2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions, except per share amounts) March 30,
−Removed: 2025 March 31,
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions, except per share amounts) June 29,
+Added: 2025 June 30,
+Added: 2024 June 29,
+Added: 2025 June 30,
NET SALES $ 730.9 $ 676.5 $ 1,391.2 $ 1,314.6
6 unchanged sentences
Interest expense 18.9 20.6 38.3 34.7
−Removed: Other expense (income), net 0.4 ( 0.3 )
+Added: Other income, net ( 0.6 ) ( 2.9 ) ( 0.2 ) ( 3.2 )
INCOME BEFORE TAXES 49.0 60.1 66.3 109.1
10 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30,
−Removed: 2025 March 31,
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29,
+Added: 2025 June 30,
+Added: 2024 June 29,
+Added: 2025 June 30,
NET INCOME $ 37.3 $ 45.3 $ 50.6 $ 82.8
−Removed: Other comprehensive income, before tax:
+Added: Other comprehensive income (loss), before tax:
Foreign currency translation adjustments 12.5 ( 10.7 ) 13.7 ( 11.8 )
−Removed: Unrealized gains on derivatives:
−Removed: Unrealized holding gains arising during period 1.0 1.8
−Removed: reclassification adjustment for losses (gains) included in net income 2.9 ( 0.5 )
−Removed: Unrealized gains on derivatives 3.9 1.3
+Added: Unrealized gains (losses) on derivatives:
+Added: Unrealized holding gains (losses) arising during period 5.8 ( 5.7 ) 6.8 ( 3.9 )
+Added: reclassification adjustment for (gains) losses included in net income ( 0.2 ) ( 0.8 ) 2.7 ( 1.3 )
+Added: Unrealized gains (losses) on derivatives 5.6 ( 6.5 ) 9.5 ( 5.2 )
Defined benefit plans:
2 unchanged sentences
Defined benefit plans — — 5.8 —
−Removed: Other comprehensive income, before tax 10.9 0.2
+Added: Other comprehensive income (loss), before tax 18.1 ( 17.2 ) 29.0 ( 17.0 )
Income tax expense related to items of other comprehensive income — — ( 1.4 ) —
−Removed: Other comprehensive income, net of tax 9.5 0.2
+Added: Other comprehensive income (loss), net of tax 18.1 ( 17.2 ) 27.6 ( 17.0 )
COMPREHENSIVE INCOME $ 55.4 $ 28.1 $ 78.2 $ 65.8
2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: Dollars presented in millions) March 30,
+Added: Dollars presented in millions) June 29,
2025 December 29,
26 unchanged sentences
authorized 750.0 million shares;
−Removed: 131.7 million issued and 127.2 million outstanding as of March 30, 2025 ;
+Added: 131.8 million issued and 126.7 million outstanding as of June 29, 2025 ;
130.9 million issued and 127.6 million outstanding as of December 29, 2024)
9 unchanged sentences
26 Weeks Ended
−Removed: Dollars presented in millions) March 30,
−Removed: 2025 March 31,
+Added: Dollars presented in millions) June 29,
+Added: 2025 June 30,
OPERATING ACTIVITIES
Net income $ 50.6 $ 82.8
−Removed: Adjustments to reconcile net income to net cash (used in) provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 34.2 25.7
11 unchanged sentences
Other items ( 6.3 ) 3.6
−Removed: NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 31.4 ) 18.7
+Added: NET CASH PROVIDED BY OPERATING ACTIVITIES 53.4 96.1
INVESTING ACTIVITIES
1 unchanged sentence
( 27.9 ) ( 18.3 )
+Added: Proceeds from the disposition of assets 3.6 6.4
NET CASH USED IN INVESTING ACTIVITIES ( 24.3 ) ( 11.9 )
1 unchanged sentence
Proceeds from revolving credit facility borrowings 115.0 —
+Added: Issuance of Senior Notes — 700.0
Repayment of revolving credit facility borrowings ( 125.0 ) —
+Added: Repayment of term loan ( 712.5 )
+Added: Payment of financing fees — ( 15.2 )
Repurchase of common stock ( 18.1 ) ( 6.5 )
1 unchanged sentence
Other items ( 1.3 ) ( 1.0 )
−Removed: NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 33.5 ( 7.1 )
+Added: NET CASH USED IN FINANCING ACTIVITIES ( 34.0 ) ( 40.3 )
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash 4.0 ( 3.2 )
5 unchanged sentences
Total cash, cash equivalents and restricted cash $ 120.7 $ 189.4
−Removed: (a) Capital expenditures of $ 4.6 million and $ 4.1 million that have not been paid as of March 30, 2025 and March 31, 2024, respectively, were excluded from the condensed consolidated statements of cash flows.
+Added: (a) Capital expenditures of $ 3.7 million and $ 3.2 million that have not been paid as of June 29, 2025 and June 30, 2024, respectively, were excluded from the condensed consolidated statements of cash flows.
See notes to unaudited condensed consolidated financial statements
10 unchanged sentences
Net income — — — — — 82.8 82.8
−Removed: Other comprehensive income — — — — 0.2 — 0.2
+Added: Other comprehensive loss — — — — ( 17.0 ) — ( 17.0 )
Stock-based compensation 0.6 — 11.1 ( 5.1 ) — — 6.0
Stock repurchase program ( 0.4 ) — — ( 6.5 ) — — ( 6.5 )
−Removed: Balance at March 31, 2024
+Added: Balance at June 30, 2024
127.0 $ 1.3 $ 28.9 $ ( 37.7 ) $ ( 20.7 ) $ 1,287.3 $ 1,259.1
6 unchanged sentences
Stock repurchase program ( 1.4 ) — — ( 18.1 ) — — ( 18.1 )
−Removed: Balance at March 30, 2025
+Added: Balance at June 29, 2025
126.7 $ 1.3 $ 50.5 $ ( 66.7 ) $ ( 5.1 ) $ 1,381.0 $ 1,361.0
9 unchanged sentences
Our fiscal 2025 and 2024 consist of 52 weeks ending on December 28, 2025 and December 29, 2024, respectively.
−Removed: The condensed consolidated balance sheets as of March 30, 2025 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the thirteen weeks ended March 30, 2025 and the thirteen weeks ended March 31, 2024 are unaudited.
+Added: The condensed consolidated balance sheets as of June 29, 2025 , as well as the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the thirteen and twenty-six weeks ended June 29, 2025 and the thirteen and twenty-six weeks ended June 30, 2024 are unaudited.
The presentation of these financial statements requires us to make estimates and assumptions that affect reported amounts and related disclosures.
27 unchanged sentences
Supreme is a domestic manufacturer of residential cabinetry with a portfolio of product lines significantly focused on premium products.
−Removed: Supreme, with manufacturing facilities located in Minnesota, Iowa and North Carolina, and its two brands, Dura Supreme and Bertch cabinetry, crafted framed and frameless cabinetry for a nationwide network of dealers.
+Added: Supreme, with manufacturing facilities located in Minnesota, Iowa and North Carolina, and its two brands, Dura Supreme and Bertch cabinetry, crafts framed and frameless cabinetry for a nationwide network of dealers.
The combined company is reaching more customers, through its highly complementary dealer networks, with greater efficiency and effectiveness.
2 unchanged sentences
The purchase consideration was $ 527.3 million.
−Removed: The Company incurred $ 1.6 million of acquisition-related costs associated with the acquisition in the thirteen weeks ended March 30, 2025 , which are recorded within selling, general and administrative expenses in the condensed consolidated statements of income.
+Added: The Company incurred $ 1.9 million and $ 3.5 million of acquisition-related costs in the thirteen and twenty-six weeks ended June 29, 2025 , respectively, and $ 4.4 million of acquisition-related costs for both the thirteen and twenty-six weeks ended June 30, 2024 , which are recorded within selling, general and administrative expenses in the condensed consolidated statements of income.
The purchase price of Supreme was allocated on a preliminary basis as of the closing date of July 10, 2024.
2 unchanged sentences
Since the initial measurement of the identified assets acquired and liabilities assumed, progress was made in completing certain of our additional valuations and analyses and disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
−Removed: There were no adjustments to the preliminary valuation of identifiable assets acquired and liabilities assumed during the first quarter of 2025.
−Removed: We continue to evaluate the initial fair values, which may be adjusted with an offsetting impact to goodwill, as additional information relative to the fair values of the assets and liabilities becomes available over the measurement period.
+Added: We finalized our valuation of the identified assets acquired and liabilities assumed during the thirteen weeks ended June 29, 2025.
+Added: There were no adjustments to the preliminary valuation of identifiable assets acquired and liabilities assumed during the thirteen and twenty-six weeks ended June 29, 2025 .
Pro forma financial information
−Removed: Net sales and earnings related to the operations of Supreme that have been included in our condensed consolidated statements of income for the thirteen weeks ended March 30, 2025 are as follows:
−Removed: Dollars presented in millions)
+Added: Net sales and earnings related to the operations of Supreme that have been included in our condensed consolidated statements of income for the thirteen and twenty-six weeks ended June 29, 2025 are as follows:
+Added: Dollars presented in millions) 13 Weeks Ended June 29, 2025 26 Weeks Ended June 29, 2025
Net Sales $ 70.7 $ 131.5
15 unchanged sentences
Obligations arise for us from customer rights to return our goods, including among others, product obsolescence, stock rotations, trade-in agreements for newer products and upon termination of a customer contract.
−Removed: We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.2 million and $ 1.9 million as of March 30, 2025 and December 29, 2024, respectively.
+Added: We estimate future product returns at the time of sale based on historical experience and record a corresponding refund obligation, which amounted to $ 2.1 million and $ 1.9 million as of June 29, 2025 and December 29, 2024, respectively.
Refund obligations are classified within other current liabilities in our condensed consolidated balance sheets.
1 unchanged sentence
The Company disaggregates revenue from contracts with customers into (i) major sales distribution channels and (ii) total sales to customers by shipping location, as these categories depict the nature, amount, timing and uncertainty of revenues and cash flows that are affected by economic factors.
−Removed: The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen weeks ended March 30, 2025 and March 31, 2024 .
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024
+Added: The following table disaggregates our consolidated revenue by major sales distribution channels and by shipping location for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 .
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Net Sales by Channel
1 unchanged sentence
Retailers (b)
+Added: 223.0 231.7 446.5 474.6
+Added: 97.9 92.1 181.6 172.3
Net sales $ 730.9 $ 676.5 $ 1,391.2 $ 1,314.6
2 unchanged sentences
$ 700.0 $ 643.9 $ 1,335.0 $ 1,252.1
+Added: 27.9 28.7 49.8 53.9
+Added: 3.0 3.9 6.4 8.6
Net sales $ 730.9 $ 676.5 $ 1,391.2 $ 1,314.6
14 unchanged sentences
All provisions for allowances for doubtful collection of accounts are included in selling, general and administrative expenses.
−Removed: The following table summarizes the activity for the thirteen weeks ended March 30, 2025 and March 31, 2024:
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024
+Added: The following table summarizes the activity for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024:
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Beginning balance $ 1.1 $ 3.7 $ 3.0 $ 4.6
Bad debt provision
+Added: 0.3 0.1 0.5 0.1
Uncollectible accounts written off, net of recoveries ( 0.1 ) ( 1.0 ) ( 2.2 ) ( 1.9 )
1 unchanged sentence
Earnings Per Share
−Removed: The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the thirteen weeks ended March 30, 2025 and March 31, 2024:
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions, except per share amounts) March 30, 2025 March 31, 2024
+Added: The following table sets forth the reconciliation of the numerator and the denominator of basic earnings per share and diluted earnings per share for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024:
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions, except per share amounts) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Numerator for basic and diluted earnings per share - Net income $ 37.3 $ 45.3 $ 50.6 $ 82.8
5 unchanged sentences
Diluted $ 0.29 $ 0.35 $ 0.39 $ 0.63
−Removed: Approximately 1.0 million shares were excluded from the calculation of diluted earnings per share for the thirteen weeks ended March 31, 2024, because their inclusion would have been anti-dilutive.
+Added: Approximately 2.2 million and 0.7 million shares were excluded from the calculation of diluted earnings per share for the thirteen and twenty-six weeks ended June 29, 2025, respectively, and approximately 0.9 million and 1.0 million shares were excluded from the calculation of diluted earnings per share for the thirteen and twenty-six weeks ended June 30, 2024, respectively, because their inclusion would have been anti-dilutive.
Balance Sheet Information
Supplemental information on our condensed consolidated balance sheets is as follows:
−Removed: Dollars presented in millions) March 30, 2025 December 29, 2024
+Added: Dollars presented in millions) June 29, 2025 December 29, 2024
Raw materials and supplies $ 191.8 $ 197.2
12 unchanged sentences
Accrued salaries, wages and other compensation $ 48.4 $ 54.9
−Removed: Accrued income and other taxes 16.7 14.2
Interest payable 23.0 25.5
−Removed: Accrued product warranties 8.8 9.3
+Added: Accrued income and other taxes 15.5 14.2
Accrued restructuring 9.0 4.9
+Added: Accrued product warranties 7.9 9.3
Derivative payable 0.1 5.7
2 unchanged sentences
Goodwill and Identifiable Intangible Assets
−Removed: We had goodwill of $ 1,126.1 million and $ 1,125.8 million as of March 30, 2025 and December 29, 2024, respectively.
+Added: We had goodwill of $ 1,127.6 million and $ 1,125.8 million as of June 29, 2025 and December 29, 2024, respectively.
The change in the net carrying amount of goodwill was as follows:
2 unchanged sentences
2025 translation adjustments 1.8
−Removed: Balance at March 30, 2025
−Removed: The gross carrying value and accumulated amortization by class of intangible assets as of March 30, 2025 and December 29, 2024 were as follows:
−Removed: March 30, 2025 December 29, 2024
+Added: Balance at June 29, 2025
+Added: The gross carrying value and accumulated amortization by class of intangible assets as of June 29, 2025 and December 29, 2024 were as follows:
+Added: June 29, 2025 December 29, 2024
Dollars presented in millions) Gross
10 unchanged sentences
Total identifiable intangibles $ 826.2 $ ( 265.7 ) $ 560.5 $ 822.5 $ ( 251.2 ) $ 571.3
−Removed: There were no impairments of goodwill or indefinite-lived assets for the thirteen weeks ended March 30, 2025 .
+Added: There were no impairments of goodwill or indefinite-lived assets for the thirteen and twenty-six weeks ended June 29, 2025 .
The Company tests goodwill and indefinite-lived intangibles for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate the asset might be impaired.
−Removed: There were no triggering events requiring an impairment assessment be conducted in the thirteen weeks ended March 30, 2025.
+Added: There were no triggering events requiring an impairment assessment be conducted in the thirteen and twenty-six weeks ended June 29, 2025.
However, it is possible that future changes in circumstances would require the Company to record non-cash impairment charges.
12 unchanged sentences
• Derivative instruments that are designated as net investment hedges - The changes in fair value of the derivative instrument are recognized in the condensed consolidated statements of income when realized upon sale or upon complete or substantially complete liquidation of the investment in the foreign entity.
−Removed: As of and for the thirteen weeks ended March 30, 2025 and March 31, 2024, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.
+Added: As of and for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024, we have only entered into foreign currency forward contracts, some of which have been designated as fair value hedges and some of which have been designated as cash flow hedges.
We may enter into foreign currency forward contracts to protect against foreign exchange risks associated with certain existing assets and liabilities, forecasted future cash flows and net investments in foreign subsidiaries.
2 unchanged sentences
The gross U.S.
−Removed: dollar equivalent notional amount of all foreign currency derivative hedges outstanding at March 30, 2025, was $ 79.3 million, representing a net settlement liability of $ 1.9 million.
−Removed: Based on foreign exchange rates as of March 30, 2025 , we estimate that the $ 1.1 million of net derivative losses associated with cash flow hedges and included in accumulated other comprehensive inco me as of March 30, 2025, will be reclassified to earnings within the next twelve months.
−Removed: The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of March 30, 2025 and December 29, 2024 were:
−Removed: Dollars presented in millions) Location March 30, 2025 December 29, 2024
+Added: dollar equivalent notional amount of all foreign currency derivative hedges outstanding at June 29, 2025, was $ 85.4 million, representing a net settlement asset of $ 4.9 million.
+Added: Based on foreign exchange rates as of June 29, 2025 , we estimate that the $ 4.5 million of net derivative gains associated with cash flow hedges and included in accumulated other comprehensive inco me as of June 29, 2025, will be reclassified to earnings within the next twelve months.
+Added: The fair values of foreign exchange derivative instruments on the condensed consolidated balance sheets as of June 29, 2025 and December 29, 2024 were:
+Added: Dollars presented in millions) Location June 29, 2025 December 29, 2024
Foreign exchange contracts Other current assets $ 5.0 $ —
2 unchanged sentences
Total liabilities $ 0.1 $ 5.7
−Removed: The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive income for the thirteen weeks ended March 30, 2025 and March 31, 2024 are presented in the table below.
+Added: The effects of cash flow hedging financial instruments included within the condensed consolidated statements of comprehensive income for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 are presented in the table below.
When the hedged item affects earnings, amounts are reclassed out of accumulated other comprehensive loss and recognized as a component of cost of products sold.
1 unchanged sentence
Income for Cash Flow Hedging Relationships
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Foreign exchange contracts:
−Removed: Unrealized holding gains arising during period $ 1.0 $ 1.8
−Removed: reclassification adjustment for losses (gains) included in net income 2.9 ( 0.5 )
−Removed: Unrealized gains on derivatives $ 3.9 $ 1.3
−Removed: The effects of fair value hedging financial instruments included in other expense, net on the condensed consolidated statements of income for the thirteen weeks ended March 30, 2025 and March 31, 2024 were:
−Removed: Amount of (Loss) Gain Recognized in Earnings
+Added: Unrealized holding gains (losses) arising during period $ 5.8 $ ( 5.7 ) $ 6.8 $ ( 3.9 )
+Added: reclassification adjustment for (gains) losses included in net income ( 0.2 ) ( 0.8 ) 2.7 ( 1.3 )
+Added: Unrealized gains (losses) on derivatives $ 5.6 $ ( 6.5 ) $ 9.5 $ ( 5.2 )
+Added: The effects of fair value hedging financial instruments included in other expense, net on the condensed consolidated statements of income for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 were:
+Added: Amount Recognized in Earnings
on Fair Value Hedging Relationships
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Foreign exchange contracts:
Hedged items $ ( 0.3 ) $ — $ ( 0.5 ) $ ( 0.1 )
+Added: Derivatives designated as hedging instruments — 0.1 — 0.1
Net (losses) gains recognized in earnings $ ( 0.3 ) $ 0.1 $ ( 0.5 ) $ —
5 unchanged sentences
We do not have any assets or liabilities measured at fair value on a recurring basis that are Level 3, except for certain assumptions in estimating the fair value of indefinite-lived tradenames, as discussed in Note 3, "Acquisition of Supreme," and Note 9, "Goodwill and Identifiable Intangible Assets," in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.
−Removed: Assets and liabilities measured at fair value on a recurring basis as of March 30, 2025 and December 29, 2024 were as follows:
−Removed: Dollars presented in millions) March 30, 2025 December 29, 2024
+Added: Assets and liabilities measured at fair value on a recurring basis as of June 29, 2025 and December 29, 2024 were as follows:
+Added: Dollars presented in millions) June 29, 2025 December 29, 2024
Derivative asset financial instruments (Level 2) $ 5.0 $ —
4 unchanged sentences
Derivative financial instruments are recorded at fair value.
−Removed: The estimated fair value of the Company's debt, including current maturities, was based on Level 2 inputs, being market quotes or values for similar instruments, and interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities, at a discount rate for the remaining principal payments.
−Removed: As of March 30, 2025, both the fair value and carrying value of total debt was $ 1,070.0 million , excluding deferred financing costs.
+Added: The estimated fair value of the Company's debt, including current maturities, is based on Level 2 inputs, being market quotes or values for similar instruments, and interest rates currently available to the Company for the issuance of debt with similar terms and remaining maturities, at a discount rate for the remaining principal payments.
+Added: As of June 29, 2025, the fair value of total debt was $ 1,024.1 million compared to the carrying value of $ 1,010.0 million, excluding deferred financing costs.
As of December 29, 2024, the fair value of total debt was $ 1,025.3 million compared to the carrying value of $ 1,020.0 million , excluding deferred financing costs.
−Removed: The following table provides a summary of the Company’s debt as of March 30, 2025 and December 29, 2024, including the carrying value of the debt less debt issuance costs:
−Removed: March 30, 2025 December 29, 2024
+Added: The following table provides a summary of the Company’s debt as of June 29, 2025 and December 29, 2024, including the carrying value of the debt less debt issuance costs:
+Added: June 29, 2025 December 29, 2024
Dollars presented in millions) Long-term Long-term
5 unchanged sentences
2024 Refinancing Transaction
−Removed: On June 27, 2024, the Company completed a private offering (the “Offering”) of $ 700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 (the “Senior Notes”) and entered into an amended and restated credit agreement (the “2024 Credit Agreement”), which amended and restated the 2022 credit agreement.
+Added: On June 27, 2024, the Company completed a private offering (the “Offering”) of $ 700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 (the “Senior Notes”) and entered into an amended and restated credit agreement (the “2024 Credit Agreement”), which amended and restated the Company’s 2022 credit agreement.
The Company used the funds from the refinancing transaction, and cash on-hand, to:
4 unchanged sentences
Interest on the Senior Notes accrues at a rate of 7.00 percent per annum and is payable semi-annually in arrears on January 15 and July 15, beginning on January 15, 2025.
−Removed: The Senior Notes had an outstanding balance of $ 700.0 million as of March 30, 2025.
−Removed: As of March 30, 2025, prepaid debt issuance costs related to the Notes were $ 11.8 million and are being amortized over the term of the debt.
+Added: The Senior Notes had an outstanding balance of $ 700.0 million as of June 29, 2025.
+Added: As of June 29, 2025, prepaid debt issuance costs related to the Senior Notes were $ 11.3 million and are being amortized over the term of the debt.
These costs are included in long-term debt in our condensed consolidated balance sheets.
−Removed: The Company was in compliance with all of its debt covenants under the Indenture as of March 30, 2025 and December 29, 2024.
+Added: The Company was in compliance with all of its debt covenants under the Indenture as of June 29, 2025 and December 29, 2024.
The 2024 Credit Agreement provides for a 5 -year , $ 750.0 million revolving credit facility.
7 unchanged sentences
The occurrence of an event of default could result in the termination of commitments under the revolving credit facility, the acceleration of all outstanding amounts thereunder and the requirement to cash collateralize outstanding letters of credit.
−Removed: The Company was in compliance with all of its debt covenants under the 2024 Credit Agreement as of March 30, 2025 and December 29, 2024.
−Removed: The revolving credit facility had an outstanding balance of $ 370.0 million as of March 30, 2025 and had $ 358.6 million of availability.
+Added: The Company was in compliance with all of its debt covenants under the 2024 Credit Agreement as of June 29, 2025 and December 29, 2024.
+Added: The revolving credit facility had an outstanding balance of $ 310.0 million as of June 29, 2025 and had $ 418.6 million of availability.
Availability under the $ 750.0 million revolving credit facility is reduced by the outstanding balance under the revolving credit facility and outstanding letters of credit.
−Removed: As of March 30, 2025, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 4.4 million and will be amortized over the term of the debt.
−Removed: At March 30, 2025, these costs are included in other assets in our condensed consolidated balance sheets.
−Removed: Interest paid on debt was $ 33.4 million and $ 14.1 million for the thirteen weeks ended March 30, 2025 and March 31, 2024 , respectively.
+Added: As of June 29, 2025, prepaid debt issuance costs related to the 2024 Credit Agreement were $ 4.1 million and will be amortized over the term of the debt.
+Added: At June 29, 2025, these costs are included in other assets in our condensed consolidated balance sheets.
+Added: Interest paid on debt was $ 6.0 million and $ 39.4 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively, and $ 13.9 million and $ 28.0 million for the thirteen and twenty-six weeks ended June 30, 2024 , respectively.
Restructuring Charges
−Removed: For the thirteen weeks ended March 30, 2025 , we recognized restructuring charges of $ 4.7 million.
−Removed: For the thirteen weeks ended March 31, 2024, we recognized restructuring charges of $ 0.4 million.
+Added: For the thirteen and twenty-six weeks ended June 29, 2025 , we recognized restructuring charges of $ 6.6 million and $ 11.3 million, respectively.
+Added: For the thirteen and twenty-six weeks ended June 30, 2024, we recognized restructuring charges of $ 2.8 million and $ 3.2 million, respectively.
Restructuring charges for all periods presented are largely related to severance costs and other associate-related costs in order to better align our workforce with our forecasted demand within our manufacturing footprint.
Reconciliation of Restructuring Liability
+Added: Dollars presented in millions) Balance at
+Added: March 30, 2025 Provision Cash Expenditures (a)
+Added: Writeoffs Balance at June 29, 2025
+Added: Workforce reduction costs $ 7.7 $ 5.2 $ ( 3.9 ) $ — $ 9.0
+Added: Other — 1.4 ( 0.8 ) ( 0.6 ) —
+Added: $ 7.7 $ 6.6 $ ( 4.7 ) $ ( 0.6 ) $ 9.0
+Added: Dollars presented in millions) Balance at
+Added: March 31, 2024
+Added: Provision Cash Expenditures (a)
+Added: Writeoffs Balance at June 30, 2024
+Added: Workforce reduction costs $ 0.5 $ 1.9 $ ( 1.0 ) $ — $ 1.4
+Added: Other 0.1 0.9 ( 0.9 ) — 0.1
+Added: $ 0.6 $ 2.8 $ ( 1.9 ) $ — $ 1.5
Dollars presented in millions) Balance at December 29, 2024 Provision Cash Expenditures (a)
−Removed: Writeoffs Balance at March 30, 2025
+Added: Writeoffs Balance at June 29, 2025
Workforce reduction costs $ 4.8 $ 9.1 $ ( 4.9 ) $ — $ 9.0
2 unchanged sentences
Dollars presented in millions) Balance at December 31, 2023 Provision Cash Expenditures (a)
−Removed: Writeoffs Balance at March 31, 2024
+Added: Writeoffs Balance at June 30, 2024
Workforce reduction costs $ 1.3 $ 2.0 $ ( 1.9 ) $ — $ 1.4
2 unchanged sentences
(a) Cash expenditures primarily related to severance charges.
−Removed: The effective income tax rates for the thirteen weeks ended March 30, 2025 and March 31, 2024, were 23.1 percent and 23.5 percent, respectively.
−Removed: The decrease in effective tax rate between the periods is primarily the result of lower foreign income taxed at higher rates, return-to-provision adjustments, and foreign inclusions net of foreign tax credits, partially offset by an increase in the valuation allowance and a reduction in the stock compensation windfall benefits for shares which vested.
−Removed: The difference between our effective income tax rate for the thirteen weeks ended March 30, 2025, and the U.S.
+Added: The effective income tax rates for the thirteen weeks ended June 29, 2025 and June 30, 2024, were 23.9 percent and 24.6 percent, respectively.
+Added: The net decrease in the effective tax rate between the periods is primarily due to lower state and local income taxes and changes in foreign exclusions, partially offset by an increase in the valuation allowance and a reduction in the stock compensation windfall benefit for shares which vested.
+Added: The difference between our effective income tax rate for the thirteen weeks ended June 29, 2025, and the U.S.
+Added: statutory rate of 21.0 percent is due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits.
+Added: These were partially offset by the release of uncertain tax positions and foreign exclusions .
+Added: The difference between our effective income tax rate for the thirteen weeks ended June 30, 2024, and the U.S.
+Added: statutory rate of 21.0 percent is due to the unfavorable impact of state and local income taxes, nondeductible compensation and foreign income inclusions with offsetting tax credits, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.
+Added: The effective income tax rates for the twenty-six weeks ended June 29, 2025 and June 30, 2024, were 23.7 percent and 24.1 percent, respectively.
+Added: The net decrease in effective tax rate between the periods is primarily due to lower state and local income taxes, changes in foreign exclusions and favorable return-to-provision adjustments, partially offset by an increase in the valuation allowance and a reduction in the stock compensation windfall benefit for shares which vested.
+Added: The difference between our effective income tax rate for the twenty-six weeks ended June 29, 2025, and the U.S.
statutory rate of 21.0 percent is primarily due to the unfavorable impact of net changes in state and local income taxes, nondeductible compensation, foreign income taxed at higher rates, an increase in the valuation allowance and foreign income inclusions net of foreign tax credits.
−Removed: These were partially offset by benefits for return-to-provision adjustments , the stock compensation windfall benefit for shares which vested, tax credits, and foreign exclusions.
−Removed: The difference between the Company’s effective income tax rate for the thirteen weeks ended March 31, 2024, and the U.S.
−Removed: statutory rate of 21.0 percent is primarily due to the unfavorable impact of state and local income taxes, foreign income inclusions net of foreign tax credits and nondeductible compensation, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.
+Added: These were partially offset by the release of uncertain tax positions, the stock compensation windfall benefit for shares which vested, and foreign exclusions.
+Added: The difference between the Company’s effective income tax rate for the twenty-six weeks ended June 30, 2024, and the U.S.
+Added: statutory rate of 21.0 percent is due to the unfavorable impact of state and local income taxes, foreign income inclusions with offsetting tax credits and nondeductible compensation, partially offset by the stock compensation windfall benefit for shares which vested and the mix of earnings in jurisdictions with differing tax rates.
+Added: On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into U.S.
+Added: The OBBBA includes changes to several corporate tax provisions, including tax deductions for qualified research expenditures, changes to business interest expense limitations and bonus depreciation.
+Added: We are currently assessing its impact on our consolidated financial statements.
+Added: In 2024, certain jurisdictions in which we operate enacted, or announced their intention to enact, legislation consistent with one or
+Added: more Organization for Economic Co-operation and Development Global Anti-Base Erosion Model Rules (“Pillar Two”).
+Added: The model rules include qualified domestic minimum top-up taxes, income inclusion rules, and undertaxed profit rules all aimed to ensure that multinationals pay a minimum effective corporate tax rate of 15 percent in each jurisdiction in which they operate, with some rules effective in 2024, 2025 or others becoming effective in 2026.
+Added: The Pillar Two legislation, as enacted in certain jurisdictions in which we operate, does not materially impact our 2025 annual effective tax rate but is expected to unfavorably impact our annual effective tax rate in 2026.
+Added: Further changes to our entity structure, enacted local legislation, or changes in jurisdictions in which we operate could also impact our future effective tax rate.
Pension and Other Postretirement Plans
9 unchanged sentences
On February 18, 2025, the Company completed the purchase of group annuity contracts with an insurance company, in which the liability, plan administration and payout of benefits were irrevocably transferred.
−Removed: In June 2025, the insurance company will begin paying plan benefits to eligible plan participants through the group annuity contracts.
−Removed: As a result of the settlement, the Company recognized a non-cash settlement charge of $ 0.3 million recorded within other expense (income), net in the accompanying condensed consolidated statements of income for the quarter ended March 30, 2025.
−Removed: As a result of the termination of the defined benefit pension plan, the Company recognized a surplus in plan assets of $ 5.2 million, recorded within other current assets in the accompanying condensed consolidated balance sheet as of March 30, 2025.
+Added: In June 2025, the insurance company began paying plan benefits to eligible plan participants through the group annuity contracts.
+Added: As a result of the settlement, the Company recognized a non-cash settlement charge of $ 0.2 million recorded within other income, net in the accompanying condensed consolidated statements of income for the twenty-six weeks ended June 29, 2025.
+Added: As a result of the termination of the defined benefit pension plan, the Company recognized a surplus in plan assets of $ 5.2 million, recorded within other current assets in the accompanying condensed consolidated balance sheet as of June 29, 2025 .
The Company intends to use the surplus to satisfy other Company obligations for qualified replacement plans.
−Removed: The components of net periodic cost (benefit) for pension and other postretirement plans for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively, are as set forth in the table below.
+Added: The components of net periodic cost for pension and other postretirement plans for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024, respectively, are as set forth in the table below.
Service cost is classified as either a component of cost of products sold or within selling, general and administrative expenses in the condensed consolidated statements of income, based on the nature of the job responsibilities of the associates participating in the plans.
−Removed: All other components of net periodic cost are classified as other expense (income), net in the condensed consolidated statements of income.
+Added: All other components of net periodic cost are classified as other income, net in the condensed consolidated statements of income.
Pension Benefits Postretirement Benefits
13 Weeks Ended 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Service cost $ — $ — $ 0.2 $ 0.1
3 unchanged sentences
Net periodic cost $ — $ 0.3 $ 0.3 $ 0.2
+Added: Pension Benefits Postretirement Benefits
+Added: 26 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
+Added: Service cost $ — $ — $ 0.3 $ 0.2
+Added: Interest cost 0.7 2.6 0.2 0.2
+Added: Expected return on plan assets ( 0.6 ) ( 2.0 ) — —
+Added: Settlement charge 0.2 — — —
+Added: Net periodic cost $ 0.3 $ 0.6 $ 0.5 $ 0.4
Contingencies and Accrued Losses
4 unchanged sentences
Warranty expense is determined based on historic claim experience and the nature of the product category.
−Removed: The following table summarizes activity related to our product warranty liability for the thirteen weeks ended March 30, 2025 and March 31, 2024.
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024
+Added: The following table summarizes activity related to our product warranty liability for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024.
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Reserve balance at the beginning of the period $ 8.8 $ 11.6 $ 9.3 $ 12.9
14 unchanged sentences
In order to prevent the 2018 tax year from further audit by the SAT, the Company has filed an action to declare this annulment final in the specialized court of trade and customs in Monterrey, Nuevo Leon, Sala Especializada en Materia de Comercio Exterior y Auxiliar – Noreste, Tribunal Federal de Justicia Administrativa.
−Removed: We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of March 30, 2025 and December 29, 2024.
+Added: We reserved an immaterial amount related to the 2018 tax year audit as our best estimate of our probable liability as of June 29, 2025 and December 29, 2024.
While we cannot predict with certainty the outcome of any future review relating to the 2018 tax year or other open tax years, based on currently known information, we believe our risk of additional loss is remote and not estimable.
1 unchanged sentence
We reserve for remediation activities to clean up potential environmental liabilities as required by federal and state laws based on our best estimate of undiscounted future costs, excluding possible insurance recoveries or recoveries from other third parties.
−Removed: There were no material environmental accruals as of March 30, 2025 and December 29, 2024.
+Added: There were no material environmental accruals as of June 29, 2025 and December 29, 2024.
Accumulated Other Comprehensive Loss
1 unchanged sentence
It includes currency translation gains and losses, realized gains and losses from derivative instruments designated as cash flow hedges, and defined benefit plan adjustments.
−Removed: The after-tax components of and changes in accumulated other comprehensive loss for the thirteen weeks ended March 30, 2025 and March 31, 2024 were as follows:
+Added: The after-tax components of and changes in accumulated other comprehensive loss for the thirteen and twenty-six weeks ended June 29, 2025 and June 30, 2024 were as follows:
Dollars presented in millions) Foreign
4 unchanged sentences
Comprehensive
−Removed: Balance at December 29, 2024 $ ( 23.6 ) $ ( 5.0 ) $ ( 4.1 ) $ ( 32.7 )
−Removed: Amounts classified into accumulated other comprehensive (loss) income 1.2 1.0 4.2 6.4
+Added: (Loss) Income
+Added: Balance at March 30, 2025 $ ( 22.4 ) $ ( 1.1 ) $ 0.3 $ ( 23.2 )
+Added: Amounts classified into accumulated other comprehensive income 12.5 5.8 — 18.3
Amounts reclassified into earnings — ( 0.2 ) — ( 0.2 )
Net current period other comprehensive income 12.5 5.6 — 18.1
+Added: Balance at June 29, 2025 $ ( 9.9 ) $ 4.5 $ 0.3 $ ( 5.1 )
Balance at March 31, 2024 $ 3.0 $ 3.5 $ ( 10.0 ) $ ( 3.5 )
+Added: Amounts classified into accumulated other comprehensive loss ( 10.7 ) ( 5.7 ) — ( 16.4 )
+Added: Amounts reclassified into earnings — ( 0.8 ) — ( 0.8 )
+Added: Net current period other comprehensive loss ( 10.7 ) ( 6.5 ) — ( 17.2 )
+Added: Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )
+Added: Dollars presented in millions) Foreign
+Added: Adjustments Derivative
+Added: (Loss) Gain Pension and Other
+Added: Postretirement Plans
+Added: Adjustments Accumulated
+Added: Comprehensive
+Added: (Loss) Income
Balance at December 29, 2024 $ ( 23.6 ) $ ( 5.0 ) $ ( 4.1 ) $ ( 32.7 )
−Removed: Amounts classified into accumulated other comprehensive (loss) income ( 1.1 ) 1.8 — 0.7
+Added: Amounts classified into accumulated other comprehensive income 13.7 6.8 4.2 24.7
Amounts reclassified into earnings — 2.7 0.2 2.9
−Removed: Net current period other comprehensive (loss) income ( 1.1 ) 1.3 — 0.2
−Removed: Balance at March 31, 2024 $ 3.0 $ 3.5 $ ( 10.0 ) $ ( 3.5 )
+Added: Net current period other comprehensive income 13.7 9.5 4.4 27.6
+Added: Balance at June 29, 2025 $ ( 9.9 ) $ 4.5 $ 0.3 $ ( 5.1 )
+Added: Balance at December 31, 2023 $ 4.1 $ 2.2 $ ( 10.0 ) $ ( 3.7 )
+Added: Amounts classified into accumulated other comprehensive loss ( 11.8 ) ( 3.9 ) — ( 15.7 )
+Added: Amounts reclassified into earnings — ( 1.3 ) — ( 1.3 )
+Added: Net current period other comprehensive loss ( 11.8 ) ( 5.2 ) — ( 17.0 )
+Added: Balance at June 30, 2024 $ ( 7.7 ) $ ( 3.0 ) $ ( 10.0 ) $ ( 20.7 )
Stock Repurchase Programs
−Removed: On May 9, 2023, we announced our Board of Directors’ authorization of a stock repurchase program (“2023 Share Repurchase Authorization”) under which we may repurchase up to $ 50.0 million of our common stock over a twenty-four month period expiring on April 23, 2025.
+Added: On May 9, 2023, we announced our Board of Directors’ authorization of a stock repurchase program (“2023 Share Repurchase Authorization”) under which we could repurchase up to $ 50.0 million of our common stock over a twenty-four month period, which expired on April 23, 2025.
On March 13, 2025, our Board of Directors authorized an additional stock repurchase program (“2025 Share Repurchase Authorization”) under which we may repurchase up to $ 50.0 million of our common stock over a thirty-six month period expiring on March 13, 2028.
3 unchanged sentences
The timing and amount of our purchases will depend upon prevailing market conditions, our available capital resources, our financial and operational performance, alternative uses of capital and other factors.
−Removed: We may limit or terminate either repurchase program at any time.
−Removed: During the thirteen weeks ended March 30, 2025, we repurchased 838,984 shares of our common stock under the 2023 Share Repurchase Authorization.
−Removed: The shares were repurchased at a cost of approximately $ 11.4 million, or an average of $ 13.60 per share.
−Removed: During the thirteen weeks ended March 31, 2024, we repurchased 104,000 shares of our common stock under the 2023 Share Repurchase Authorization.
−Removed: The shares were repurchased at a cost of approximately $ 1.9 million, or an average of $ 18.29 per share.
−Removed: As of March 30, 2025, $ 10.0 million remained authorized for the purchase of shares under the 2023 Share Repurchase Authorization, and $ 50.0 million remained authorized for the purchase of shares under the 2025 Share Repurchase Authorizaton.
+Added: We may limit or terminate the 2025 Share Repurchase Authorization at any time.
+Added: During the thirteen and twenty-six weeks ended June 29, 2025, we repurchased 576,445 and 1,415,429 shares of our common stock under our 2023 and 2025 Share Repurchase Authorizations, respectively.
+Added: The shares were repurchased at a cost of approximately $ 6.7 million and $ 18.1 million, respectively, or an average of $ 11.69 and $ 12.82 per share, respectively.
+Added: During the thirteen and twenty-six weeks ended June 30, 2024, we repurchased 267,499 and 371,499 shares of our common stock under the 2023 Share Repurchase Authorization, respectively.
+Added: The shares were repurchased at a cost of approximately $ 4.6 million and $ 6.5 million, respectively, or an average of $ 17.30 and $ 17.58 per share, respectively.
+Added: As of June 29, 2025, $ 47.4 million remained authorized for the purchase of shares under the 2025 Share Repurchase Authorization.
Segment Information
1 unchanged sentence
The Company is a leading manufacturer of residential cabinets in North America with a portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home.
−Removed: Our production and distribution modes were determined to be a single reportable segment as discrete financial information by sale distribution channel and by customer shipping location that is limited to sale-related metrics, as disclosed in Note 4, "Revenue from Contracts with Customers."
+Added: Our production and distribution modes were determined to be a single reportable segment, as discrete financial information by sale distribution channel and by customer shipping location is limited to sale-related metrics, as disclosed in Note 4, "Revenue from Contracts with Customers."
Our chief executive officer is our CODM.
The CODM uses net income predominantly in the annual budget and forecasting process.
−Removed: The CODM considers budget-to-actual variances on a monthly basis from net income when making decisions about allocating capital resources to the operating segment.
−Removed: The CODM also uses net income for evaluating the performance of the operating segment and in determining the compensation of certain employees.
+Added: The CODM considers budget-to-actual variances from net income on a monthly basis when making decisions about allocating capital resources to the reportable segment.
+Added: The CODM also uses net income for evaluating the performance of the reportable segment and in determining the compensation of certain employees.
The following summarizes the significant and other operating expenses reviewed by the CODM:
−Removed: 13 Weeks Ended
−Removed: Dollars presented in millions) March 30, 2025 March 31, 2024
+Added: 13 Weeks Ended 26 Weeks Ended
+Added: Dollars presented in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024
Net sales $ 730.9 $ 676.5 $ 1,391.2 $ 1,314.6
6 unchanged sentences
Other segment items (a)
+Added: 56.6 49.9 110.7 90.8
Interest expense 18.9 20.6 38.3 34.7
−Removed: Other expense (income), net 0.4 ( 0.3 )
+Added: Other income, net ( 0.6 ) ( 2.9 ) ( 0.2 ) ( 3.2 )
Income tax expense 11.7 14.8 15.7 26.3
−Removed: Consolidated net income $ 13.3 $ 37.5
+Added: Net income $ 37.3 $ 45.3 $ 50.6 $ 82.8
(a) Other segment items include outside service costs, acquisition-related costs, restructuring charges and other expenses .
1 unchanged sentence
The CODM does not review segment assets at a different asset level or category.
+Added: Subsequent Events
+Added: On August 6, 2025, we announced the execution of a definitive agreement whereby the Company will combine with American Woodmark Corporation (“American Woodmark”), a Virginia corporation, in an all-stock transaction.
+Added: The Company, Maple Merger Sub, Inc.
+Added: (“Merger Sub”), a Virginia corporation and direct, wholly owned subsidiary of the Company, and American Woodmark entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into American Woodmark, with American Woodmark surviving the merger and continuing as a wholly owned subsidiary of the Company (the “Merger”).
+Added: Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each equity interest of American Woodmark issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive a number of shares of the Company’s common stock equal to 5.15 shares, which collectively will represent approximately 37 percent of the fully diluted shares outstanding of the combined company immediately prior to the execution and delivery of the Merger Agreement.
+Added: The closing of the Merger, which is expected to occur in early 2026, is subject to approval by stockholders of the Company and American Woodmark, respectively, as well as other customary closing conditions, including, without limitation, the absence of certain legal impediments and the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
+Added: The Merger Agreement contains certain termination rights for each of the Company and American Woodmark.
+Added: Upon termination of the Merger Agreement under specified circumstances, the Company may be required to pay American Woodmark a termination fee of $ 30 million or a regulatory termination fee of $ 35 million.
+Added: In addition, upon termination under specified circumstances, American Woodmark may be required to pay the Company a termination fee of $ 25 million.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.