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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Woodmark Corp | NASDAQ:AMWD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 93.04 | 37.22 | 97.53 | 0 | 12:00:00 |
PART I
|
|
|
Item 1.
|
2
|
|
Item 1A.
|
3
|
|
Item 1B.
|
5
|
|
Item 2.
|
5
|
|
Item 3.
|
6
|
|
Item 4.
|
6
|
|
|
6
|
|
|
|
|
PART II
|
|
|
Item 5.
|
7
|
|
Item 6.
|
9
|
|
Item 7.
|
10
|
|
Item 7A.
|
19
|
|
Item 8.
|
20
|
|
Item 9.
|
46
|
|
Item 9A.
|
46
|
|
Item 9B.
|
46
|
|
|
|
|
PART III
|
|
|
|
|
|
Item 10.
|
46
|
|
Item 11.
|
47
|
|
Item 12.
|
47
|
|
Item 13.
|
47
|
|
Item 14.
|
47
|
|
|
|
|
PART IV
|
|
|
Item 15.
|
48
|
|
Item 16.
|
51
|
|
|
|
|
SIGNATURES
|
52
|
LOCATION
|
DESCRIPTION
|
Allegany County, MD
|
Manufacturing Facility
|
Austin, TX
|
Satellite Service Center*
|
Berryville, VA
|
Service Center*
|
Bradenton, FL
|
Satellite Service Center*
|
Commerce City, CO
|
Satellite Service Center*
|
Coppell, TX
|
Service Center*
|
Fort Myers, FL
|
Satellite Service Center*
|
Gas City, IN
|
Manufacturing Facility
|
Hardy County, WV
|
Manufacturing Facility*
|
Houston, TX
|
Satellite Service Center*
|
Humboldt, TN
|
Manufacturing Facility
|
Huntersville, NC
|
Service Center*
|
Jackson, GA
|
Manufacturing Facility
|
Kingman, AZ
|
Manufacturing Facility
|
Kennesaw, GA
|
Service Center*
|
Las Vegas, NV
|
Satellite Service Center*
|
Montgomeryville, PA
|
Satellite Service Center*
|
Monticello, KY
|
Manufacturing Facility
|
Orange, VA
|
Manufacturing Facility
|
Orlando, FL
|
Service Center*
|
Phoenix, AZ
|
Service Center*
|
Raleigh, NC
|
Satellite Service Center*
|
Rancho Cordova, CA
|
Service Center*
|
San Antonio, TX
|
Satellite Service Center*
|
Tampa, FL
|
Satellite Service Center*
|
Toccoa, GA
|
Manufacturing Facility
|
Tucson, AZ
|
Satellite Service Center*
|
Winchester, VA
|
Corporate Office*
|
Winchester, VA
|
Office (Customer Service)*
|
Winchester, VA
|
Office (IT)*
|
Winchester, VA
|
Office (Product Development/Logistics)*
|
Name
|
Age
|
|
Position(s) Held During Past Five Years
|
S. Cary Dunston
|
52
|
|
Company President and Chief Executive Officer from August 2015 to present; Company President and Chief Operating Officer from August 2014 to August 2015; Company Executive Vice President and Chief Operating Officer from August 2013 to August 2014; Company Executive Vice President, Operations from September 2012 to August 2013; Company Senior Vice President, Manufacturing and Supply Chain Services from October 2006 to September 2012.
|
M. Scott Culbreth
|
46
|
|
Company Senior Vice President and Chief Financial Officer from February 2014 to present; Chief Financial Officer of Piedmont Hardware Brands from September 2013 to February 2014; Vice President, Finance – Various Segments from 2009 to September 2013 for Newell Rubbermaid
|
|
|
|
|
R. Perry Campbell
|
52
|
|
Company Senior Vice President of Sales and Marketing from March 2016 to present; Company Senior Vice President and General Manager, New Construction from August 2013 to March 2016; Company Vice President and General Manager, New Construction from May 2011 to August 2013; Company Vice President of Quality from February 2006 to April 2011.
|
|
|
|
|
Robert J. Adams, Jr.
|
51
|
|
Company Senior Vice President of Value Stream Operations from August 2015 to present; Company Vice President of Value Stream Operations from September 2012 to August 2015; Company Vice President of Manufacturing and Engineering from April 2012 to September 2012; Company Vice President of Engineering from July 2008 to April 2012.
|
|
MARKET PRICE
|
||
(in dollars)
|
High
|
|
Low
|
|
|
|
|
FISCAL 2017
|
|
|
|
First quarter
|
$82.34
|
|
$60.80
|
Second quarter
|
89.57
|
|
72.60
|
Third quarter
|
84.15
|
|
69.65
|
Fourth quarter
|
93.10
|
|
71.75
|
|
|
|
|
|
|
|
|
FISCAL 2016
|
|
|
|
First quarter
|
$67.82
|
|
$48.34
|
Second quarter
|
74.28
|
|
59.23
|
Third quarter
|
89.89
|
|
62.77
|
Fourth quarter
|
80.00
|
|
57.03
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
American Woodmark Corporation
|
|
$100.00
|
|
$187.47
|
|
$167.19
|
|
$282.45
|
|
$405.79
|
|
$511.98
|
Russell 2000 Index
|
|
100.00
|
|
117.69
|
|
141.82
|
|
155.58
|
|
146.33
|
|
183.84
|
S&P Household Durables Index
|
|
100.00
|
|
152.57
|
|
179.77
|
|
210.71
|
|
218.10
|
|
250.47
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||||
(in millions except per share data)
|
2017
|
|
2016
|
|
2015
1
|
|
2014
1
|
|
2013
1
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL STATEMENT DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,030.2
|
|
|
$
|
947.0
|
|
|
$
|
825.5
|
|
|
$
|
726.5
|
|
|
$
|
630.4
|
|
Operating income
|
108.2
|
|
|
93.2
|
|
|
54.7
|
|
|
34.1
|
|
|
17.2
|
|
|||||
Net income
|
71.2
|
|
|
58.7
|
|
|
35.5
|
|
|
20.5
|
|
|
9.8
|
|
|||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
4.38
|
|
|
3.61
|
|
|
2.25
|
|
|
1.34
|
|
|
0.67
|
|
|||||
Diluted
|
4.34
|
|
|
3.57
|
|
|
2.21
|
|
|
1.31
|
|
|
0.66
|
|
|||||
Depreciation and amortization expense
|
18.7
|
|
|
16.5
|
|
|
14.5
|
|
|
14.5
|
|
|
14.4
|
|
|||||
Total assets
2
|
501.3
|
|
|
466.4
|
|
|
398.8
|
|
|
330.0
|
|
|
293.9
|
|
|||||
Long-term debt, less current maturities
2
|
15.3
|
|
|
22.1
|
|
|
21.4
|
|
|
20.4
|
|
|
23.5
|
|
|||||
Total shareholders' equity
|
352.4
|
|
|
280.8
|
|
|
229.8
|
|
|
190.5
|
|
|
146.2
|
|
|||||
Average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
16.3
|
|
|
16.3
|
|
|
15.8
|
|
|
15.3
|
|
|
14.6
|
|
|||||
Diluted
|
16.4
|
|
|
16.4
|
|
|
16.0
|
|
|
15.7
|
|
|
14.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
PERCENT OF SALES
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
21.8
|
%
|
|
21.1
|
%
|
|
18.5
|
%
|
|
17.1
|
%
|
|
16.3
|
%
|
|||||
Selling, general and administrative expenses
|
11.3
|
|
|
11.2
|
|
|
11.9
|
|
|
12.5
|
|
|
13.5
|
|
|||||
Income before income taxes
|
10.6
|
|
|
9.7
|
|
|
6.6
|
|
|
4.5
|
|
|
2.7
|
|
|||||
Net income
|
6.9
|
|
|
6.2
|
|
|
4.3
|
|
|
2.7
|
|
|
1.5
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
RATIO ANALYSIS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current ratio
|
3.3
|
|
|
3.3
|
|
|
3.2
|
|
|
2.8
|
|
|
2.4
|
|
|||||
Inventory turnover
3
|
19.6
|
|
|
19.8
|
|
|
19.9
|
|
|
19.8
|
|
|
20.4
|
|
|||||
Collection period - days
4
|
32.5
|
|
|
31.2
|
|
|
31.6
|
|
|
32.8
|
|
|
31.4
|
|
|||||
Percentage of capital (long-term debt plus equity):
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current maturities
2
|
4.2
|
%
|
|
7.4
|
%
|
|
8.5
|
%
|
|
9.7
|
%
|
|
13.8
|
%
|
|||||
Equity
|
95.8
|
|
|
92.6
|
|
|
91.4
|
|
|
90.3
|
|
|
86.1
|
|
|||||
Return on equity (average %)
|
22.5
|
|
|
23.0
|
|
|
16.9
|
|
|
12.2
|
|
|
7.1
|
|
1
|
The Company announced plans to realign its manufacturing network during fiscal 2012. During fiscal 2013, the charges related to these initiatives decreased operating income, net income and earnings per share by $1,433,000, $874,000 and $0.06, respectively. During fiscal 2014, the credits related to these initiatives increased operating income, net income and earnings per share by $234,000, $142,000 and $0.01, respectively. During fiscal 2015, the credits related to these initiatives increased operating income, net income and earnings per share by $240,000, $147,000 and $0.01, respectively.
|
|
|
2
|
Total assets and Long-term debt, less current maturities for fiscal 2016, 2015, 2014 and 2013 have been retrospectively revised to reflect the adoption of FASB ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs."
|
|
|
3
|
Based on average beginning and ending inventory.
|
|
|
4
|
Based on the ratio of average monthly customer receivables to average sales per day.
|
|
PERCENTAGE OF NET SALES
|
|||||||
|
Fiscal Years Ended April 30
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales and distribution
|
78.2
|
|
|
78.9
|
|
|
81.5
|
|
Gross profit
|
21.8
|
|
|
21.1
|
|
|
18.5
|
|
Selling and marketing expenses
|
6.9
|
|
|
7.0
|
|
|
7.8
|
|
General and administrative expenses
|
4.4
|
|
|
4.3
|
|
|
4.1
|
|
Operating income
|
10.5
|
|
|
9.8
|
|
|
6.6
|
|
Interest expense/other (income) expense
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
Income before income taxes
|
10.6
|
|
|
9.7
|
|
|
6.6
|
|
Income tax expense
|
3.7
|
|
|
3.5
|
|
|
2.3
|
|
Net income
|
6.9
|
|
|
6.2
|
|
|
4.3
|
|
•
|
general economic or business conditions and instability in the financial and credit markets, including their potential impact on the Company's (i) sales and operating costs and access to financing; and (ii) customers and suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses;
|
•
|
the volatility in mortgage rates and unemployment rates;
|
•
|
slower growth in personal income and residential investment;
|
•
|
the cyclical nature of the Company’s industry, which is particularly sensitive to changes in consumer confidence, the amount of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit;
|
•
|
economic weakness in a specific channel of distribution;
|
•
|
the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor;
|
•
|
risks associated with domestic manufacturing operations and suppliers, including fluctuations in capacity utilization and the prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs and environmental compliance, possible import tariffs and remediation costs;
|
•
|
the need to respond to price or product initiatives launched by a competitor;
|
•
|
the ability to retain and motivate Company employees;
|
•
|
the Company’s ability to successfully implement initiatives related to increasing market share, new products, maintaining and increasing its sales force and new product displays; and
|
•
|
sales growth at a rate that outpaces the Company’s ability to install new manufacturing capacity or a sales decline that requires reduction or realignment of the Company’s manufacturing capacity.
|
•
|
The unemployment rate improved by 12% compared to April 2016, falling to 4.4% as of April 2017 according to data provided by the U.S. Department of Labor;
|
•
|
Increases in single family housing starts during the Company’s fiscal 2017 of 6%, as compared to the Company’s fiscal 2016, according to the U.S. Department of Commerce;
|
•
|
Mortgage interest rates decreased with a 30-year fixed mortgage rate of 4.05% in April 2017, an improvement of approximately 44 basis points compared to April 2016;
|
•
|
The median price of existing homes sold in the U.S. rose by 3.5% during the Company’s fiscal 2017, according to data provided by the National Association of Realtors;
|
•
|
Consumer sentiment, as reported by the University of Michigan, averaged 2% higher during the Company’s fiscal 2016 than in its prior fiscal year; and
|
•
|
Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by 4% during fiscal 2017 versus the prior fiscal year, suggesting an increase in both new construction and remodeling sales of cabinets.
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016 PERCENT
CHANGE |
|
2016 vs. 2015 PERCENT
CHANGE |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
$
|
1,030,248
|
|
|
$
|
947,045
|
|
|
$
|
825,465
|
|
|
9
|
%
|
|
15
|
%
|
Gross profit
|
224,636
|
|
|
199,694
|
|
|
152,532
|
|
|
12
|
|
|
31
|
|
|||
Selling and marketing expenses
|
70,979
|
|
|
66,489
|
|
|
64,304
|
|
|
7
|
|
|
3
|
|
|||
General and administrative expenses
|
45,419
|
|
|
40,045
|
|
|
33,773
|
|
|
13
|
|
|
19
|
|
|||
Interest expense
|
885
|
|
|
378
|
|
|
515
|
|
|
134
|
|
|
(27
|
)
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands)
|
Total Amounts
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
2023 and Thereafter
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Economic development loans
|
$
|
4,439
|
|
|
$
|
—
|
|
|
$
|
2,189
|
|
|
$
|
—
|
|
|
$
|
2,250
|
|
Capital lease obligations
|
7,389
|
|
|
1,796
|
|
|
2,568
|
|
|
1,535
|
|
|
1,490
|
|
|||||
Other long-term debt
|
5,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,925
|
|
|||||
Operating lease obligations
|
5,816
|
|
|
2,884
|
|
|
2,195
|
|
|
721
|
|
|
16
|
|
|||||
Pension contributions
1
|
18,020
|
|
|
5,720
|
|
|
5,810
|
|
|
5,210
|
|
|
1,280
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
$
|
41,589
|
|
|
$
|
10,400
|
|
|
$
|
12,762
|
|
|
$
|
7,466
|
|
|
$
|
10,961
|
|
1
|
The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond fiscal 2023
have not been determined at this time.
|
(in millions)
|
IMPACT OF 1% INCREASE
|
|
IMPACT OF 1% DECREASE
|
||||
(decrease) increase
|
|
|
|
||||
|
|
|
|
||||
Effect on annual pension expense
|
$
|
(1.1
|
)
|
|
$
|
0.9
|
|
|
|
|
|
||||
Effect on projected pension benefit obligation
|
$
|
(21.5
|
)
|
|
$
|
27.4
|
|
|
APRIL 30
|
||||||
(in thousands, except share and per share data)
|
2017
|
|
2016
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
176,978
|
|
|
$
|
174,463
|
|
Investments - certificates of deposit
|
51,750
|
|
|
25,750
|
|
||
Customer receivables, net
|
63,115
|
|
|
55,813
|
|
||
Inventories
|
42,859
|
|
|
39,319
|
|
||
Prepaid expenses and other
|
4,526
|
|
|
6,864
|
|
||
Total Current Assets
|
339,228
|
|
|
302,209
|
|
||
|
|
|
|
|
|
||
Property, plant and equipment, net
|
107,933
|
|
|
99,332
|
|
||
Investments - certificates of deposit
|
20,500
|
|
|
18,250
|
|
||
Promotional displays, net
|
5,745
|
|
|
5,377
|
|
||
Deferred income taxes
|
18,047
|
|
|
32,574
|
|
||
Other assets
|
9,820
|
|
|
8,618
|
|
||
TOTAL ASSETS
|
$
|
501,273
|
|
|
$
|
466,360
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
41,312
|
|
|
$
|
35,011
|
|
Current maturities of long-term debt
|
1,598
|
|
|
1,574
|
|
||
Accrued compensation and related expenses
|
36,162
|
|
|
35,389
|
|
||
Accrued marketing expenses
|
8,655
|
|
|
8,075
|
|
||
Other accrued expenses
|
13,770
|
|
|
12,264
|
|
||
Total Current Liabilities
|
101,497
|
|
|
92,313
|
|
||
|
|
|
|
|
|
||
Long-term debt, less current maturities
|
15,279
|
|
|
22,145
|
|
||
Defined benefit pension liabilities
|
28,032
|
|
|
67,131
|
|
||
Other long-term liabilities
|
4,016
|
|
|
4,010
|
|
||
|
|
|
|
|
|
||
Shareholders' Equity
|
|
|
|
||||
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
||
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at April 30, 2017: 16,232,775, at April 30, 2016: 16,244,041
|
168,835
|
|
|
163,290
|
|
||
Retained earnings
|
224,031
|
|
|
164,756
|
|
||
Accumulated other comprehensive loss -
|
|
|
|
||||
Defined benefit pension plans
|
(40,417
|
)
|
|
(47,285
|
)
|
||
Total Shareholders' Equity
|
352,449
|
|
|
280,761
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
501,273
|
|
|
$
|
466,360
|
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||
(in thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
Net sales
|
$
|
1,030,248
|
|
|
$
|
947,045
|
|
|
$
|
825,465
|
|
Cost of sales and distribution
|
805,612
|
|
|
747,351
|
|
|
672,933
|
|
|||
Gross Profit
|
224,636
|
|
|
199,694
|
|
|
152,532
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Selling and marketing expenses
|
70,979
|
|
|
66,489
|
|
|
64,304
|
|
|||
General and administrative expenses
|
45,419
|
|
|
40,045
|
|
|
33,773
|
|
|||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
(240
|
)
|
|||
Operating Income
|
108,238
|
|
|
93,160
|
|
|
54,695
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
885
|
|
|
378
|
|
|
515
|
|
|||
Other (income) expense
|
(1,572
|
)
|
|
996
|
|
|
(207
|
)
|
|||
Income Before Income Taxes
|
108,925
|
|
|
91,786
|
|
|
54,387
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Income tax expense
|
37,726
|
|
|
33,063
|
|
|
18,888
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Net Income
|
$
|
71,199
|
|
|
$
|
58,723
|
|
|
$
|
35,499
|
|
|
|
|
|
|
|
||||||
SHARE INFORMATION
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
4.38
|
|
|
$
|
3.61
|
|
|
$
|
2.25
|
|
Diluted
|
4.34
|
|
|
3.57
|
|
|
2.21
|
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
71,199
|
|
|
$
|
58,723
|
|
|
$
|
35,499
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income (loss) net of tax:
|
|
|
|
|
|
||||||
Change in pension benefits, net of deferred taxes
|
|
|
|
|
|
||||||
of $(4,391), $4,110, and $9,510, respectively
|
6,868
|
|
|
(6,428
|
)
|
|
(14,877
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||
Total Comprehensive Income
|
$
|
78,067
|
|
|
$
|
52,295
|
|
|
$
|
20,622
|
|
|
|
|
|
|
|
|
ACCUMULATED
|
|
|
|||||||||
|
|
|
|
|
|
|
OTHER
|
|
TOTAL
|
|||||||||
|
COMMON STOCK
|
|
RETAINED
|
|
COMPREHENSIVE
|
|
SHAREHOLDERS'
|
|||||||||||
(in thousands, except share data)
|
SHARES
|
|
AMOUNT
|
|
EARNINGS
|
|
LOSS
|
|
EQUITY
|
|||||||||
Balance, May 1, 2014
|
15,476,298
|
|
|
$
|
127,371
|
|
|
$
|
89,154
|
|
|
$
|
(25,980
|
)
|
|
$
|
190,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
35,499
|
|
|
|
|
35,499
|
|
|||||||
Other comprehensive loss,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
|
|
|
|
|
|
(14,877
|
)
|
|
(14,877
|
)
|
|||||||
Stock-based compensation
|
|
|
3,497
|
|
|
|
|
|
|
3,497
|
|
|||||||
Adjustments to excess tax
|
|
|
|
|
|
|
|
|
|
|||||||||
benefit from stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation
|
|
|
1,172
|
|
|
|
|
|
|
1,172
|
|
|||||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
599,124
|
|
|
12,842
|
|
|
|
|
|
|
12,842
|
|
||||||
Stock repurchases
|
(163,326
|
)
|
|
(1,098
|
)
|
|
(3,955
|
)
|
|
|
|
(5,053
|
)
|
|||||
Employee benefit plan
|
|
|
|
|
|
|
|
|
|
|||||||||
contributions
|
167,575
|
|
|
6,217
|
|
|
|
|
|
|
6,217
|
|
||||||
Balance, April 30, 2015
|
16,079,671
|
|
|
$
|
150,001
|
|
|
$
|
120,698
|
|
|
$
|
(40,857
|
)
|
|
$
|
229,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
58,723
|
|
|
|
|
58,723
|
|
|||||||
Other comprehensive loss,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
|
|
|
|
|
|
(6,428
|
)
|
|
(6,428
|
)
|
|||||||
Stock-based compensation
|
|
|
3,609
|
|
|
|
|
|
|
3,609
|
|
|||||||
Adjustments to excess tax
|
|
|
|
|
|
|
|
|
|
|||||||||
benefit from stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation
|
|
|
4,559
|
|
|
|
|
|
|
4,559
|
|
|||||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
375,928
|
|
|
5,288
|
|
|
|
|
|
|
5,288
|
|
||||||
Stock repurchases
|
(243,143
|
)
|
|
(1,928
|
)
|
|
(14,665
|
)
|
|
|
|
(16,593
|
)
|
|||||
Employee benefit plan
|
|
|
|
|
|
|
|
|
|
|||||||||
contributions
|
31,585
|
|
|
1,761
|
|
|
|
|
|
|
1,761
|
|
||||||
Balance, April 30, 2016
|
16,244,041
|
|
|
$
|
163,290
|
|
|
$
|
164,756
|
|
|
$
|
(47,285
|
)
|
|
$
|
280,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
71,199
|
|
|
|
|
71,199
|
|
|||||||
Other comprehensive income,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
|
|
|
|
|
|
6,868
|
|
|
6,868
|
|
|||||||
Stock-based compensation
|
|
|
3,469
|
|
|
|
|
|
|
3,469
|
|
|||||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
122,772
|
|
|
633
|
|
|
|
|
|
|
|
633
|
|
|||||
Stock repurchases
|
(178,118
|
)
|
|
(1,483
|
)
|
|
(11,924
|
)
|
|
|
|
(13,407
|
)
|
|||||
Employee benefit plan
|
|
|
|
|
|
|
|
|
|
|||||||||
contributions
|
44,080
|
|
|
2,926
|
|
|
|
|
|
|
2,926
|
|
||||||
Balance, April 30, 2017
|
16,232,775
|
|
|
$
|
168,835
|
|
|
$
|
224,031
|
|
|
$
|
(40,417
|
)
|
|
$
|
352,449
|
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
71,199
|
|
|
$
|
58,723
|
|
|
$
|
35,499
|
|
Adjustments to reconcile net income to net cash and
|
|
|
|
|
|
||||||
cash equivalents provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
18,682
|
|
|
16,456
|
|
|
14,526
|
|
|||
Net loss on disposal of property, plant and equipment
|
444
|
|
|
1,576
|
|
|
153
|
|
|||
Gain on sales of assets held for sale
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||
Stock-based compensation expense
|
3,469
|
|
|
3,609
|
|
|
3,497
|
|
|||
Deferred income taxes
|
9,899
|
|
|
11,629
|
|
|
4,335
|
|
|||
Pension contributions in excess of expense
|
(27,840
|
)
|
|
(4,732
|
)
|
|
(4,604
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(4,968
|
)
|
|
(1,887
|
)
|
|||
Contributions of employer stock to employee benefit plan
|
2,926
|
|
|
1,761
|
|
|
6,217
|
|
|||
Other non-cash items
|
318
|
|
|
(663
|
)
|
|
216
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Customer receivables
|
(7,780
|
)
|
|
(9,938
|
)
|
|
288
|
|
|||
Inventories
|
(4,925
|
)
|
|
(4,276
|
)
|
|
(5,605
|
)
|
|||
Prepaid expenses and other assets
|
(207
|
)
|
|
(4,585
|
)
|
|
126
|
|
|||
Accounts payable
|
6,301
|
|
|
723
|
|
|
5,113
|
|
|||
Accrued compensation and related expenses
|
773
|
|
|
5,269
|
|
|
1,963
|
|
|||
Income taxes payable
|
—
|
|
|
(1,791
|
)
|
|
1,201
|
|
|||
Marketing and other accrued expenses
|
3,821
|
|
|
5,811
|
|
|
(624
|
)
|
|||
Net Cash Provided by Operating Activities
|
77,080
|
|
|
74,604
|
|
|
60,164
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Payments to acquire property, plant and equipment
|
(21,811
|
)
|
|
(28,685
|
)
|
|
(20,015
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
37
|
|
|
846
|
|
|
22
|
|
|||
Proceeds from sales of assets held for sale
|
—
|
|
|
—
|
|
|
1,250
|
|
|||
Purchases of certificates of deposit
|
(85,000
|
)
|
|
(46,750
|
)
|
|
(40,750
|
)
|
|||
Maturities of certificates of deposit
|
56,750
|
|
|
38,250
|
|
|
5,250
|
|
|||
Investment in promotional displays
|
(3,720
|
)
|
|
(4,434
|
)
|
|
(2,363
|
)
|
|||
Net Cash Used by Investing Activities
|
(53,744
|
)
|
|
(40,773
|
)
|
|
(56,606
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Payments of long-term debt
|
(11,731
|
)
|
|
(1,547
|
)
|
|
(1,309
|
)
|
|||
Proceeds from long-term debt
|
3,477
|
|
|
3,196
|
|
|
1,500
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
4,968
|
|
|
1,887
|
|
|||
Proceeds from issuance of common stock and other
|
2,366
|
|
|
8,114
|
|
|
14,268
|
|
|||
Repurchase of common stock
|
(13,407
|
)
|
|
(16,593
|
)
|
|
(5,053
|
)
|
|||
Withholding of employee taxes related to stock-based compensation
|
(1,734
|
)
|
|
(2,826
|
)
|
|
(1,427
|
)
|
|||
Notes receivable, net
|
208
|
|
|
(4,221
|
)
|
|
417
|
|
|||
Net Cash Provided (Used) by Financing Activities
|
(20,821
|
)
|
|
(8,909
|
)
|
|
10,283
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Net Increase in Cash and Cash Equivalents
|
2,515
|
|
|
24,922
|
|
|
13,841
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
174,463
|
|
|
149,541
|
|
|
135,700
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
176,978
|
|
|
$
|
174,463
|
|
|
$
|
149,541
|
|
|
APRIL 30
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Gross customer receivables
|
$
|
66,373
|
|
|
$
|
58,593
|
|
Less:
|
|
|
|
||||
Allowance for doubtful accounts
|
(148
|
)
|
|
(171
|
)
|
||
Allowance for returns and discounts
|
(3,110
|
)
|
|
(2,609
|
)
|
||
|
|
|
|
|
|
||
Net customer receivables
|
$
|
63,115
|
|
|
$
|
55,813
|
|
|
APRIL 30
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
18,230
|
|
|
$
|
17,634
|
|
Work-in-process
|
18,704
|
|
|
18,414
|
|
||
Finished goods
|
19,372
|
|
|
17,475
|
|
||
|
|
|
|
|
|
||
Total FIFO inventories
|
56,306
|
|
|
53,523
|
|
||
Reserve to adjust inventories to LIFO value
|
(13,447
|
)
|
|
(14,204
|
)
|
||
|
|
|
|
|
|
||
Total LIFO inventories
|
$
|
42,859
|
|
|
$
|
39,319
|
|
|
APRIL 30
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Land
|
$
|
3,581
|
|
|
$
|
2,311
|
|
Buildings and improvements
|
81,172
|
|
|
80,042
|
|
||
Buildings and improvements - capital leases
|
11,202
|
|
|
11,202
|
|
||
Machinery and equipment
|
187,836
|
|
|
182,937
|
|
||
Machinery and equipment - capital leases
|
29,378
|
|
|
29,357
|
|
||
Construction in progress
|
10,838
|
|
|
2,556
|
|
||
|
324,007
|
|
|
308,405
|
|
||
Less accumulated amortization and depreciation
|
(216,074
|
)
|
|
(209,073
|
)
|
||
|
|
|
|
|
|
||
Total
|
$
|
107,933
|
|
|
$
|
99,332
|
|
|
FISCAL YEARS ENDING APRIL 30
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023 AND THERE-
AFTER |
|
TOTAL OUTSTANDING
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Economic development loans
|
$
|
—
|
|
|
$
|
2,189
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,250
|
|
|
$
|
4,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital lease obligations
|
1,598
|
|
|
1,268
|
|
|
1,081
|
|
|
810
|
|
|
635
|
|
|
1,456
|
|
|
6,848
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,925
|
|
|
5,925
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Debt issuance costs
|
(18
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|
(249
|
)
|
|
(335
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
1,580
|
|
|
$
|
3,440
|
|
|
$
|
1,064
|
|
|
$
|
793
|
|
|
$
|
618
|
|
|
$
|
9,382
|
|
|
$
|
16,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Current maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,598
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
15,279
|
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||
(in thousands, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator used in basic and diluted earnings per common share:
|
|
|
|
|
|
||||||
Net income
|
$
|
71,199
|
|
|
$
|
58,723
|
|
|
$
|
35,499
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per common share -
|
|
|
|
|
|
||||||
weighted-average shares
|
16,259
|
|
|
16,256
|
|
|
15,764
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted stock units
|
139
|
|
|
186
|
|
|
273
|
|
|||
Denominator for diluted earnings per common share -
|
|
|
|
|
|
||||||
weighted-average shares and assumed conversions
|
16,398
|
|
|
16,442
|
|
|
16,037
|
|
|||
Net earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
4.38
|
|
|
$
|
3.61
|
|
|
$
|
2.25
|
|
Diluted
|
$
|
4.34
|
|
|
$
|
3.57
|
|
|
$
|
2.21
|
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||
|
2016
|
|
2015
|
||||
Weighted-average fair value of grants
|
$
|
18.59
|
|
|
$
|
9.25
|
|
Expected volatility
|
29.8
|
%
|
|
27.4
|
%
|
||
Expected term in years
|
5.8
|
|
|
5.9
|
|
||
Risk-free interest rate
|
2.16
|
%
|
|
2.19
|
%
|
||
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
NUMBER OF OPTIONS
|
|
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM
|
|
WEIGHTED AVERAGE EXERCISE PRICE
|
|
AGGREGATE INTRINSIC VALUE
(in thousands) |
|||
Outstanding at April 30, 2014
|
851,314
|
|
|
4.3
|
|
$28.16
|
|
$
|
3,121
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
66,600
|
|
|
9.1
|
|
29.92
|
|
—
|
|
|
Exercised
|
(508,639
|
)
|
|
—
|
|
28.05
|
|
7,209
|
|
|
Cancelled or expired
|
(11,200
|
)
|
|
—
|
|
32.64
|
|
—
|
|
|
Outstanding at April 30, 2015
|
398,075
|
|
|
5.0
|
|
$28.46
|
|
$
|
8,851
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
30,700
|
|
|
9.1
|
|
57.11
|
|
—
|
|
|
Exercised
|
(287,975
|
)
|
|
—
|
|
27.99
|
|
11,089
|
|
|
Cancelled or expired
|
(14,167
|
)
|
|
—
|
|
40.43
|
|
—
|
|
|
Outstanding at April 30, 2016
|
126,633
|
|
|
5.8
|
|
$35.15
|
|
$
|
4,773
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
Exercised
|
(71,715
|
)
|
|
—
|
|
33.00
|
|
2,597
|
|
|
Cancelled or expired
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
Outstanding at April 30, 2017
|
54,918
|
|
|
5.6
|
|
$37.95
|
|
$
|
2,963
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest in the future at April 30, 2017
|
52,283
|
|
|
5.5
|
|
$37.76
|
|
$
|
2,830
|
|
Exercisable at April 30, 2017
|
17,949
|
|
|
1.4
|
|
$28.13
|
|
$
|
1,145
|
|
|
OPTIONS OUTSTANDING
|
|
OPTIONS EXERCISABLE
|
||||||||
OPTION PRICE
|
|
|
REMAINING
|
|
EXERCISE
|
|
|
|
EXERCISE
|
||
PER SHARE
|
OPTIONS
|
|
LIFE
|
|
PRICE
|
|
OPTIONS
|
|
PRICE
|
||
$22.77-$23.96
|
11,750
|
|
|
1.2
|
|
$23.45
|
|
11,750
|
|
|
$23.45
|
$29.92-$34.11
|
24,533
|
|
|
5.7
|
|
30.34
|
|
4,966
|
|
|
32.02
|
$57.11
|
18,635
|
|
|
8.1
|
|
57.11
|
|
1,233
|
|
|
57.11
|
|
54,918
|
|
|
|
|
|
|
17,949
|
|
|
|
|
PERFORMANCE-BASED RSUs
|
|
SERVICE-BASED RSUs
|
|
TOTAL RSUs
|
|
WEIGHTED AVERAGE GRANT
DATE FAIR VALUE |
|||
Issued and outstanding, April 30, 2014
|
235,795
|
|
|
123,375
|
|
|
359,170
|
|
|
$22.79
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
79,500
|
|
|
40,100
|
|
|
119,600
|
|
|
$30.82
|
Cancelled due to non-achievement of performance goals
|
(16,218
|
)
|
|
—
|
|
|
(16,218
|
)
|
|
$36.18
|
Settled in common stock
|
(79,407
|
)
|
|
(54,861
|
)
|
|
(134,268
|
)
|
|
$17.45
|
Forfeited
|
(8,726
|
)
|
|
(4,764
|
)
|
|
(13,490
|
)
|
|
$27.78
|
Issued and outstanding, April 30, 2015
|
210,944
|
|
|
103,850
|
|
|
314,794
|
|
|
$27.15
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
48,201
|
|
|
22,349
|
|
|
70,550
|
|
|
$57.83
|
Cancelled due to non-achievement of performance goals
|
(19,657
|
)
|
|
—
|
|
|
(19,657
|
)
|
|
$29.92
|
Settled in common stock
|
(89,665
|
)
|
|
(46,950
|
)
|
|
(136,615
|
)
|
|
$19.57
|
Forfeited
|
(9,056
|
)
|
|
(3,537
|
)
|
|
(12,593
|
)
|
|
$40.99
|
Issued and outstanding, April 30, 2016
|
140,767
|
|
|
75,712
|
|
|
216,479
|
|
|
$40.88
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
36,058
|
|
|
25,322
|
|
|
61,380
|
|
|
$66.58
|
Cancelled due to non-achievement of performance goals
|
(4,270
|
)
|
|
—
|
|
|
(4,270
|
)
|
|
$64.55
|
Settled in common stock
|
(45,509
|
)
|
|
(32,300
|
)
|
|
(77,809
|
)
|
|
$37.09
|
Forfeited
|
(1,979
|
)
|
|
(1,280
|
)
|
|
(3,259
|
)
|
|
$49.40
|
Issued and outstanding, April 30, 2017
|
125,067
|
|
|
67,454
|
|
|
192,521
|
|
|
$50.09
|
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of sales and distribution
|
$
|
665
|
|
|
$
|
608
|
|
|
$
|
518
|
|
Selling and marketing expenses
|
1,066
|
|
|
1,079
|
|
|
954
|
|
|||
General and administrative expenses
|
1,738
|
|
|
1,922
|
|
|
2,025
|
|
|||
Stock-based compensation expense, before income taxes
|
$
|
3,469
|
|
|
$
|
3,609
|
|
|
$
|
3,497
|
|
|
April 30
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
|
|
|
|
|
|
||||||
Interest cost
|
$
|
5,772
|
|
|
$
|
7,014
|
|
|
$
|
6,466
|
|
Expected return on plan assets
|
(8,079
|
)
|
|
(8,142
|
)
|
|
(7,666
|
)
|
|||
Recognized net actuarial loss
|
1,771
|
|
|
1,412
|
|
|
865
|
|
|||
Pension benefit cost
|
$
|
(536
|
)
|
|
$
|
284
|
|
|
$
|
(335
|
)
|
|
FISCAL YEARS ENDED APRIL 30
|
||
|
2017
|
|
2016
|
|
|
|
|
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT OBLIGATIONS
|
|
|
|
Discount rate
|
4.12 %
|
|
4.06 %
|
|
FISCAL YEARS ENDED APRIL 30
|
||||
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET PERIODIC PENSION BENEFIT COST
|
|
|
|
|
|
Discount rate
|
4.06 %
|
|
4.19 %
|
|
4.56%
|
Expected return on plan assets
|
7.5 %
|
|
7.5 %
|
|
7.5 %
|
FISCAL YEAR
|
BENEFIT PAYMENTS (in thousands)
|
||
|
|
||
2018
|
$
|
5,998
|
|
2019
|
6,363
|
|
|
2020
|
6,716
|
|
|
2021
|
7,111
|
|
|
2022
|
7,461
|
|
|
Years 2023-2027
|
42,474
|
|
FAIR VALUE MEASUREMENTS AT APRIL 30, 2017
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
(in thousands)
|
TOTAL
|
|
QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)
|
|
SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)
|
|
SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
|
||||||||
Cash Equivalents
|
$
|
295
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Funds:
|
|
|
|
|
|
|
|
||||||||
Mutual Fund Equity
|
78,335
|
|
|
78,335
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Funds:
|
|
|
|
|
|
|
|
||||||||
Mutual Fund Tax Income
|
45,290
|
|
|
45,290
|
|
|
—
|
|
|
—
|
|
||||
Plan assets measured at net asset value
1
|
123,920
|
|
|
123,920
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Common Collective Funds:
|
|
|
|
|
|
|
|
||||||||
Capital Preservation Fund
|
13,221
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
137,141
|
|
|
|
|
|
|
|
FAIR VALUE MEASUREMENTS AT APRIL 30, 2016
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
(in thousands)
|
TOTAL
|
|
QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)
|
|
SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)
|
|
SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
|
||||||||
Cash Equivalents
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity Funds:
|
|
|
|
|
|
|
|
||||||||
Mutual Fund Equity
|
61,338
|
|
|
61,338
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income Funds:
|
|
|
|
|
|
|
|
||||||||
Mutual Fund Tax Income
|
27,681
|
|
|
27,681
|
|
|
—
|
|
|
—
|
|
||||
Plan assets measured at net asset value
1
|
89,029
|
|
|
89,029
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Common Collective Funds:
|
|
|
|
|
|
|
|
||||||||
Capital Preservation Fund
|
17,936
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
106,965
|
|
|
|
|
|
|
|
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
CURRENT EXPENSE
|
|
|
|
|
|
||||||
Federal
|
$
|
23,638
|
|
|
$
|
18,239
|
|
|
$
|
12,663
|
|
State
|
4,189
|
|
|
3,195
|
|
|
1,890
|
|
|||
Total current expense
|
27,827
|
|
|
21,434
|
|
|
14,553
|
|
|||
|
|
|
|
|
|
||||||
DEFERRED EXPENSE
|
|
|
|
|
|
||||||
Federal
|
8,607
|
|
|
10,179
|
|
|
3,024
|
|
|||
State
|
1,292
|
|
|
1,450
|
|
|
1,311
|
|
|||
Total deferred expense
|
9,899
|
|
|
11,629
|
|
|
4,335
|
|
|||
Total expense
|
37,726
|
|
|
33,063
|
|
|
18,888
|
|
|||
Other comprehensive income (loss)
|
4,391
|
|
|
(4,110
|
)
|
|
(9,510
|
)
|
|||
Total comprehensive income tax expense
|
$
|
42,117
|
|
|
$
|
28,953
|
|
|
$
|
9,378
|
|
|
FISCAL YEARS ENDED APRIL 30
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effect of:
|
|
|
|
|
|
|||
Research and experimentation tax credit
|
(0.2
|
)%
|
|
—
|
%
|
|
(2.3
|
)%
|
Stock Compensation
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
Meals and entertainment
|
0.3
|
|
|
0.3
|
|
|
0.5
|
|
Domestic production deduction
|
(2.2
|
)
|
|
(2.5
|
)
|
|
(2.4
|
)
|
Other
|
(0.3
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
Total
|
(3.7
|
)%
|
|
(2.3
|
)%
|
|
(4.1
|
)%
|
|
|
|
|
|
|
|
|
|
Effective federal income tax rate
|
31.3
|
%
|
|
32.7
|
%
|
|
30.9
|
%
|
State income taxes, net of federal tax effect
|
3.3
|
|
|
3.3
|
|
|
3.8
|
|
Effective income tax rate
|
34.6
|
%
|
|
36.0
|
%
|
|
34.7
|
%
|
FISCAL YEAR
|
OPERATING (in thousands)
|
|
CAPITAL (in thousands)
|
||||
2018
|
$
|
2,884
|
|
|
$
|
1,796
|
|
2019
|
1,258
|
|
|
1,401
|
|
||
2020
|
937
|
|
|
1,167
|
|
||
2021
|
602
|
|
|
863
|
|
||
2022
|
119
|
|
|
672
|
|
||
2023 (and thereafter)
|
16
|
|
|
1,490
|
|
||
|
$
|
5,816
|
|
|
$
|
7,389
|
|
Less amounts representing interest (2% - 6.5%)
|
|
|
(541
|
)
|
|||
Total obligations under capital leases
|
|
|
$
|
6,848
|
|
|
PERCENT OF ANNUAL GROSS SALES
|
||||
|
2017
|
|
2016
|
|
2015
|
Customer A
|
20.7%
|
|
23.9%
|
|
26.5%
|
Customer B
|
16.5%
|
|
17.2%
|
|
18.6%
|
|
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2017
|
||||||||||
(in thousands)
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||
ASSETS:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
50,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
1,038
|
|
|
—
|
|
|
—
|
|
|||
Certificates of deposit
|
72,250
|
|
|
—
|
|
|
—
|
|
|||
Total assets at fair value
|
$
|
123,434
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
|
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2016
|
||||||||||
(in thousands)
|
LEVEL 1
|
|
LEVEL 2
|
|
LEVEL 3
|
||||||
ASSETS:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
30,490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
998
|
|
|
—
|
|
|
—
|
|
|||
Certificates of deposit
|
47,500
|
|
|
—
|
|
|
—
|
|
|||
Total assets at fair value
|
$
|
78,988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FISCAL 2017
|
07/31/16
|
|
10/31/2016
|
|
01/31/17
|
|
04/30/17
|
||||||||
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
258,150
|
|
|
$
|
264,076
|
|
|
$
|
249,285
|
|
|
$
|
258,737
|
|
Gross profit
|
59,317
|
|
|
56,152
|
|
|
51,596
|
|
|
57,571
|
|
||||
Income before income taxes
|
31,960
|
|
|
28,430
|
|
|
21,773
|
|
|
26,762
|
|
||||
Net income
|
21,661
|
|
|
17,637
|
|
|
14,553
|
|
|
17,348
|
|
||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.33
|
|
|
$
|
1.08
|
|
|
$
|
0.90
|
|
|
$
|
1.07
|
|
Diluted
|
$
|
1.32
|
|
|
$
|
1.07
|
|
|
$
|
0.89
|
|
|
$
|
1.06
|
|
|
|
|
|
|
|
|
|
||||||||
FISCAL 2016
|
07/31/15
|
|
10/31/2015
|
|
01/31/16
|
|
04/30/16
|
||||||||
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
231,198
|
|
|
$
|
256,292
|
|
|
$
|
218,632
|
|
|
$
|
240,923
|
|
Gross profit
|
50,173
|
|
|
56,052
|
|
|
44,598
|
|
|
48,871
|
|
||||
Income before income taxes
|
23,721
|
|
|
28,533
|
|
|
18,683
|
|
|
20,849
|
|
||||
Net income
|
15,158
|
|
|
18,180
|
|
|
12,013
|
|
|
13,372
|
|
||||
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.94
|
|
|
$
|
1.12
|
|
|
$
|
0.74
|
|
|
$
|
0.82
|
|
Diluted
|
$
|
0.92
|
|
|
$
|
1.10
|
|
|
$
|
0.73
|
|
|
$
|
0.81
|
|
/s/ S. CARY DUNSTON
|
|
S. Cary Dunston
|
President and Chief Executive Officer
|
|
|
/s/ M. SCOTT CULBRETH
|
|
M. Scott Culbreth
|
Senior Vice President and Chief Financial Officer
|
|
Equity Compensation Plan Information
|
|||||||||
|
|
|
|
|
|
|||||
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||||
|
(a)
|
|
(b)
|
|
(c)
|
|||||
|
|
|
|
|
|
|
|
|||
Equity compensation plans approved by security holders
(1)
|
—
|
|
|
—
|
|
881,010
|
|
|||
Options
|
54,918
|
|
|
$
|
37.95
|
|
|
|
|
|
Performance-based restricted stock units
|
125,067
|
|
|
N/A
|
|
(2)
|
|
|
|
|
Service-based restricted stock units
|
67,454
|
|
|
N/A
|
|
(2)
|
|
|
|
|
Equity compensation plans not approved by security holders
(3)
|
—
|
|
|
—
|
|
—
|
|
|||
Total
|
247,439
|
|
|
$
|
35.15
|
|
|
|
881,010
|
|
(a)1.
|
Financial Statements
|
(a)2.
|
Financial Statement Schedules
|
(a)3.
|
Exhibits
|
Third Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of March 18, 2013, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on March 19, 2013; Commission File No. 000-14798).
|
|
|
|
Security Agreement (Financial Assets), dated as of April 26, 2012, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2012; Commission File No. 000-14798).
|
|
|
|
Addendum to Security Agreement (Financial Assets), effective as of April 26, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(i) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
|
|
|
|
Security Agreement, dated as of May 29, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(j) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
|
|
|
|
Fifth Amendment to Revolving Line of Credit Note and Fourth Amendment to Credit Agreement, dated as of September 26, 2014, effective as of September 1, 2014, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K as filed on September 30, 2014; Commission File No. 000-14798).
|
|
|
|
Loan Agreement, dated as of February 9, 2005, by and between the Company and the Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(n) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2005; Commission File No. 000-14798).
|
|
|
|
First Amendment to Loan Agreement, dated as of April 4, 2008, by and between the Company and Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2008; Commission File No. 000-14798).
|
|
|
|
Second Amendment to Loan Agreement, dated as of April 23, 2013, by and between the Company and Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(k) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2013; Commission File No. 000-14798).
|
|
|
|
10.6 (a)(i)
|
Lease and Agreement, dated as of November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245).
|
|
|
Fourth Amendment to Lease and Agreement, dated as of April 1, 2011, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
|
|
|
|
Lease, dated as of December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2001; Commission File No. 000-14798).
|
|
|
|
Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on June 28, 2013; Commission File No. 000-14798).*
|
|
|
|
2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant's DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).*
|
|
|
|
Amendment to 2006 Non-Employee Directors Equity Ownership Plan, dated as of August 27, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
|
|
|
|
2011 Non-Empoyee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant's DEF-14A as filed on June 30, 2011; Commission File No. 000-14798).*
|
|
|
|
2015 Non-Employee Directors Restricted Stock Unit Plan (incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A as filed on June 30, 2015; Commission File No. 000-14798).
|
|
|
|
Form of Grant Letter used in connection with awards of stock options granted under the Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
|
|
|
|
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
|
|
|
|
Description (a)
|
Balance at Beginning of Year
|
|
Additions (Reductions) Charged to
Cost and Expenses |
|
Other
|
|
Deductions
|
|
Balance at End of Year
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended April 30, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
171
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
(223
|
)
|
(b)
|
$
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reserve for cash discounts
|
$
|
827
|
|
|
$
|
10,027
|
|
(c)
|
$
|
—
|
|
|
$
|
(9,875
|
)
|
(d)
|
$
|
979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reserve for sales returns and allowances
|
$
|
1,782
|
|
|
$
|
7,962
|
|
(c)
|
$
|
—
|
|
|
$
|
(7,613
|
)
|
|
$
|
2,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended April 30, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
173
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
(110
|
)
|
(b)
|
$
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reserve for cash discounts
|
$
|
746
|
|
|
$
|
9,570
|
|
(c)
|
$
|
—
|
|
|
$
|
(9,489
|
)
|
(d)
|
$
|
827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reserve for sales returns and allowances
|
$
|
1,594
|
|
|
$
|
7,833
|
|
(c)
|
$
|
—
|
|
|
$
|
(7,645
|
)
|
|
$
|
1,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year ended April 30, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
102
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
(113
|
)
|
(b)
|
$
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reserve for cash discounts
|
$
|
727
|
|
|
$
|
8,859
|
|
(c)
|
$
|
—
|
|
|
$
|
(8,840
|
)
|
(d)
|
$
|
746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reserve for sales returns and allowances
|
$
|
1,639
|
|
|
$
|
7,326
|
|
(c)
|
$
|
—
|
|
|
$
|
(7,371
|
)
|
|
$
|
1,594
|
|
(a)
|
All reserves relate to accounts receivable.
|
(b)
|
Principally write-offs, net of collections.
|
(c)
|
Reduction of gross sales.
|
(d)
|
Cash discounts granted.
|
|
|
American Woodmark Corporation
|
|
|
(Registrant)
|
|
|
|
|
|
|
June 29, 2017
|
|
/s/ S. CARY DUNSTON
|
|
|
S. Cary Dunston
President and Chief Executive Officer
|
June 29, 2017
|
|
/s/ S. CARY DUNSTON
|
|
June 29, 2017
|
|
/s/ M. SCOTT CULBRETH
|
|
|
S. Cary Dunston President and Chief Executive Officer (Principal Executive Officer) Director
|
|
|
|
M. Scott Culbreth
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
June 29, 2017
|
|
/s/ KENT B. GUICHARD
|
|
June 29, 2017
|
|
/s/ ANDREW B. COGAN
|
|
|
Kent B. Guichard
Chairman of the Board
Director
|
|
|
|
Andrew B. Cogan
Director
|
|
|
|
|
|
|
|
June 29, 2017
|
|
/s/ JAMES G. DAVIS, JR.
|
|
June 29, 2017
|
|
/s/ MARTHA M. HAYES
|
|
|
James G. Davis, Jr.
Director
|
|
|
|
Martha M. Hayes
Director
|
|
|
|
|
|
|
|
June 29, 2017
|
|
/s/ DANIEL T. HENDRIX
|
|
June 29, 2017
|
|
/s/ CAROL B. MOERDYK
|
|
|
Daniel T. Hendrix
Director
|
|
|
|
Carol B. Moerdyk
Director
|
|
|
|
|
|
|
|
June 29, 2017
|
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/s/ DAVID W. MOON
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June 29, 2017
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/s/ VANCE W. TANG
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David W. Moon
Director
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Vance W. Tang
Director
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1 Year American Woodmark Chart |
1 Month American Woodmark Chart |
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