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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 | |
---|---|---|---|---|---|---|---|---|---|---|
1.08 | 1.16% | 94.45 | 37.89 | 97.53 | 96.42 | 93.675 | 95.02 | 67,912 | 22:30:00 |
PART I.
|
FINANCIAL INFORMATION
|
PAGE
NUMBER
|
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
8
|
|
|
|
|
|
10-21
|
|
|
|
|
Item 2.
|
21-28
|
|
|
|
|
Item 3.
|
28
|
|
|
|
|
Item 4.
|
28
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
28
|
|
|
|
|
Item 1A.
|
28
|
|
|
|
|
Item 2.
|
36
|
|
|
|
|
Item 6.
|
38
|
|
|
|
|
40
|
|
January 31,
2018 |
|
April 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
139,624
|
|
|
$
|
176,978
|
|
Investments - certificates of deposit
|
8,000
|
|
|
51,750
|
|
||
Customer receivables, net
|
121,777
|
|
|
63,115
|
|
||
Inventories
|
108,003
|
|
|
42,859
|
|
||
Income tax receivable
|
27,353
|
|
|
—
|
|
||
Prepaid expenses and other
|
10,311
|
|
|
4,526
|
|
||
Total current assets
|
415,068
|
|
|
339,228
|
|
||
Property, plant and equipment, net
|
210,628
|
|
|
107,933
|
|
||
Investments - certificates of deposit
|
2,500
|
|
|
20,500
|
|
||
Customer relationship intangibles, net
|
270,194
|
|
|
—
|
|
||
Trademarks, net
|
9,722
|
|
|
—
|
|
||
Goodwill, net
|
765,743
|
|
|
—
|
|
||
Promotional displays, net
|
12,925
|
|
|
5,745
|
|
||
Deferred income taxes
|
—
|
|
|
18,047
|
|
||
Other assets
|
15,209
|
|
|
9,820
|
|
||
TOTAL ASSETS
|
$
|
1,701,989
|
|
|
$
|
501,273
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
65,052
|
|
|
$
|
41,312
|
|
Current maturities of long-term debt
|
14,864
|
|
|
1,598
|
|
||
Accrued compensation and related expenses
|
46,712
|
|
|
36,162
|
|
||
Accrued marketing expenses
|
18,767
|
|
|
8,655
|
|
||
Other accrued expenses
|
37,301
|
|
|
13,770
|
|
||
Total current liabilities
|
182,696
|
|
|
101,497
|
|
||
Long-term debt, less current maturities
|
881,585
|
|
|
15,279
|
|
||
Deferred income taxes
|
63,569
|
|
|
—
|
|
||
Defined benefit pension liabilities
|
6,306
|
|
|
28,032
|
|
||
Other long-term liabilities
|
5,187
|
|
|
4,016
|
|
||
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 January 31, 2018: 17,503,330
;
|
|
|
|
||||
at April 30, 2017: 16,232,775
|
360,586
|
|
|
168,835
|
|
||
Retained earnings
|
241,727
|
|
|
224,031
|
|
||
Accumulated other comprehensive loss -
|
|
|
|
||||
Defined benefit pension plans
|
(39,667
|
)
|
|
(40,417
|
)
|
||
Total shareholders' equity
|
562,646
|
|
|
352,449
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,701,989
|
|
|
$
|
501,273
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
January 31,
|
|
January 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
292,791
|
|
|
$
|
249,285
|
|
|
$
|
844,387
|
|
|
$
|
771,511
|
|
Cost of sales and distribution
|
242,412
|
|
|
197,689
|
|
|
678,179
|
|
|
604,446
|
|
||||
Gross Profit
|
50,379
|
|
|
51,596
|
|
|
166,208
|
|
|
167,065
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling and marketing expenses
|
19,167
|
|
|
18,519
|
|
|
55,397
|
|
|
52,128
|
|
||||
General and administrative expenses
|
23,492
|
|
|
11,476
|
|
|
41,442
|
|
|
33,083
|
|
||||
Operating Income
|
7,720
|
|
|
21,601
|
|
|
69,369
|
|
|
81,854
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
4,498
|
|
|
447
|
|
|
4,603
|
|
|
776
|
|
||||
Other income
|
(542
|
)
|
|
(619
|
)
|
|
(1,833
|
)
|
|
(1,085
|
)
|
||||
Income Before Income Taxes
|
3,764
|
|
|
21,773
|
|
|
66,599
|
|
|
82,163
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
1,768
|
|
|
7,220
|
|
|
22,567
|
|
|
28,312
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
1,996
|
|
|
$
|
14,553
|
|
|
$
|
44,032
|
|
|
$
|
53,851
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
16,578,235
|
|
|
16,241,670
|
|
|
16,349,716
|
|
|
16,267,333
|
|
||||
Diluted
|
16,690,760
|
|
|
16,381,223
|
|
|
16,461,509
|
|
|
16,400,842
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
0.90
|
|
|
$
|
2.69
|
|
|
$
|
3.31
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.89
|
|
|
$
|
2.67
|
|
|
$
|
3.28
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to condensed consolidated financial statements.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
January 31,
|
|
January 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,996
|
|
|
$
|
14,553
|
|
|
$
|
44,032
|
|
|
$
|
53,851
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in pension benefits, net of deferred taxes of $(138) and $(173), and $(450) and $(518), for the three and nine months ended January 31, 2018 and 2017, respectively
|
262
|
|
|
270
|
|
|
750
|
|
|
810
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Comprehensive Income
|
$
|
2,258
|
|
|
$
|
14,823
|
|
|
$
|
44,782
|
|
|
$
|
54,661
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to condensed consolidated financial statements.
|
|
|
|
|
|
|
|
ACCUMULATED
|
|
|
|||||||||
|
|
|
|
|
|
|
OTHER
|
|
TOTAL
|
|||||||||
|
COMMON STOCK
|
|
RETAINED
|
|
COMPREHENSIVE
|
|
SHAREHOLDERS'
|
|||||||||||
(in thousands, except share data)
|
SHARES
|
|
AMOUNT
|
|
EARNINGS
|
|
LOSS
|
|
EQUITY
|
|||||||||
Balance, May 1, 2016
|
16,244,041
|
|
|
$
|
163,290
|
|
|
$
|
164,756
|
|
|
$
|
(47,285
|
)
|
|
$
|
280,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
53,851
|
|
|
—
|
|
|
53,851
|
|
||||
Other comprehensive loss,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
810
|
|
|
810
|
|
||||
Stock-based compensation
|
—
|
|
|
2,477
|
|
|
—
|
|
|
—
|
|
|
2,477
|
|
||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
122,522
|
|
|
626
|
|
|
—
|
|
|
—
|
|
|
626
|
|
||||
Stock repurchases
|
(178,118
|
)
|
|
(1,483
|
)
|
|
(11,924
|
)
|
|
—
|
|
|
(13,407
|
)
|
||||
Employee benefit plan
|
|
|
|
|
|
|
|
|
|
|||||||||
contributions
|
44,080
|
|
|
2,926
|
|
|
—
|
|
|
—
|
|
|
2,926
|
|
||||
Balance, January 31, 2017
|
16,232,525
|
|
|
$
|
167,836
|
|
|
$
|
206,683
|
|
|
$
|
(46,475
|
)
|
|
$
|
328,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, May 1, 2017
|
16,232,775
|
|
|
$
|
168,835
|
|
|
$
|
224,031
|
|
|
$
|
(40,417
|
)
|
|
$
|
352,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
44,032
|
|
|
—
|
|
|
44,032
|
|
||||
Other comprehensive loss,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
750
|
|
||||
Stock-based compensation
|
—
|
|
|
2,506
|
|
|
—
|
|
|
—
|
|
|
2,506
|
|
||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
86,335
|
|
|
(1,494
|
)
|
|
—
|
|
|
—
|
|
|
(1,494
|
)
|
||||
Stock issuance related to acquisition
|
1,457,568
|
|
|
189,849
|
|
|
—
|
|
|
—
|
|
|
189,849
|
|
||||
Stock repurchases
|
(309,612
|
)
|
|
(2,664
|
)
|
|
(26,336
|
)
|
|
—
|
|
|
(29,000
|
)
|
||||
Employee benefit plan
|
|
|
|
|
|
|
|
|
|
|||||||||
contributions
|
36,264
|
|
|
3,554
|
|
|
—
|
|
|
—
|
|
|
3,554
|
|
||||
Balance, January 31, 2018
|
17,503,330
|
|
|
$
|
360,586
|
|
|
$
|
241,727
|
|
|
$
|
(39,667
|
)
|
|
$
|
562,646
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
See notes to condensed consolidated financial statements.
|
|
|
|
Nine Months Ended
|
||||||
|
January 31,
|
||||||
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
44,032
|
|
|
$
|
53,851
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
21,662
|
|
|
13,719
|
|
||
Net loss on disposal of property, plant and equipment
|
266
|
|
|
286
|
|
||
Stock-based compensation expense
|
2,506
|
|
|
2,477
|
|
||
Deferred income taxes
|
13,839
|
|
|
10,173
|
|
||
Pension contributions in excess of expense
|
(20,526
|
)
|
|
(27,706
|
)
|
||
Contributions of employer stock to employee benefit plan
|
3,554
|
|
|
2,926
|
|
||
Other non-cash items
|
(546
|
)
|
|
(429
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Customer receivables
|
(3,577
|
)
|
|
(3,767
|
)
|
||
Income taxes receivables
|
(8,652
|
)
|
|
—
|
|
||
Inventories
|
235
|
|
|
(2,571
|
)
|
||
Prepaid expenses and other assets
|
(6,639
|
)
|
|
(1,983
|
)
|
||
Accounts payable
|
(1,373
|
)
|
|
(2,110
|
)
|
||
Accrued compensation and related expenses
|
(4,495
|
)
|
|
2,598
|
|
||
Other accrued expenses
|
8,595
|
|
|
4,200
|
|
||
Net cash provided by operating activities
|
48,881
|
|
|
51,664
|
|
||
|
|
|
|
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Payments to acquire property, plant and equipment
|
(31,198
|
)
|
|
(13,654
|
)
|
||
Proceeds from sales of property, plant and equipment
|
14
|
|
|
37
|
|
||
Acquisition of business, net of cash acquired
|
(57,200
|
)
|
|
—
|
|
||
Purchases of certificates of deposit
|
(25,000
|
)
|
|
(57,250
|
)
|
||
Maturities of certificates of deposit
|
86,750
|
|
|
23,000
|
|
||
Investment in promotional displays
|
(1,721
|
)
|
|
(3,867
|
)
|
||
Net cash used by investing activities
|
(28,355
|
)
|
|
(51,734
|
)
|
||
|
|
|
|
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Payments of long-term debt
|
(21,397
|
)
|
|
(1,290
|
)
|
||
Proceeds from long-term debt
|
734
|
|
|
2,687
|
|
||
Proceeds from issuance of common stock
|
1,286
|
|
|
2,359
|
|
||
Repurchase of common stock
|
(29,000
|
)
|
|
(13,407
|
)
|
||
Notes receivable, net
|
—
|
|
|
208
|
|
||
Withholding of employee taxes related to stock-based compensation
|
(2,779
|
)
|
|
(1,734
|
)
|
||
Debt issuance cost
|
(6,724
|
)
|
|
—
|
|
||
Net cash used by financing activities
|
(57,880
|
)
|
|
(11,177
|
)
|
||
|
|
|
|
|
|
||
Net decrease in cash and cash equivalents
|
(37,354
|
)
|
|
(11,247
|
)
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period
|
176,978
|
|
|
174,463
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, end of period
|
$
|
139,624
|
|
|
$
|
163,216
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
765,743
|
|
Customer relationship intangibles
|
|
|
274,000
|
|
Property, plant and equipment
|
|
|
87,064
|
|
Inventories
|
|
|
66,293
|
|
Customer receivables
|
|
|
54,649
|
|
Income taxes receivable
|
|
|
18,450
|
|
Trademarks
|
|
|
10,000
|
|
Prepaid expenses and other
|
|
|
4,571
|
|
Leasehold interests
|
|
|
151
|
|
Total identifiable assets and goodwill acquired
|
|
|
1,280,921
|
|
|
|
|
|
|
Debt
|
|
|
602,313
|
|
Deferred income taxes
|
|
|
67,478
|
|
Accrued expenses
|
|
|
29,777
|
|
Accounts payable
|
|
|
25,113
|
|
Notes payable
|
|
|
2,988
|
|
Income taxes payable
|
|
|
49
|
|
Total liabilities assumed
|
|
|
727,718
|
|
|
|
|
|
|
Total accounting consideration
|
|
$
|
553,203
|
|
|
|
Nine months ended
|
||||||
|
|
January 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Net Sales
|
|
$
|
1,207,775
|
|
|
$
|
1,213,604
|
|
Net Income (1)
|
|
$
|
45,812
|
|
|
$
|
71,945
|
|
Net earnings per share - basic
|
|
$
|
2.60
|
|
|
$
|
4.06
|
|
Net earnings per share - diluted
|
|
$
|
2.58
|
|
|
$
|
4.03
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||
(in thousands, except per share amounts)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator used in basic and diluted net earnings
|
|
|
|
|
|
|
|
|
||||||||
per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
1,996
|
|
|
$
|
14,553
|
|
|
$
|
44,032
|
|
|
$
|
53,851
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net earnings per common
|
|
|
|
|
|
|
|
|
||||||||
share - weighted-average shares
|
|
16,578
|
|
|
16,242
|
|
|
16,350
|
|
|
16,267
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
|
113
|
|
|
140
|
|
|
112
|
|
|
134
|
|
||||
Denominator for diluted net earnings per common
|
|
|
|
|
|
|
|
|
||||||||
share - weighted-average shares and assumed
|
|
|
|
|
|
|
|
|
||||||||
conversions
|
|
16,691
|
|
|
16,381
|
|
|
16,462
|
|
|
16,401
|
|
||||
Net earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.12
|
|
|
$
|
0.90
|
|
|
$
|
2.69
|
|
|
$
|
3.31
|
|
Diluted
|
|
$
|
0.12
|
|
|
$
|
0.89
|
|
|
$
|
2.67
|
|
|
$
|
3.28
|
|
|
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of sales and distribution
|
|
$
|
256
|
|
|
$
|
160
|
|
|
$
|
777
|
|
|
$
|
468
|
|
Selling and marketing (income) expenses
|
|
183
|
|
|
253
|
|
|
385
|
|
|
755
|
|
||||
General and administrative expenses
|
|
458
|
|
|
414
|
|
|
1,344
|
|
|
1,254
|
|
||||
Stock-based compensation expense
|
|
$
|
897
|
|
|
$
|
827
|
|
|
$
|
2,506
|
|
|
$
|
2,477
|
|
|
|
January 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Gross customer receivables
|
|
$
|
127,339
|
|
|
$
|
66,373
|
|
Less:
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
(280
|
)
|
|
(148
|
)
|
||
Allowance for returns and discounts
|
|
(5,282
|
)
|
|
(3,110
|
)
|
||
|
|
|
|
|
|
|
||
Net customer receivables
|
|
$
|
121,777
|
|
|
$
|
63,115
|
|
|
|
January 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
49,503
|
|
|
$
|
18,230
|
|
Work-in-process
|
|
40,330
|
|
|
18,704
|
|
||
Finished goods
|
|
31,617
|
|
|
19,372
|
|
||
|
|
|
|
|
|
|
||
Total FIFO inventories
|
|
121,450
|
|
|
56,306
|
|
||
|
|
|
|
|
|
|
||
Reserve to adjust inventories to LIFO value
|
|
(13,447
|
)
|
|
(13,447
|
)
|
||
|
|
|
|
|
|
|
||
Total inventories
|
|
$
|
108,003
|
|
|
$
|
42,859
|
|
|
January 31
|
|
April 30
|
||||
(in thousands)
|
2018
|
|
2017
|
||||
Land
|
$
|
4,751
|
|
|
$
|
3,581
|
|
Buildings and improvements
|
93,902
|
|
|
81,172
|
|
||
Buildings and improvements - capital leases
|
11,203
|
|
|
11,202
|
|
||
Machinery and equipment
|
268,063
|
|
|
187,836
|
|
||
Machinery and equipment - capital leases
|
29,918
|
|
|
29,378
|
|
||
Construction in progress
|
28,600
|
|
|
10,838
|
|
||
|
436,437
|
|
|
324,007
|
|
||
Less accumulated amortization and depreciation
|
(225,809
|
)
|
|
(216,074
|
)
|
||
|
|
|
|
|
|
||
Total
|
$
|
210,628
|
|
|
$
|
107,933
|
|
(in thousands)
|
|
Weighted Average Amortization Period
|
|
Amortization Method
|
|
Cost
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
|
6 years
|
|
Straight-line
|
|
$
|
274,000
|
|
|
$
|
3,806
|
|
|
$
|
270,194
|
|
Trademarks
|
|
3 years
|
|
Straight-line
|
|
10,000
|
|
|
278
|
|
|
9,722
|
|
|||
Intangible assets, net
|
|
|
|
|
|
|
|
$
|
4,084
|
|
|
$
|
279,916
|
|
|
|
Nine Months Ended
|
||||||
|
|
January 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Beginning balance at May 1
|
|
$
|
3,262
|
|
|
$
|
2,926
|
|
Acquisition
|
|
119
|
|
|
—
|
|
||
Accrual
|
|
14,943
|
|
|
13,460
|
|
||
Settlements
|
|
(14,760
|
)
|
|
(13,376
|
)
|
||
|
|
|
|
|
|
|
||
Ending balance at January 31
|
|
$
|
3,564
|
|
|
$
|
3,010
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest cost
|
|
$
|
1,431
|
|
|
$
|
1,443
|
|
|
$
|
4,295
|
|
|
$
|
4,329
|
|
Expected return on plan assets
|
|
(2,234
|
)
|
|
(2,019
|
)
|
|
(6,702
|
)
|
|
(6,059
|
)
|
||||
Recognized net actuarial loss
|
|
401
|
|
|
442
|
|
|
1,201
|
|
|
1,328
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic pension benefit
|
|
$
|
(402
|
)
|
|
$
|
(134
|
)
|
|
$
|
(1,206
|
)
|
|
$
|
(402
|
)
|
|
|
Fair Value Measurements
|
||||||||||
|
|
As of January 31, 2018
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
|
$
|
10,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
1,092
|
|
|
—
|
|
|
—
|
|
|||
Total assets at fair value
|
|
$
|
11,592
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
As of April 30, 2017
|
||||||||||
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
PERCENT OF GROSS SALES
|
||
|
Nine Months Ended
|
||
|
January 31,
|
||
|
2018
|
|
2017
|
Customer A
|
21.8
|
|
20.2
|
Customer B
|
14.4
|
|
15.9
|
•
|
the loss of or a reduction in business from one or more of our key customers;
|
•
|
negative developments in the U.S. housing market or general economy and the impact of such developments on our and our customers’ business, operations and access to financing;
|
•
|
competition from other manufacturers and the impact of such competition on pricing and promotional levels;
|
•
|
an inability to develop new products or respond to changing consumer preferences and purchasing practices;
|
•
|
a failure to effectively manage manufacturing operations, alignment and capacity or an inability to maintain the quality of our products;
|
•
|
the impairment of goodwill, other intangible assets or our long-lived assets;
|
•
|
an inability to obtain raw materials in a timely manner or fluctuations in raw material and energy costs;
|
•
|
information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees or other third parties;
|
•
|
the cost of compliance with, or liabilities related to, environmental or other governmental regulations or changes in governmental or industry regulatory standards, especially with respect to health and safety and the environment;
|
•
|
a failure to attract and retain certain members of management or other key employees or other negative labor developments, including increases in the cost of labor;
|
•
|
risks associated with the implementation of our growth strategy;
|
•
|
risks related to sourcing and selling products internationally and doing business globally;
|
•
|
unexpected costs resulting from a failure to maintain acceptable quality standards;
|
•
|
changes in tax laws or the interpretations of existing tax laws;
|
•
|
the occurrence of significant natural disasters, including earthquakes, fires, floods, and hurricanes or tropical storms;
|
•
|
the unavailability of adequate capital for our business to grow and compete;
|
•
|
increased buying power of large customers and the impact on our ability to maintain or raise prices;
|
•
|
the effect of the RSI Acquisition on our ability to retain customers, maintain relationships with suppliers and hire and retain key personnel;
|
•
|
our ability to successfully integrate RSI into our business and operations and the risk that the anticipated economic benefits, costs savings and other synergies in connection with the RSI Acquisition are not fully realized or take longer to realize than expected; and
|
•
|
limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due under the Credit Facilities, the Senior Notes and our other indebtedness.
|
•
|
Residential investment as a percentage of gross domestic product as tracked by the U.S. Department of Commerce for the fourth calendar quarter of 2017 was flat at 3.5% compared with the same period in the prior year;
|
•
|
The median price per existing home sold rose during the fourth calendar quarter of 2017 compared to the same period one year ago by 5.6% according to data provided by the National Association of Realtors, and existing home sales increased 0.42% during the fourth calendar quarter of 2017 compared to the same period in the prior year;
|
•
|
The unemployment rate improved to 4.1% as of January 2018 compared to 4.8% as of January 2017 according to data provided by the U.S. Department of Labor;
|
•
|
Mortgage interest rates remained low with a thirty-year fixed mortgage rate of approximately 4.03% in January 2018, a decrease of approximately 12 basis points compared to the same period in the prior year, according to Freddie Mac; and
|
•
|
Consumer sentiment as tracked by Thomson Reuters/University of Michigan decreased from 98.5 in January 2017 to 95.7 in January 2018.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
Percent Change
|
|
2018
|
|
2017
|
|
Percent Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
292,791
|
|
|
$
|
249,285
|
|
|
17
|
%
|
|
$
|
844,387
|
|
|
$
|
771,511
|
|
|
9
|
%
|
Gross profit
|
|
50,379
|
|
|
51,596
|
|
|
(2
|
)
|
|
166,208
|
|
|
167,065
|
|
|
(1
|
)
|
||||
Selling and marketing expenses
|
|
19,167
|
|
|
18,519
|
|
|
3
|
|
|
55,397
|
|
|
52,128
|
|
|
6
|
|
||||
General and administrative expenses
|
|
23,492
|
|
|
11,476
|
|
|
105
|
|
|
41,442
|
|
|
33,083
|
|
|
25
|
|
•
|
introduction of non-native invasive organisms into new environments;
|
•
|
recessionary trends in international markets;
|
•
|
legal and regulatory changes and the burdens and costs of our compliance with a variety of laws, including export controls, import and customs trade restrictions and tariffs;
|
•
|
increases in transportation costs or transportation delays;
|
•
|
work stoppages and labor strikes;
|
•
|
fluctuations in exchange rates, particularly the value of the U.S. dollar relative to other currencies; and
|
•
|
political unrest, terrorism and economic instability.
|
|
Share Repurchases
|
|||||||||
|
Total Number of Shares Purchased
|
Average Price Paid
|
Total Number of Shares Purchased as Part of Publicly Announced
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)
|
||||||
|
(1)
|
Per Share
|
Programs
|
(1)
|
||||||
November 1 - 30, 2017
|
58,371
|
|
$
|
94.20
|
|
58,371
|
|
$
|
35,968
|
|
December 1 - 31, 2017
|
—
|
|
$
|
—
|
|
—
|
|
$
|
35,968
|
|
January 1 - 31, 2018
|
—
|
|
$
|
—
|
|
—
|
|
$
|
35,968
|
|
Quarter ended January 31, 2018
|
58,371
|
|
$
|
94.2
|
|
58,371
|
|
$
|
35,968
|
|
Exhibit Number
|
Description
|
|
|
Agreement and Plan of Merger, dated as of November 30, 2017, among RSI Home Products, Inc., American Woodmark Corporation, Alliance Merger Sub, Inc. and Ronald M. Simon, solely in his capacity as the Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K as filed on December 1, 2017; Commission File No. 000-14798).
|
|
|
|
3.1 (a)
|
Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
|
|
|
Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
|
|
|
|
Bylaws – as amended and restated August 24, 2017 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-Q for the quarter ended July 31, 2017; Commission File No. 000-14798).
|
|
|
|
4.1
|
The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).
|
|
|
Indenture, dated as of March 16, 2015, by and among RSI Home Products, Inc., the guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (Filed Herewith).
|
|
|
|
Supplemental Indenture, dated as of December 15, 2017, among RSI Home Products, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (Filed Herewith).
|
|
|
|
Second Supplemental Indenture, dated as of February 9, 2018, among RSI Home Products, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (Filed Herewith).
|
|
|
|
Indenture, dated as of February 12, 2018, among American Woodmark Corporation, the guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K as filed on February 14, 2018; Commission File No. 000-14798).
|
|
|
|
Credit Agreement, dated as of December 29, 2017, by and among American Woodmark Corporation, as Borrower, the Lenders referred to therein as Lenders and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuer Lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on January 5, 2018; Commission File No. 000-14798).
|
|
|
|
Collateral Agreement, dated as of December 29, 2017, by American Woodmark Corporation and certain of its subsidiaries, as Grantors, in favor of Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K as filed on January 5, 2018; Commission File No. 000-14798).
|
|
|
|
Joinder Agreement, dated as of February 12, 2018, by American Woodmark Corporation and each of its subsidiary named therein in favor of Wells Fargo Bank, National Association, as Administrative Agent, for the benefit of the Secured Parties (Filed Herewith).
|
|
|
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Shareholders Agreement, dated as of November 30, 2017, by and among American Woodmark Corporation and the shareholders party thereto (Filed Herewith).
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Commitment Letter, dated as of November 30, 2017, among American Woodmark Corporation, Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on December 1, 2017; Commission File No. 000-14798).
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished Herewith).
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101
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Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).
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/s/ M. Scott Culbreth
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M. Scott Culbreth
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Senior Vice President and Chief Financial Officer
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Date: March 12, 2018
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Signing on behalf of the registrant and
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as principal financial and accounting officer
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1 Year American Woodmark Chart |
1 Month American Woodmark Chart |
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