allocated

For the three- and six-month periods ended October 31, 2023 and 2022, stock-based compensation expense was allocated as follows:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands)	2023		2022		2023		2022
Cost of sales and distribution	$	473	$	498	$	1,051	$	936
Selling and marketing expenses	476		572		1,084		1,070
General and administrative expenses	1,206		684		2,267		1,383
Stock-based compensation expense	$	2,155	$	1,754	$	4,402	$	3,389

Customer Receivables (Tables)

6 Months Ended

Oct. 31, 2023

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Components of Customer Receivables

The components of customer receivables were:


	October 31,		April 30,
(in thousands)	2023		2023
Gross customer receivables	$	131,359	$	130,655
Less:
Allowance for credit losses	(472)		(449)
Allowance for returns and discounts	(10,145)		(11,043)

Net customer receivables	$	120,742	$	119,163

Inventories (Tables)

6 Months Ended

Oct. 31, 2023

Inventory, Net [Abstract]

Components of Inventories

The components of inventories were:


	October 31,		April 30,
(in thousands)	2023		2023
Raw materials	$	68,946	$	80,953
Work-in-process	44,794		49,064
Finished goods	48,322		60,682

Total inventories	$	162,062	$	190,699

Property, Plant and Equipment (Tables)

6 Months Ended

Oct. 31, 2023

Property, Plant and Equipment [Abstract]

Components Of Property, Plant And Equipment

The components of property, plant and equipment were:


	October 31,		April 30,
(in thousands)	2023		2023
Land	$	4,475	$	4,475
Buildings and improvements	123,129		121,903
Buildings and improvements - finance leases	11,164		11,164
Machinery and equipment	343,341		331,146
Machinery and equipment - finance leases	31,031		29,869
Software	29,597		29,322
Construction in progress	59,199		45,710
Total property, plant and equipment	601,936		573,589
Less accumulated amortization and depreciation	(366,764)		(354,174)

Property, plant and equipment, net	$	235,172	$	219,415

Intangibles (Tables)

6 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Intangible Assets

The components of customer relationship intangibles were:


	October 31,		April 30,
(in thousands)	2023		2023
Customer relationship intangibles	$	274,000	$	274,000
Less accumulated amortization	(266,389)		(243,556)

Total	$	7,611	$	30,444

Product Warranty (Tables)

6 Months Ended

Oct. 31, 2022

Product Warranties Disclosures [Abstract]

Schedule of Warranty Liability

The following is a reconciliation of the Company's warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets:


	Six Months Ended
	October 31,
(in thousands)	2023		2022
Beginning balance at May 1	$	8,014	$	6,878

Accrual	10,465		19,022
Settlements	(11,506)		(17,360)

Ending balance at October 31	$	6,973	$	8,540

Fair Value Measurements (Tables)

6 Months Ended

Oct. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value of Assets on Recurring Basis

The following table summarizes the fair value of assets that are recorded in the Company's consolidated financial statements as of October 31, 2023 and April 30, 2023 at fair value on a recurring basis (in thousands):


	Fair Value Measurements
	As of October 31, 2023
	Level 1		Level 2		Level 3
ASSETS:

Mutual funds	$	185	$	—	$	—
Interest rate swap contracts	—		13,807		—

Total assets at fair value	$	185	$	13,807	$	—

LIABILITIES:

Foreign exchange forward contracts	$	—	$	2,101	$	—


	As of April 30, 2023
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	191	$	—	$	—
Interest rate swap contracts	—		13,885		—
Total assets at fair value	$	191	$	13,885	$	—

Revenue Recognition (Tables)

6 Months Ended

Oct. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table disaggregates our consolidated revenue by major sales distribution channels for the three- and six-months ended October 31, 2023 and 2022:


	Three Months Ended				Six Months Ended
	October 31,				October 31,
(in thousands)	2023		2022		2023		2022
Home center retailers	$	193,872	$	237,433	$	404,332	$	478,751
Builders	207,583		233,566		410,958		450,802
Independent dealers and distributors	72,412		90,500		156,832		174,839
Net Sales	$	473,867	$	561,499	$	972,122	$	1,104,392

Concentration of Risk (Tables)

6 Months Ended

Oct. 31, 2023

Risks and Uncertainties [Abstract]

Summary Of Percentage Of Sales

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three- and six-months ended October 31, 2023 and 2022:


	Three Months Ended		Six Months Ended
	October 31,		October 31,
	2023	2022	2023	2022
Customer A	27.9%	28.9%	28.1%	29.6%
Customer B	13.0%	13.4%	13.5%	13.8%

Basis of Presentation - Narrative (Details) - USD ($)	6 Months Ended
Basis of Presentation - Narrative (Details) - USD ($)	Oct. 31, 2023	Oct. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Impairment charges related to goodwill	$ 0	$ 0
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Impairment charges related to other intangible assets	$ 0	$ 0
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	6 years

Net Earnings Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Oct. 31, 2023	Jul. 31, 2023	Oct. 31, 2022	Jul. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Earnings Per Share [Abstract]
Net income	$ 30,341	$ 37,850	$ 28,784	$ 20,070	$ 68,191	$ 48,854
Denominator for basic net earnings per common share - weighted-average shares	16,322,069		16,614,677		16,406,239	16,599,136
Effect of dilutive securities:
Stock options and restricted stock units	99,000		42,000		99,000	40,000
Diluted (in shares)	16,420,760		16,657,454		16,505,266	16,638,741
Earnings Per Share, Basic [Abstract]
Basic (in usd per share)	$ 1.86		$ 1.73		$ 4.16	$ 2.94
Earnings Per Share, Diluted [Abstract]
Diluted (in usd per share)	$ 1.85		$ 1.73		$ 4.13	$ 2.94
Stock excluded from the calculation of net earnings per share (shares)	30,780		0		43,590	0

Stock-Based Compensation (Narrative) (Details)	6 Months Ended
Stock-Based Compensation (Narrative) (Details)	Oct. 31, 2023 shares
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	1 year
Common stock issuable per RSU granted (shares)	1
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Common stock issuable per RSU granted (shares)	1
RSUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Contractual term (in years)	10 years
Employee Performance-Based RSTUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units non vested grants (shares)	12,199
Employee Service-Based RSTUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units non vested grants (shares)	6,571
RSTUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Share-Based Payment Arrangement, Tranche One \| RSUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	1 year
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche One \| Employee Service-Based RSTUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	1 year
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche Two \| RSUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	2 years
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche Two \| Employee Service-Based RSTUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	2 years
Share-Based Payment Arrangement, Tranche Three \| RSUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Vesting rights, percentage	33.33%
Share-Based Payment Arrangement, Tranche Three \| Employee Service-Based RSTUs \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years

Stock-Based Compensation - Stock Awards Granted (Details)	6 Months Ended
	Oct. 31, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-statutory stock options, Stock Awards Granted (in shares)	92,340
Service-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Stock Awards Granted (in shares)	79,778
Performance-based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Stock Awards Granted (in shares)	155,062

Stock-Based Compensation (Stock-Based Compensation Expense Allocated) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 2,155	$ 1,754	$ 4,402	$ 3,389
Cost of sales and distribution
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	473	498	1,051	936
Selling and marketing expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	476	572	1,084	1,070
General and administrative expenses
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,206	$ 684	$ 2,267	$ 1,383

Customer Receivables (Components Of Customer Receivables ) (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Apr. 30, 2023
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Gross customer receivables	$ 131,359	$ 130,655
Less:
Allowance for credit losses	(472)	(449)
Allowance for returns and discounts	(10,145)	(11,043)
Net customer receivables	$ 120,742	$ 119,163

Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Apr. 30, 2023
Inventory, Net [Abstract]
Raw materials	$ 68,946	$ 80,953
Work-in-process	44,794	49,064
Finished goods	48,322	60,682
Inventories	$ 162,062	$ 190,699

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Apr. 30, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 601,936		$ 601,936		$ 573,589
Less accumulated amortization and depreciation	(366,764)		(366,764)		(354,174)
Property, Plant and Equipment, Net, Total	235,172		235,172		219,415
Amortization and depreciation expense on property, plant and equipment	9,700	$ 9,700	19,500	$ 19,400
Finance lease, right-of-use asset, accumulated amortization	31,600		31,600		31,900
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,475		4,475		4,475
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	123,129		123,129		121,903
Buildings and improvements - finance leases
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,164		11,164		11,164
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	343,341		343,341		331,146
Machinery and equipment - finance leases
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	31,031		31,031		29,869
Software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	29,597		29,597		29,322
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 59,199		$ 59,199		$ 45,710

Intangibles (Schedule of Intangible Assets) (Details) - Customer relationships - USD ($) $ in Thousands	Oct. 31, 2023	Apr. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 274,000	$ 274,000
Less accumulated amortization	(266,389)	(243,556)
Intangibles, net	$ 7,611	$ 30,444

Intangibles (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Intangibles (Narrative) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 11.4	$ 11.4	$ 22.8	$ 22.8
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	6 years		6 years

Product Warranty (Schedule Of Warranty Liability) (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Product Warranties Disclosures [Abstract]
Warranty claims period	2 months
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Beginning balance	$ 8,014	$ 6,878
Accrual	10,465	19,022
Settlements	(11,506)	(17,360)
Ending balance	$ 6,973	$ 8,540

Fair Value Measurements (Fair Value Of Assets On Recurring Basis) (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Apr. 30, 2023
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap contracts	$ 0	$ 0
Total assets at fair value	185	191
Level 1 \| Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contracts	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap contracts	13,807	13,885
Total assets at fair value	13,807	13,885
Level 2 \| Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contracts	2,101
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap contracts	0	0
Total assets at fair value	0	0
Level 3 \| Foreign Exchange Forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foreign exchange forward contracts	0
Mutual funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	185	191
Mutual funds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	0	0
Mutual funds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	$ 0	$ 0

Loans Payable and Long-Term Debt (Details) - USD ($)		6 Months Ended
Loans Payable and Long-Term Debt (Details) - USD ($)	Apr. 22, 2021	Oct. 31, 2023	Apr. 30, 2023
Loans Payable [Member] \| Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount	$ 250,000,000
Proceeds from loan	$ 250,000,000
Outstanding on the Initial Term Loan		$ 206,300,000	$ 206,300,000
Senior Notes [Member] \| 4.875% Senior Notes Due 2026 [Member]
Debt Instrument [Line Items]
Debt instrument, stated percentage	4.875%
Revolving loan facility [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 500,000,000
Proceeds from loan	264,000,000
Outstanding on the Revolving Facility		163,800,000	$ 163,800,000
Line of Credit Facility, Remaining Borrowing Capacity		$ 323,200,000
Credit facility, commitment fee percentage		0.10%
Consolidated Interest Coverage Ratio		2.00
Total Net Leverage Ratio		4.00
Revolving loan facility [Member] \| 4.875% Senior Notes Due 2026 [Member]
Debt Instrument [Line Items]
Repayments of Debt	350,000,000
Letter of Credit [Member]
Debt Instrument [Line Items]
Outstanding on the Revolving Facility		$ 13,000,000
Line of Credit
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 50,000,000
Base Rate [Member] \| Revolving loan facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End		0.00%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Revolving loan facility [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.10%
Line of Credit Facility, Interest Rate at Period End		1.00%

Derivative Financial Instruments (Details)	3 Months Ended		6 Months Ended
Derivative Financial Instruments (Details)	Oct. 31, 2023 USD ($) defined_fixing_instrument	Oct. 31, 2022 USD ($)	Oct. 31, 2023 USD ($) defined_fixing_instrument	Oct. 31, 2022 USD ($)	May 28, 2021 USD ($) instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in Cash flow hedges (swap), net of deferred taxes (benefit) of $(335) and $1,783, and $(24) and $1,350 for the three- and six-months ended October 31, 2023 and 2022, respectively	$ (986,000)	$ 5,265,000	$ (72,000)	$ 3,987,000
Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months			9,400,000
Gain (Loss) on Derivative Instruments
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	1,800,000	800,000	3,600,000	1,000,000
Other Comprehensive Income (Loss) \| Cash Flow Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Change in Cash flow hedges (swap), net of deferred taxes (benefit) of $(335) and $1,783, and $(24) and $1,350 for the three- and six-months ended October 31, 2023 and 2022, respectively	800,000	$ 6,100,000	3,500,000	$ 5,000,000
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Fixed Interest Rate					0.53%
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, Number of Instruments Held \| instrument					4
Derivative, notional amount					$ 200,000,000
Foreign Exchange Forward \| Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 229,000,000		$ 229,000,000
Derivative, forward exchange rate	18.91		18.91
Foreign Exchange Forward \| Not Designated as Hedging Instrument \| Prepaid Expenses and Other Current Assets [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Foreign exchange forward contracts	$ 2,100,000		$ 2,100,000
Foreign Exchange Option \| Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, notional amount	$ 660,000,000		$ 660,000,000
Derivative, forward exchange rate	18.91		18.91
Foreign Exchange Future \| Not Designated as Hedging Instrument
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative, forward exchange rate	18.73		18.73
Number of defined fixings \| defined_fixing_instrument	51		51
Cumulative profit cap			$ 600,000

Income Taxes (Narrative) (Details)	3 Months Ended		6 Months Ended
Income Taxes (Narrative) (Details)	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	25.00%	25.20%	23.30%	25.10%

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 473,867	$ 561,499	$ 972,122	$ 1,104,392
Home center retailers
Disaggregation of Revenue [Line Items]
Net sales	193,872	237,433	404,332	478,751
Builders
Disaggregation of Revenue [Line Items]
Net sales	207,583	233,566	410,958	450,802
Independent dealers and distributors
Disaggregation of Revenue [Line Items]
Net sales	$ 72,412	$ 90,500	$ 156,832	$ 174,839

Concentration of Risk (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Customer receivables \| Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)			32.30%	31.70%
Customer receivables \| Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)			18.40%	17.50%
Sales revenue, gross \| Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	27.90%	28.90%	28.10%	29.60%
Sales revenue, gross \| Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	13.00%	13.40%	13.50%	13.80%

Other Information (Details) $ in Thousands	6 Months Ended
Other Information (Details) $ in Thousands	Oct. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency Accrual	$ 4,900
Loss Contingency Accrual, Net	3,700
Loss Contingency, Deposit Payment	$ 3,800