Investors can contact the law firm at no cost to learn more about recovering their losses LOS ANGELES, Aug. 14, 2025 (GLOBE NEWSWIRE) -- The Portnoy Law Firm advises American Woodmark Corporation (“American Woodmark” or “the Company”) (NASDAQ: AMWD) investors that the firm has initiated an investigation into possible securities fraud and may file a class action on behalf of investors. American Woodmark investors that lost money on their investment are encouraged to contact Lesley Portnoy, Esq. Investors are ...

NEW YORK, Aug. 7, 2025 /PRNewswire/ -- Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the "M&A Class Action Firm"), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating American Woodmark Corporation (NASDAQ: AMWD) related to its sale to MasterBrand, Inc. Under the terms of the proposed transaction, each ...

by and among MASTERBRAND, INC., MAPLE MERGER SUB, INC., and Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMERICAN WOODMARK CORPORATION Dated as of August 5, 2025 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.1 Closing 2 Section 1.2 The Merger 2 ARTICLE II CERTAIN GOVERNANCE MATTERS ARTICLE III EFFECT ON CAPITAL STOCK OF THE MERGER; EXCHANGE OF CERTIFICATES | Section 3.1 | Effect on Capital Stock of the Company and Merger Sub | 4 | | --- | --- | --- | | Section 3.2 | Certain Adjustments | 5 | | Section 3 ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) American Woodmark is a leading U.S. cabinet manufacturer serving remodeling and new construction markets through diverse brands and sales channels - The company is one of the nation's largest cabinet manufacturers with over **7,800 employees** and more than a **dozen brands**[17](index=17&type=chunk) - The company's long-term strategy, "GDP", focuses on **Growth** (maximizing market opportunity), **Digital Transformation** (unifying under "One American Woodmark"), and **Platform Design** (reducing complexity and improving margins)[18](index=18&type=chunk) - Products are sold through **three primary channels**: home centers, builders, and independent dealers/distributors[23](index=23&type=chunk) Net Sales by Customer Channel (Fiscal 2025) | Customer Channel | Percentage of Net Sales | | :--- | :--- | | Builders | ~43.5% | | Home Centers (Home Depot & Lowe's) | ~40.8% | | Independent Dealers & Distributors | ~15.8% | - The company operates **17 manufacturing facilities** across the United States and Mexico, with recent expansion in Monterrey, Mexico and Hamlet, North Carolina. The Orange, Virginia plant was approved for closure in Q3 fiscal 2025[30](index=30&type=chunk)[32](index=32&type=chunk) - The OSHA recordable incident rate was **1.48** during fiscal 2025, which is **53% better** than the industry average[47](index=47&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces multiple risks including international trade, supply chain, raw material costs, customer concentration, and housing market dependence - The company is exposed to risks from its international operations in Mexico and sourcing from Asia, including tariffs, trade disputes, and supply chain disruptions[59](index=59&type=chunk)[62](index=62&type=chunk) - A high concentration of sales to Home Depot and Lowe's (**approximately 40.8%** of total net sales in fiscal 2025) presents a significant risk, as the loss of either customer would materially impact the business[69](index=69&type=chunk) - The business is heavily reliant on the U.S. housing market, with performance sensitive to economic conditions, interest rates, consumer confidence, and new construction activity[72](index=72&type=chunk) - The ongoing multi-year implementation of a new Enterprise Resource Planning (ERP) system carries inherent risks of disruption to supply chains, customer order fulfillment, and internal controls[83](index=83&type=chunk) - The company's debt level and the restrictive covenants in its credit agreement could limit its ability to fund operations, make capital expenditures, and pursue business opportunities[96](index=96&type=chunk)[98](index=98&type=chunk) [Unresolved Staff Comments](index=15&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[101](index=101&type=chunk) [Cybersecurity](index=15&type=section&id=Item%201C.%20Cybersecurity) The company manages cybersecurity risks through a NIST-aligned framework with Board oversight, reporting no material incidents to date - The company's cybersecurity risk management program is evaluated against the National Institute of Standards and Technology's Cybersecurity Framework (NIST-CSF)[102](index=102&type=chunk) - The Board of Directors executes its cybersecurity risk oversight function, delegating primary responsibility to the Audit Committee. The Chief Information Security Officer (CISO) presents to the Audit Committee at least quarterly[111](index=111&type=chunk) - As of the filing date, the company is not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect its business, operations, or financial condition[115](index=115&type=chunk) [Properties](index=17&type=section&id=Item%202.%20Properties) The company operates through a mix of owned and leased manufacturing, service, and distribution facilities across the U.S. and Mexico - The company owns its corporate office and eight manufacturing facilities in the eastern and southern U.S[116](index=116&type=chunk) - It leases five manufacturing facilities in the U.S., four in Mexico, and one distribution center, along with various service centers and offices[116](index=116&type=chunk) [Legal Proceedings](index=17&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in routine legal claims and an AD/CVD investigation, potentially leading to a $3.8 million deposit refund - The aggregate range of estimated loss from routine lawsuits and claims is not considered material as of April 30, 2025, with the exception of the AD/CVD investigation[118](index=118&type=chunk) - In May 2025, the DOC's Final Review of the AD/CVD investigation found the company's two vendors eligible for certification. If not appealed, this could lead to a refund of the **$3.8 million** in deposits remitted by the company[279](index=279&type=chunk)[280](index=280&type=chunk) [Mine Safety Disclosures](index=17&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - None[119](index=119&type=chunk) [Executive Officers of the Registrant](index=17&type=section&id=Executive%20Officers%20of%20the%20Registrant) This section lists the company's executive officers, detailing their age and positions held over the past five years Executive Officers | Name | Age | Position(s) | | :--- | :--- | :--- | | M. Scott Culbreth | 54 | President and Chief Executive Officer | | Paul Joachimczyk | 53 | Senior Vice President and Chief Financial Officer | | Robert J. Adams, Jr. | 59 | Senior Vice President, Chief Manufacturing and Supply Chain Officer | | Dwayne L. Medlin | 57 | Senior Vice President, Remodel Sales | | Kimberly G. Pascarella | 46 | Senior Vice President, Chief Human Resources Officer | | William L. Waszak | 64 | Senior Vice President, Chief Information Officer | Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) American Woodmark's common stock trades on NASDAQ, with $27.6 million in Q4 fiscal 2025 share repurchases and no current cash dividends - The company's common stock is listed on The NASDAQ Global Select Market under the symbol "AMWD"[123](index=123&type=chunk) - The company does not currently pay cash dividends and has no immediate plans to do so[124](index=124&type=chunk) Share Repurchases (Q4 Fiscal 2025) | Period | Total Shares Purchased | Average Price Paid | Dollar Value Remaining Under Program (000) | | :--- | :--- | :--- | :--- | | Feb 2025 | 195,339 | $76.57 | $130,358 | | Mar 2025 | — | $— | $130,358 | | Apr 2025 | 221,959 | $56.75 | $117,765 | | **Total Q4** | **417,298** | **$64.33** | **$117,765** | - As of April 30, 2025, **$117.8 million** remained available for share repurchases under board-authorized programs[126](index=126&type=chunk) [Selected Financial Data](index=19&type=section&id=Item%206.%20%5BReserved.%5D) This item is reserved in the report - Item 6 is noted as [Reserved.] in the body of the report[130](index=130&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2025 net sales decreased to $1.71 billion and net income fell to $99.5 million, with fiscal 2026 sales projected for low single-digit change Fiscal 2025 vs. 2024 Key Financial Results (in thousands) | Metric | Fiscal 2025 | Fiscal 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $1,709,585 | $1,847,502 | (7.5)% | | Gross Profit | $306,550 | $377,807 | (18.9)% | | Net Income | $99,456 | $116,216 | (14.4)% | - The decrease in net sales for fiscal 2025 was driven by a **9.3% decline** in the home center channel, an **8.9% decline** in the independent dealer and distributor channel, and a **5.1% decline** in the builder channel[147](index=147&type=chunk)[148](index=148&type=chunk) - Gross profit margin decreased by **250 basis points** to **17.9%** in fiscal 2025, primarily due to lower sales volume, fixed cost deleverage, and rising input costs[149](index=149&type=chunk) - General and administrative expenses decreased by **39.1%**, mainly due to the end of **$30.4 million** in amortization of customer relationship intangibles from the RSI acquisition[151](index=151&type=chunk) - The company recorded pre-tax restructuring charges of **$4.6 million** in fiscal 2025 related to a reduction in force and the closure of its Orange, Virginia manufacturing plant[142](index=142&type=chunk) - For fiscal 2026, the company expects net sales to range from a low single-digit decline to a low single-digit increase, and Adjusted EBITDA to be between **$175 million** and **$200 million**[167](index=167&type=chunk) - Cash provided by operating activities decreased to **$108.4 million** in fiscal 2025 from **$230.8 million** in fiscal 2024, driven by lower net income and unfavorable changes in working capital[175](index=175&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from inflation, commodity prices, tariffs, and interest rates, mitigated by derivative instruments - A **100 basis point increase** in the variable interest rate on its debt as of April 30, 2025, would increase annual interest expense by approximately **$1.7 million**[190](index=190&type=chunk) - The company uses interest rate swaps to hedge variable interest rate debt and foreign exchange forward contracts to manage currency fluctuation risks, particularly for transactions in Mexican Pesos[191](index=191&type=chunk)[192](index=192&type=chunk) [Financial Statements and Supplementary Data](index=31&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for fiscal year 2025, including key financial statements and notes Consolidated Balance Sheet Data (in thousands) | | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $364,453 | $402,710 | | **Total Assets** | $1,570,569 | $1,593,865 | | **Total Current Liabilities** | $182,942 | $195,726 | | **Total Long-Term Debt** | $365,825 | $371,761 | | **Total Shareholders' Equity** | $915,998 | $910,376 | | **Total Liabilities and Shareholders' Equity** | $1,570,569 | $1,593,865 | Consolidated Statement of Income Data (in thousands) | | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | **Net Sales** | $1,709,585 | $1,847,502 | $2,066,200 | | **Gross Profit** | $306,550 | $377,807 | $357,524 | | **Operating Income** | $140,239 | $161,394 | $136,352 | | **Net Income** | $99,456 | $116,216 | $93,723 | Consolidated Statement of Cash Flows Data (in thousands) | | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $108,447 | $230,750 | $198,837 | | **Net Cash Used by Investing Activities** | $(42,658) | $(92,191) | $(45,337) | | **Net Cash Used by Financing Activities** | $(104,992) | $(92,893) | $(134,093) | | **Net (Decrease) Increase in Cash** | $(39,203) | $45,666 | $19,407 | - The company's two largest customers accounted for **39.3%** and **12.8%** of gross customer receivables at April 30, 2025. For the fiscal year, they represented **29.4%** and **11.4%** of net sales, respectively[287](index=287&type=chunk)[288](index=288&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=58&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting principles, financial disclosure, or auditing scope - None[331](index=331&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and internal financial reporting controls were effective as of April 30, 2025 - Management concluded that the Company's disclosure controls and procedures were effective as of April 30, 2025[332](index=332&type=chunk) - Management concluded that the Company's internal control over financial reporting was effective as of April 30, 2025, based on the COSO 2013 Framework[321](index=321&type=chunk)[333](index=333&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of fiscal 2025 that materially affected, or are reasonably likely to materially affect, the company's internal controls[335](index=335&type=chunk) [Other Information](index=58&type=section&id=Item%209B.%20Other%20Information) No directors or executive officers adopted, terminated, or modified Rule 10b5-1 trading plans during Q4 fiscal 2025 - No directors or executive officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement during the quarter ended April 30, 2025[336](index=336&type=chunk) [Disclosure About Foreign Jurisdictions That Prevent Inspections](index=58&type=section&id=Item%209C.%20Disclosure%20About%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[337](index=337&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section incorporates director, executive officer, and corporate governance information from the 2025 Proxy Statement - Information regarding directors, executive officers, corporate governance, and the audit committee is incorporated by reference from the company's Proxy Statement[339](index=339&type=chunk)[340](index=340&type=chunk) [Executive Compensation](index=59&type=section&id=Item%2011.%20Executive%20Compensation) This section incorporates executive and director compensation information from the company's 2025 Proxy Statement - Information regarding executive compensation is incorporated by reference from the company's Proxy Statement[341](index=341&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=59&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section incorporates security ownership information from the 2025 Proxy Statement and details equity compensation plans Equity Compensation Plan Information as of April 30, 2025 | Plan Category | Securities to be Issued Upon Exercise (a) | Weighted-Average Exercise Price (b) | Securities Remaining for Future Issuance (c) | | :--- | :--- | :--- | :--- | | **Equity plans approved by security holders** | | | | | Options | 71,820 | $77.19 | 749,850 | | Performance-based RSUs | 321,451 | N/A | | | Service-based RSUs | 148,086 | N/A | | | **Equity plans not approved by security holders** | — | $— | — | | **Total** | **541,357** | **$77.19** | **749,850** | [Certain Relationships and Related Transactions, and Director Independence](index=60&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section incorporates related party transactions and director independence information from the company's 2025 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's Proxy Statement[346](index=346&type=chunk) [Principal Accounting Fees and Services](index=60&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section incorporates information on principal accounting fees and services from the company's 2025 Proxy Statement - Information regarding principal accounting fees and services is incorporated by reference from the company's Proxy Statement[347](index=347&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=60&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including governance and material contracts - Lists all financial statements, schedules, and exhibits filed with the Form 10-K[349](index=349&type=chunk) - Includes Financial Statement Schedule II – Valuation and Qualifying Accounts[352](index=352&type=chunk) - Exhibits filed include governance documents, material contracts (such as the A&R Credit Agreement), executive employment agreements, equity incentive plans, and required certifications[353](index=353&type=chunk)[355](index=355&type=chunk) [Form 10-K Summary](index=63&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary under this item - None[359](index=359&type=chunk)

Financial Data and Key Metrics Changes - The company reported net sales of $400.4 million for the fourth fiscal quarter, representing a decline of 11.7% compared to the prior year [4][14] - Adjusted EBITDA for the quarter was $47.1 million, or 11.8% of net sales, down from 12.1% in the same period last year [8][16] - Adjusted net income was $24 million, or $1.61 per diluted share, compared to $28.2 million, or $1.78 per diluted share last year [16] - The gross profit margin decreased by 160 basis points to 17% of net sales from 18.6% in the prior year [15] - For the full fiscal year, net sales were $1.7 billion, a decrease of 7.5% year-over-year [18] Business Line Data and Key Metrics Changes - Remodel net sales, which include home centers and independent dealers, decreased by 10.4% in the fourth quarter [14] - New construction net sales decreased by 13.4% for the quarter compared to last year [14] - The home center business saw a low single-digit negative comp, while the pro business reported a positive comp for the quarter [5][6] Market Data and Key Metrics Changes - Existing home sales fell by 0.5% month-over-month to a seasonally adjusted rate of 4 million in April 2025, with a year-over-year decline of 2% [4] - The NAHB housing market index fell to 34 in May, marking the lowest level since November 2023 [7] - Single-family housing starts experienced negative comps from January to April [7] Company Strategy and Development Direction - The company focuses on three main strategic pillars: growth, digital transformation, and platform design [10] - Key accomplishments include product innovation, capacity investments, and channel expansion, with over 30% of made-to-order sales coming from products launched in the last three years [10][11] - The company is enhancing its manufacturing capabilities and transitioning independent distributor customers to a new brand [11][12] Management's Comments on Operating Environment and Future Outlook - The management expects demand trends to remain challenging, with net sales for fiscal year 2026 projected to range from low single-digit declines to low single-digit increases [9][20] - The outlook is influenced by macroeconomic factors, including interest rates, tariff changes, and consumer behavior [20] - Management believes that a decline in mortgage rates and increased consumer confidence could positively impact the housing market [9] Other Important Information - The company repurchased 1.17 million shares during fiscal year 2025, representing about 7.5% of outstanding shares [19] - Free cash flow totaled $65.7 million for the current fiscal year, down from $138.5 million in the prior year [18] - The company has a net leverage ratio of 1.56 times adjusted EBITDA at the end of the fourth quarter [19] Q&A Session Summary Question: Impact of tariffs on full year guidance - Management indicated that the outlook was significantly influenced by tariffs, estimating a cost impact of approximately $20 million [26][27] Question: Gross margin improvement - The improvement in gross margins was attributed to operational adjustments made in response to previous demand softness [28][30] Question: Revenue guidance assumptions - The revenue guidance assumes a recovery in both remodel and new construction markets in the second half of fiscal year 2026 [35][36] Question: Cost side considerations - Management acknowledged potential commodity inflation and labor costs as factors to consider for the full year guidance [43] Question: Savings from facility closure - The closure of a components facility is expected to yield annual savings of $5 million to $6 million [45] Question: Automation investments progress - Management described the company as being in the early stages of its automation investment journey, with significant spending planned for fiscal year 2026 [53][54]

Financial Data and Key Metrics Changes - The company reported net sales of $400.4 million for Q4 2025, a decline of 11.7% compared to the prior year [4][14] - Adjusted EBITDA for the quarter was $47.1 million, representing 11.8% of net sales, down from 12.1% in the same period last year [7][17] - Adjusted net income was $24 million or $1.61 per diluted share, compared to $28.2 million or $1.78 per diluted share last year [17] - The gross profit margin decreased by 160 basis points to 17% of net sales from 18.6% in the prior year [15] - For the full fiscal year, net sales were $1.7 billion, a decrease of 7.5% year-over-year [19] Business Line Data and Key Metrics Changes - Remodel net sales decreased by 10.4% in Q4, with home centers and dealer distributors both declining by approximately 10-11% [14] - New construction net sales decreased by 13.4% for the quarter compared to last year [14] - The home center business saw a low single-digit negative comp, while the pro business reported a positive comp for the quarter [5] Market Data and Key Metrics Changes - Existing home sales fell by 0.5% month-over-month to a seasonally adjusted rate of 4 million in April 2025, with a year-over-year decline of 2% [4] - The NAHB housing market index dropped to 34 in May, marking the lowest level since November 2023 [6] - Single-family housing starts experienced negative comps from January to April [6] Company Strategy and Development Direction - The company focuses on three main pillars: growth, digital transformation, and platform design [10] - Key accomplishments include product innovation, capacity investments, and channel expansion despite a challenging macroeconomic environment [10] - The company is enhancing its manufacturing capabilities and transitioning independent distributor customers to a new brand [11][12] Management's Comments on Operating Environment and Future Outlook - Management expects demand trends to remain challenging, with net sales outlook ranging from low single-digit declines to low single-digit increases for fiscal year 2026 [9][21] - The company anticipates that as mortgage rates decline and consumer confidence increases, there will be a potential for higher ticket home projects [9] - Management highlighted the importance of removing uncertainty related to tariffs for future growth [50] Other Important Information - The company repurchased 1.17 million shares for $96.7 million during fiscal year 2025, representing about 7.5% of outstanding shares [20] - Free cash flow totaled $65.7 million for the fiscal year, down from $138.5 million in the prior year [19] Q&A Session Summary Question: Impact of tariffs on full year guidance - Management indicated that the outlook was significantly influenced by tariffs, estimating a cost impact of approximately $20 million [27][28] Question: Improvement in gross margins - The improvement in gross margins was attributed to operational adjustments made in Q4 following a challenging Q3 [30][31] Question: Revenue guidance assumptions for end markets - The revenue guidance assumes a consistent recovery across both remodel and new construction markets, with expectations for better performance in the second half of fiscal year 2026 [37][38] Question: Cost considerations beyond tariffs - Management acknowledged potential commodity inflation and labor costs as additional factors impacting guidance [44] Question: Savings from facility closure - The closure of a components facility is expected to yield annual savings of $5-6 million in EBITDA [46]

Financial Performance - Net sales for the fourth quarter of fiscal 2025 decreased by $52.9 million, or 11.7%, to $400.4 million compared to the same quarter of the prior fiscal year[3]. - Net income for the fourth quarter of fiscal 2025 was $25.6 million, a decrease of 4.6% year-over-year, representing 6.4% of net sales[5]. - Adjusted EBITDA for the fourth quarter of fiscal 2025 decreased by $7.6 million, or 13.9%, to $47.1 million, or 11.8% of net sales[5]. - For the fiscal year ended April 30, 2025, net sales decreased by 7.5% to $1,709.6 million from the prior fiscal year[4]. - Net income for the fiscal year 2025 was $99.5 million, a decrease of 14.4% year-over-year, representing 5.8% of net sales[5]. - Adjusted EBITDA for the fiscal year 2025 was $208.6 million, or 12.2% of net sales, down from $252.8 million, or 13.7% of net sales in the prior fiscal year[5]. - Net income for the three months ended April 30, 2025, is $25.566 million, a decrease from $26.798 million in the same period last year[28]. - Adjusted EBITDA for the twelve months ended April 30, 2025, is $208.630 million, compared to $252.773 million for the same period in 2024[28]. - Net sales for the three months ended April 30, 2025, are $400.395 million, a decline from $453.278 million in Q2 fiscal 2024[28]. Cash Flow and Liquidity - Cash provided by operating activities for the fiscal year was $108.4 million, with free cash flow totaling $65.7 million[8]. - As of April 30, 2025, the company had $48.2 million in cash and access to $314.2 million under its revolving credit facility[7]. - Free cash flow for the twelve months ended April 30, 2025, is $65.684 million, down from $138.509 million in the previous year[33]. - Cash provided by operating activities for the twelve months ended April 30, 2025, is $108.447 million, down from $230.750 million in the previous year[33]. Future Outlook - The company expects net sales for fiscal 2026 to range from low-single digit declines to low-single digit increases[12]. - The targeted Adjusted EBITDA range for fiscal 2026 is set at $175 million to $200 million[12]. Restructuring and Adjustments - The company incurred restructuring charges of $2.956 million in Q2 fiscal 2025, related to workforce reductions and facility closures[29]. - The company has adjusted its definition of Adjusted EPS to exclude changes in the fair value of foreign exchange forward contracts starting Q2 fiscal 2025[25]. Earnings Per Share - Adjusted EPS per diluted share for Q2 fiscal 2025 is $1.61, down from $1.78 in Q2 fiscal 2024, while GAAP EPS is $1.71 compared to $1.69 in the prior year[31]. - The net income margin for Q2 fiscal 2025 is 6.4%, compared to 5.9% in the same quarter last year[28]. Leverage - Net leverage as of April 30, 2025, is 1.56, indicating the company's leverage position after accounting for cash and cash equivalents[36].

Core Insights - The article highlights the investment strategies and achievements of Paul Franke, a seasoned investor with 38 years of trading experience, emphasizing his contrarian stock selection style and algorithmic analysis [1] Group 1: Investment Strategy - Paul Franke developed a system called "Victory Formation," which focuses on identifying supply/demand imbalances through specific stock price and volume movements [1] - The strategy recommends investors to maintain a diversified portfolio of at least 50 well-positioned stocks and to use stop-loss levels of 10% or 20% on individual investments to enhance market outperformance [1] Group 2: Stock Selection Focus - The "Bottom Fishing Club" articles target deep-value stocks or those showing significant positive technical momentum reversals [1] - The "Volume Breakout Report" articles analyze stocks that exhibit positive trend changes supported by strong price and volume trading activity [1]

Group 1 - American Woodmark (NASDAQ: AMWD) reported fiscal Q3 results that were mostly in line with MasterBrand Cabinets (MBC) [1] - The results indicate that current investment decisions are influenced by the performance of these companies [1]

Financial Performance - The Company reported net income of $16.6 million, or 4.2% of net sales, for the third quarter of fiscal 2025, down from $21.2 million, or 5.0% of net sales, in the same period of the prior year[88]. - Net sales for the third quarter of fiscal 2025 were $397.6 million, a decrease of $24.5 million or 5.8% compared to the same period of fiscal 2024[93]. - Gross profit margin for the third quarter of fiscal 2025 was 15.0%, down from 19.2% in the same period of fiscal 2024, representing a 420 basis point decrease[95]. - Adjusted EBITDA for the third quarter of fiscal 2025 was $38.4 million, representing 9.7% of net sales, down from $50.6 million or 12.0% of net sales in the same quarter of the prior fiscal year[112]. - Adjusted EPS per diluted share for the three months ended January 31, 2025, was $1.05, down from $1.56 in the same period of the prior fiscal year[113]. - Net income for the three months ended January 31, 2025, was $16.6 million, a decrease of 22.5% compared to $21.2 million for the same period in 2024[108]. Sales and Market Trends - Builder sales decreased by 10.4% in the third quarter of fiscal 2025 compared to the same period of fiscal 2024[94]. - Remodeling sales decreased 2.3% during the third quarter of fiscal 2025 compared to the same prior year period[93]. - The company expects a mid-single digit decline in net sales for fiscal 2025 compared to fiscal 2024 due to a softer repair and remodel market[114]. Expenses and Cost Management - General and administrative expenses decreased by $12.5 million or 40.1% during the third quarter of fiscal 2025 compared to the same period of the prior year[98]. - The effective income tax rate for the three-month period ended January 31, 2025, was 16.0%, down from 25.4% in the comparable prior year period[99]. - The Company expects to incur total pre-tax restructuring costs of $6.0 million to $8.5 million related to the closure of its manufacturing plant in Orange, Virginia[91]. Cash Flow and Debt - Cash and cash equivalents totaled $43.5 million as of January 31, 2025, a decrease of $43.9 million from April 30, 2024, primarily due to significant stock repurchases[117]. - Total long-term debt was $375.3 million as of January 31, 2025, with approximately $314.2 million available under the Revolving Facility[119]. - The company repurchased $12.6 million of its common shares during Q3 of fiscal 2025, with $145.4 million remaining available for repurchases as of January 31, 2025[126]. Strategic Initiatives - The company plans to continue investing in digital transformation and automation while being opportunistic in share repurchases[115]. - The company plans to continue investing in digital transformation and automation while deprioritizing debt repayments[115]. - A stock repurchase program of up to $125 million was authorized by the Board of Directors on November 29, 2023[124]. - The Company authorized an additional stock repurchase program of up to $125 million, supplementing the previous program authorized on November 29, 2023[125]. Economic Indicators - The unemployment rate increased to 4.0% as of January 2025 compared to 3.7% as of January 2024[89]. - Mortgage interest rates increased to approximately 7.0% in January 2025, an increase of approximately 25 basis points compared to the same period in the prior year[89]. Accounting Policies and Estimates - The Company has not made significant changes to its critical accounting policies since the last Annual Report on Form 10-K for the fiscal year ended April 30, 2024[128]. - Estimates are based on historical experience and reasonable assumptions, which may lead to differences in actual results under varying conditions[128]. - The carrying values of assets and liabilities are determined through judgments that may not be apparent from other sources[128]. - Actual results may differ from estimates due to different assumptions or conditions[128]. - The Company continues to monitor its accounting policies to ensure they remain relevant and accurate[128]. - Historical experience plays a crucial role in forming the basis for estimates[128]. - The Company emphasizes the importance of reasonable assumptions in its financial reporting[128]. - The results of the estimates are critical for understanding the financial position of the Company[128].