AMERICAN WOODMARK CORP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

Operating results

The following table shows certain revenue and expense items as a percentage of net sales:

                                                                                   PERCENTAGE OF NET SALES
                                                                                 Fiscal Years Ended April 30
                                                                     2022                    2021                   2020
Net sales                                                               100.0  %               100.0  %               100.0  %
Cost of sales and distribution                                           87.8                   81.5                   80.2
Gross profit                                                             12.2                   18.5                   19.8
Selling and marketing expenses                                            5.0                    5.1                    5.0
General and administrative expenses                                       5.3                    6.5                    6.9
Restructuring charges, net                                                  -                    0.3                      -
Operating income                                                          1.9                    6.6                    7.9
Pension settlement, net                                                   3.7                      -                      -
Interest expense/other (income) expense, net                              0.5                    2.0                    1.9
Income before income taxes                                               (2.3)                   4.6                    6.0
Income tax expense                                                       (0.7)                   1.1                    1.5
Net income                                                               (1.6)                   3.5                    4.5


The following discussion should be read in conjunction with the consolidated financial statements and related notes contained elsewhere in this report.

Forward-looking statements

This annual 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, 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;
•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;
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•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 strategy;
•risks related to sourcing and selling products internationally and doing
business globally, including the imposition of tariffs or duties on those
products;
•unexpected costs resulting from a failure to maintain acceptable quality
standards;
•changes in tax laws or the interpretations of existing tax laws;
•the impact of COVID-19 on our business, the global and U.S. economy, and our
employees, customers, and suppliers;
•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, our ability to pay amounts due under our credit
facilities and our other indebtedness, and interest rate increases.

Additional information concerning the factors that could cause actual results to
differ materially from those in forward-looking statements is contained in this
annual report, including elsewhere in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and under Item 1A. "Risk
Factors," 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 speaks only as of the date
of this annual report. The Company undertakes no obligation to publicly update
or revise any forward-looking statements or cautionary factors, as a result of
new information, future events or otherwise, except as required by law.

Insight

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. At April 30, 2022, the Company operated 17 manufacturing
facilities in the United States and Mexico and eight primary service centers and
one distribution center located throughout the United States.

Financial overview

A number of general market factors impacted the Company’s business in fiscal 2022, including:

• The unemployment rate has fallen by 41% compared to April 2021at 3.6% at
April 2022 according to data provided by the US Department of Labor;

•Increase in single family housing starts during the Company's fiscal 2022 of
13%, as compared to the Company's fiscal 2021, according to the U.S. Department
of Commerce;

• Mortgage interest rates increased with a 30-year fixed mortgage rate of 5.1% in
April 2022i.e. an increase of approximately 204 basis points compared to April 2021;

•The median price of existing homes sold in the U.S. rose by 16.4% during the
Company's fiscal 2022, according to data provided by the National Association of
Realtors;

• Consumer sentiment, as reported by the University of Michigan, was on average 26.2% lower in the Company’s fiscal year 2022 compared to its prior fiscal year; and

• Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by 14.4% in fiscal 2022 compared to the prior fiscal year.

The Company's largest remodeling customers and competitors continued to utilize
sales promotions in the Company's product category during fiscal 2022.  The
Company strives to maintain its promotional levels in line with market activity,
with a goal of
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remaining competitive. The Company experienced lower promotion levels in fiscal 2022 than in its prior fiscal year. Sales in the renovation channel increased by 5.2% during the year.

Sales in the new construction channel increased 8.6% during fiscal 2022 due to a
rise in new housing starts and an increase in sales in the opening price point
cabinets in our Origins by Timberlake brand.
The Company increased its net sales by 6.5% during fiscal 2022, which was driven
by growth in the home center, builder and independent dealers and distributors
channels.

Gross margin for fiscal 2022 was 12.2%, a decrease from 18.5% in fiscal
2021. The decrease in gross margin was primarily due to higher material and
logistics costs, supply chain disruptions, and increases related to wage and
retention programs. This was partially offset by the increase in sales creating
leverage of our fixed expenses in our operating platforms.

The Company incurred a net loss of $29.7 million in fiscal 2022, net income of
$61.2 million in fiscal 2021, and net income of $73.7 in fiscal 2020. The net
loss in fiscal 2022 is primarily due to onetime pension settlement charges of
$68.5 million related to the termination of the Company's pension plan.
The Company regularly considers the need for a valuation allowance against its
deferred tax assets. The Company has been profitable for the past 9 years. As of
April 30, 2022, the Company had total deferred tax assets of $40.8 million net
of valuation allowance, down from $45.2 million of deferred tax assets net of
valuation allowance at April 30, 2021. Deferred tax assets are reduced by a
valuation allowance when, after considering all positive and negative evidence,
it is determined that it is more likely than not that some portion, or all, of
the deferred tax asset will not be realized.  The Company has recorded a
valuation allowance related to deferred tax assets for certain state investment
tax credit ("ITC") carryforwards. These credits expire in various years
beginning in fiscal 2028. The Company believes based on positive evidence of the
housing industry improvement along with 9 consecutive years of profitability
that the Company will more likely than not realize all other remaining deferred
tax assets.

The Company also regularly assesses its long-lived assets to determine if any
impairment has occurred. The Company has concluded that none of its long-lived
assets were impaired as of April 30, 2022.

Operating results

                                                                                     FISCAL YEARS ENDED APRIL 30

                                                                                                                2022 vs. 2021          2021 vs. 2020
                                                                                                                   PERCENT                PERCENT
(Dollars in thousands)                               2022                 2021                 2020                 CHANGE                 CHANGE

Net sales                                       $ 1,857,186          $ 1,744,014          $ 1,650,333                    6.5  %                 5.7  %
Gross profit                                        226,444              322,118              326,562                  (29.7) %                (1.4) %
Selling and marketing expenses                       92,555               89,011               83,092                    4.0  %                 7.1  %
General and administrative expenses                  97,547              112,521              113,353                  (13.3) %                (0.7) %
Interest expense, net                                10,189               23,128               29,027                  (55.9) %               (20.3) %



Net Sales

Net sales for fiscal 2022 increased 6.5% to $1,857.2 million of the previous year. The Company experienced growth in the Home Centers, Builders and Independent Dealers and Distributors channels.

Net sales for fiscal 2021 increased 5.7% to $1,744.0 million of the previous year. The Company experienced growth in the Home Centers, Builders and Independent Dealers and Distributors channels.

Gross profit

Gross profit as a percentage of sales decreased to 12.2% in fiscal 2022 as
compared with 18.5% in fiscal 2021. The decrease in gross profit margin was
primarily due to higher material and logistics costs, and increases related to
wage and retention programs. This was partially offset by the increase in sales
creating leverage of our fixed expenses in our operating platforms.

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Gross profit as a percentage of sales decreased to 18.5% in fiscal 2021 as
compared with 19.8% in fiscal 2020. The decrease in gross profit margin was
primarily due to higher material and logistics costs, investments made to
establish our distribution center in Texas, and increases related to wage and
retention programs. This was partially offset by the increase in sales creating
leverage of our fixed expenses in our operating platforms.

Sales and marketing expenses

Selling and marketing costs increased by $3.5 million or 4.0% during fiscal 2022
versus the prior year. Selling and marketing expenses in fiscal 2022 were 5.0%
of net sales, compared with 5.1% of net sales in fiscal 2021

Selling and marketing expenses in fiscal 2021 and fiscal 2020 were both 5.1% of
net sales. Selling and marketing costs increased by $5.9 million or 7% during
fiscal 2021 versus the prior year.

General and administrative expenses

General and administrative expenses decreased by $15.0 million or 13.3% during
fiscal 2022 versus the prior fiscal year. General and administrative costs
decreased to 5.3% of net sales in fiscal 2022 compared with 6.5% of net sales in
fiscal 2021. The decrease in general and administrative expenses was primarily
due to controlled spending and reduced incentive costs.

General and administrative expenses decreased by $0.8 million or 0.7% during
fiscal 2021 versus the prior fiscal year. General and administrative costs
decreased to 6.5% of net sales in fiscal 2021 compared with 6.9% of net sales in
fiscal 2020.

Effective Income Tax Rates

The Company generated pre-tax loss of $43.0 million during fiscal 2022. The
Company's effective tax rate increased from 24.1% in fiscal 2021 to 30.8% in
fiscal 2022 primarily due to the pre-tax loss and benefit from higher federal
income tax credits. The Company's effective tax rate decreased from 25.5% in
fiscal 2020 to 24.1% in fiscal 2021. The lower effective tax rate was primarily
due to the benefit from federal income tax credits.

Non-GAAP Financial Measures

We have presented our financial results in accordance with WE generally accepted accounting principles (“GAAP”). In addition, we have presented in this report 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. Additionally, Adjusted EBITDA is a
key measurement used in our Term Loans to determine interest rates and financial
covenant compliance.

We define EBITDA as net income (loss) adjusted to exclude (1) income tax expense
(benefit), (2) interest expense, net, (3) depreciation and amortization expense,
and (4) amortization of customer relationship intangibles and trademarks. We
define Adjusted EBITDA as EBITDA adjusted to exclude (1) expenses related to the
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.
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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 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/loss 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 regarding the same.
Free cash flow

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

A reconciliation of these non-GAAP financial measures to the most directly comparable measures calculated and presented in accordance with GAAP is set out in the following tables:

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Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

                                                                        FISCAL YEARS ENDED APRIL 30,
(Dollars in thousands)                                         2022                 2021                 2020

Net income (loss) (GAAP)                                  $   (29,722)         $    61,193          $    73,653
Add back:
Income tax expense (benefit)                                  (13,257)              19,500               25,275
Interest expense, net                                          10,189               23,128               29,027
Depreciation and amortization expense                          50,939               51,100               49,513
Amortization of customer relationship intangibles
and trademarks                                                 45,667               47,889               49,000
EBITDA (Non-GAAP)                                         $    63,816          $   202,810          $   226,468
Add back:
Acquisition and restructuring related expenses (1)                 80                  174                  221
Non-recurring restructuring charges, net (2)                      183                5,848                    -
Pension settlement, net                                        68,473                    -                    -
Change in fair value of foreign exchange forward
contracts (3)                                                       -               (1,102)               1,102
Net loss on debt forgiveness and modification (4)                   -               13,792                    -
Stock-based compensation expense                                4,708                4,598                3,989
Loss on asset disposal                                            697                  384                2,629
Adjusted EBITDA (Non-GAAP)                                $   137,957          $   226,504          $   234,409

Net Sales                                                 $ 1,857,186          $ 1,744,014          $ 1,650,333

Net income margin (GAAP)                                         (1.6) %               3.5  %               4.5  %
Adjusted EBITDA margin (Non-GAAP)                                 7.4  %              13.0  %              14.2  %


(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 permanent layoffs due to COVID-19 and the closure of the
manufacturing plant in Humboldt, Tennessee. Fiscal year 2021 includes
accelerated depreciation expense of $1.3 million and gain on asset disposal of
$2.2 million related to Humboldt.
(3) In the normal course of business the Company is subject to risk from adverse
fluctuations in foreign exchange rates. The Company manages these risks through
the use of foreign exchange forward contracts. The changes in the fair value of
the forward contracts are recorded in other (income) expense, net in the
operating results.
(4) The Company recognized net loss on debt modification totaling $13.8 million
for fiscal year 2021 related to the restructuring of its debt.

A reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as
projected for fiscal 2023 is not provided because we do not forecast net income
as we cannot, without unreasonable effort, estimate or predict with certainty
various components of net income.
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Adjusted EPS per diluted share

                                                                       FISCAL YEARS ENDED APRIL 30,
(Dollars in thousands, except share and per
share data)                                                  2022                  2021                  2020

Net income (loss) (GAAP)                               $     (29,722)         $     61,193          $     73,653
Add back:
Acquisition and restructuring related expenses                    80                   174                   221
Non-recurring restructuring charges, net                         183                 5,848                     -
Pension settlement, net                                       68,473                     -                     -
Amortization of customer relationship
intangibles and trademarks                                    45,667                47,889                49,000
Net loss on debt forgiveness and modification                      -                13,792                     -
Tax benefit of add backs                                     (29,859)              (17,467)              (12,305)
Adjusted net income (Non-GAAP)                         $      54,822        

$111,429 $110,569

Weighted average diluted shares (GAAP)                    16,592,358            17,036,730            16,952,480
Add back: potentially anti-dilutive shares (1)                48,379                     -                     -
Weighted average diluted shares (Non-GAAP)                16,640,737            17,036,730            16,952,480

EPS per diluted share (GAAP)                           $       (1.79)         $       3.59          $       4.34
Adjusted EPS per diluted share (Non-GAAP)              $        3.29        

$6.54 $6.52


(1) Potentially dilutive securities for the twelve-month period ended April 30,
2022 have not been considered in the GAAP calculation of net loss per shares as
effect would be anti-dilutive.

      Free cash flow

                                                          FISCAL YEARS ENDED APRIL 30,
      (Dollars in thousands)                           2022           2021           2020

Cash flow from operating activities $24,445 $151,763 $177,542

      Less: Capital expenditures (1)                   51,582         46,318         40,739
      Free cash flow                               $  (27,137)     $ 105,445      $ 136,803

(1) Capital expenditures include cash payments for property, plant and equipment and cash payments for display investments.

Outlook for FY2023

We expect mid-teens to high-teens growth rate in net sales for fiscal 2023
versus fiscal 2022. The growth rate is highly dependent upon overall industry,
economic growth trends, material constraints, labor impacts, interest rates and
consumer behaviors. Our previously announced price increases will continue to
take effect at various stages throughout fiscal 2023, with pricing being
realized first in our new construction channel, followed by dealer distributor
and then home centers.

Our outlook for adjusted EBITDA margin percent for fiscal 2023 will range from
high single digit to low double-digit EBITDA. Inflationary pressures for raw
materials, fuel and logistics will continue at least through the first half of
fiscal 2023, and we expect margins will expand sequentially throughout the
second quarter of fiscal 2023 through the fourth quarter of fiscal 2023 as our
price realization grows and efficiencies with manufacturing operations improve.

We will continue our investment back into the business by increasing our capital
investment rate to a range of 3.0 to 3.5% of net sales. These investments will
range from the continuation of our ERP journey to get on the cloud, digital
investments in our customer experience and reinvesting in our manufacturing
facilities to help reduce labor dependencies, improve quality and increase
capacity. We are choosing to make these additional investments into our core
business which will help improve sales and enhance our margins in the future.
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Additional risks and uncertainties that could affect the Company's results of
operations and financial condition are discussed elsewhere in this annual
report, including under "Forward-Looking Statements," and elsewhere in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," as well as under Item 1A. "Risk Factors" and Item 7A. "Quantitative
and Qualitative Disclosures about Market Risk."

Cash and capital resources

The Company's cash and cash equivalents totaled $22.3 million at April 30, 2022,
representing a $68.7 million decrease from its April 30, 2021
levels. At April 30, 2022, total long-term debt (including current maturities)
was $508.9 million, a decrease of $12.8 million from the balance at April 30,
2021. The Company's ratio of long-term debt to total capital was 39.6%
at April 30, 2022, compared with 40.4% at April 30, 2021. The Company's main
source of liquidity is its cash and cash equivalents on hand and cash generated
from its operating activities, which we expect to continue into fiscal 2023.
Approximately $237.0 million was available under this facility as of April 30,
2022.  See Note F - Loans Payable and Long-Term Debt for further discussion on
our indebtedness.

On April 22, 2021, the Company amended and restated the Prior Credit Agreement.
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 the Prior Credit
Agreement and the redemption of the Senior Notes. 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.

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. See Note F - Loans Payable and
Long-Term Debt for a discussion of interest rates under the new A&R Credit
Agreement and our compliance with the covenants in the credit agreement.

From April 30, 2022 and 2021, the Company had no off-balance sheet arrangements.

OPERATIONAL ACTIVITIES

Cash provided by operating activities in fiscal 2022 was $24.4 million, compared
with $151.8 million in fiscal 2021. The decrease in the Company's cash from
operating activities was driven primarily by a decrease in net income and
decreased cash flows from inventories, accrued marketing expenses, other accrued
expenses, and accounts payable, which were partially offset by an increase in
cash flows from customer receivables.

Cash provided by operating activities in fiscal 2021 was $151.8 million,
compared with $177.5 million in fiscal 2020. The decrease in the Company's cash
from operating activities was driven primarily by a decrease in net income and
decreased cash flows from customer receivables and inventories, which were
partially offset by an increase in cash flows from accounts payable and accrued
marketing expenses.

The Company made no contributions to its pension plan in fiscal 2022, 2021, and
made contributions of $0.5 million to its pension plans during fiscal 2020.The
Company recognized a pension settlement charge of $68.3 million in fiscal 2022.

INVESTMENT ACTIVITIES

The Company's investing activities primarily consist of capital expenditures and
investments in promotional displays. Net cash used by investing activities in
fiscal 2022 was $51.6 million, compared with $42.4 million in fiscal 2021 and
$38.9 million in fiscal 2020. Investments in property, plant and equipment for
fiscal 2022 were $44.1 million, compared with $35.7 million in
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financial year 2021 and $31.7 million in fiscal 2020. Investments in promotional displays $7.5 million in fiscal 2022, compared to $10.6 million in fiscal year 2021 and $9.1 million during fiscal year 2020.

FUNDING ACTIVITIES

The Company realized a net outflow of $41.6 million from financing activities in
fiscal 2022 compared with a net outflow of $115.3 million in fiscal 2021, and a
net outflow of $99.2 million in fiscal 2020. During fiscal 2022, $15.5 million,
net, was used to repay long-term debt, compared with approximately $82.5 million
in fiscal 2021 and $98.5 million in fiscal 2020.

On August 22, 2019, the Board authorized a stock repurchase program of up to $50
million of the Company's common shares. On May 25, 2021, the Board authorized a
stock repurchase program of up to $100 million of the Company's outstanding
common shares. In conjunction with this authorization the Board cancelled the
remaining portion of the $50 million existing authorization, of which the
Company had repurchased $20 million in the fourth quarter of fiscal 2021. The
Company repurchased $25.0 million during fiscal 2022 and $20.0 million during
fiscal 2021. The Company did not repurchase any of its shares during the fiscal
year ended April 30, 2020.

Cash flow from operations combined with accumulated cash and cash equivalents is expected to be more than sufficient to meet projected working capital requirements, service existing debt and fund capital expenditures for fiscal 2023.

Future minimum annual commitments for contractual obligations under term loans,
the Revolving Facility, capital and operating lease obligations, and other
long-term debt amount to $27.6 million in fiscal 2023, $77.6 million in fiscal
2024-25, $505.3 million in fiscal 2026-27, and $30.5 million in fiscal 2028 and
thereafter.

SEASONALITY

Our business has been subject to seasonal influences, with higher sales
typically realized in our first and fourth fiscal quarters, however sales were
down in the fourth quarter of fiscal 2020 and the first quarter of fiscal 2021
due to the COVID-19 pandemic. 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.

For a further discussion of risks that could affect the Company and its business, see “Forward-Looking Statements” above, as well as Section 1A. “Risk Factors” and point 7A. “Quantitative and qualitative information on market risk.”

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management has chosen accounting policies that are necessary to give reasonable
assurance that the Company's operational results and financial position are
accurately and fairly reported. The significant accounting policies of the
Company are disclosed in Note A to the Consolidated Financial Statements
included in this annual report. The following discussion addresses the
accounting policies that management believes have the greatest potential impact
on the presentation of the financial condition and operating results of the
Company for the periods being reported and that require the most judgment.

Management regularly reviews these critical accounting policies and estimates with the Audit Committee of the Board of Directors.

Revenue Recognition. The Company utilizes signed sales agreements that provide
for transfer of title to the customer at the time of shipment or upon delivery
based on the contractual terms. The Company must estimate the amount of sales
that have been transferred to third-party carriers but not delivered to
customers as the carriers are not able to report real-time what has been
delivered and thus there is a delay in reporting to the Company. The estimate is
calculated using a lag factor determined by analyzing the actual difference
between shipment date and delivery date of orders over the past 12 months.
Revenue is recognized on those shipments which the Company believes have been
delivered to the customer.

The Company recognizes revenue based on the invoice price less allowances for
sales returns, cash discounts, and other deductions as required under GAAP.
Collection is reasonably assured as determined through an analysis of accounts
receivable data, including historical product returns and the evaluation of each
customer's ability to pay. Allowances for sales returns are based on the
historical relationship between shipments and returns. The Company believes that
its historical experience is an accurate reflection of future returns.

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Pensions. Prior to April 30, 2020, the Company had two non-contributory defined
benefit pension plans covering many of the Company's employees hired prior to
April 30, 2012. Effective April 30, 2012, the Company froze all future benefit
accruals under the Company's hourly and salaried defined benefit pension plans.
Effective April 30, 2020, these plans were merged into one plan. Effective
December 31, 2020 the Plan was terminated in a standard termination and benefits
were distributed on December 2, 2021.

Goodwill. Goodwill represents the excess of purchase price over the fair value
of net assets acquired. The Company does not amortize goodwill but evaluates for
impairment annually, or whenever events or changes in circumstances indicate
that the carrying value may not be recoverable.

In accordance with the accounting standards, 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 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 to fair value. There were no impairment charges related to goodwill
for the fiscal years 2022, 2021, and 2020..

The on-going COVID-19 pandemic, Russia's military actions in Ukraine, related
global supply chain constraints, and higher raw material costs have created
volatility, uncertainty and economic disruption for the Company, our customers
and vendors, and the markets in which we do business. We have experienced
production delays, disruptions in component availability, increased pricing both
for labor and parts, lower levels of factory utilization and higher logistics,
transportation, energy, and operational costs. Such business conditions are
expected to continue into fiscal 2023. In addition, as of April 30, 2022, our
stock price has declined to $46.85.

It is possible that, during the fiscal 2023 or beyond, business conditions could
deteriorate from the current state, our current or prospective customers could
materially postpone, reduce or even forgo purchases of our products and services
to a greater extent than we currently anticipate, or our common stock price
could fluctuate. Such fluctuation could be caused by uncertainty about the
severity and length of the COVID-19 pandemic, and its impact on global activity.

A significant decline in our customers' spending that is greater than we
anticipate or a shift in funding priorities may also have a negative effect on
future orders, sales, income and cash flows and we might be required to perform
a quantitative assessment during fiscal 2023 or beyond. If assumed net sales and
cash flow projections are not achieved in future periods or our common stock
price declines from its fiscal 2022 year end price, our goodwill could be at
risk of failing the quantitative assessment and goodwill and intangibles could
be impaired.

Intangible Assets. 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 other intangible assets
for the fiscal years 2022, 2021, and 2020.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes," which simplifies the accounting
for income taxes by removing certain exceptions for recognizing deferred taxes
for investments, performing intraperiod tax allocations and calculating income
taxes in interim periods. The amendments also improve consistent application of
and simplify GAAP for other areas of Topic 740 by clarifying and amending
existing guidance. ASU 2019-12 became effective for the Company beginning May 1,
2021. The Company has reviewed the provisions of this new pronouncement and the
adoption of this guidance did not have an impact on the Company's consolidated
financial statements.

In March 2020, the FASB issued ASU No. 2020-04 "Reference Rate Reform (Topic
848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting." These amendments provide temporary optional guidance to ease the
potential burden in accounting for reference rate reform. The ASU provides
optional expedients and exceptions for applying generally accepted accounting
principles to contract modifications and hedging relationships, subject to
meeting certain criteria, that reference LIBOR or another reference rate
expected to be discontinued. It is intended to help stakeholders during the
global market-wide reference rate transition period. The guidance is effective
for all entities as of March 12, 2020 through December 31, 2022 and can be
adopted as of any date from the beginning of an interim period that includes or
is subsequent to March 12, 2020. The Company has identified loans and other
financial instruments that are directly or indirectly influenced by LIBOR and
does not expect the adoption of ASU 2020-04 to have a material impact on its
consolidated financial statements.
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