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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 | |
---|---|---|---|---|---|---|---|---|---|---|
1.78 | 1.88% | 96.23 | 96.09 | 96.61 | 96.41 | 94.87 | 94.95 | 5,409 | 15:41:02 |
PART I.
|
FINANCIAL INFORMATION
|
PAGE
NUMBER
|
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
9
|
|
|
|
|
|
11-22
|
|
|
|
|
Item 2.
|
22-30
|
|
|
|
|
Item 3.
|
30
|
|
|
|
|
Item 4.
|
30
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
30
|
|
|
|
|
Item 1A.
|
30
|
|
|
|
|
Item 2.
|
31
|
|
|
|
|
Item 6.
|
32
|
|
|
|
|
33
|
|
January 31,
2019 |
|
April 30,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
42,009
|
|
|
$
|
78,410
|
|
Investments - certificates of deposit
|
2,500
|
|
|
8,000
|
|
||
Customer receivables, net
|
117,198
|
|
|
136,355
|
|
||
Inventories
|
116,116
|
|
|
104,801
|
|
||
Income taxes receivable
|
791
|
|
|
25,996
|
|
||
Prepaid expenses and other
|
13,884
|
|
|
10,805
|
|
||
Total current assets
|
292,498
|
|
|
364,367
|
|
||
Property, plant and equipment, net
|
211,977
|
|
|
218,102
|
|
||
Investments - certificates of deposit
|
—
|
|
|
1,500
|
|
||
Customer relationship intangibles, net
|
224,528
|
|
|
258,778
|
|
||
Trademarks, net
|
6,389
|
|
|
8,889
|
|
||
Goodwill
|
767,612
|
|
|
767,451
|
|
||
Promotional displays, net
|
12,943
|
|
|
12,189
|
|
||
Deferred income taxes
|
726
|
|
|
732
|
|
||
Other assets
|
16,163
|
|
|
13,337
|
|
||
TOTAL ASSETS
|
$
|
1,532,836
|
|
|
$
|
1,645,345
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
56,988
|
|
|
$
|
71,096
|
|
Current maturities of long-term debt
|
2,300
|
|
|
4,143
|
|
||
Accrued compensation and related expenses
|
49,406
|
|
|
48,682
|
|
||
Accrued marketing expenses
|
12,589
|
|
|
19,289
|
|
||
Other accrued expenses
|
21,229
|
|
|
27,245
|
|
||
Total current liabilities
|
142,512
|
|
|
170,455
|
|
||
Long-term debt, less current maturities
|
709,818
|
|
|
809,897
|
|
||
Deferred income taxes
|
66,284
|
|
|
71,563
|
|
||
Defined benefit pension liabilities
|
—
|
|
|
6,960
|
|
||
Other long-term liabilities
|
6,250
|
|
|
4,805
|
|
||
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, 2019: 16,965,544
;
|
|
|
|
||||
at April 30, 2018: 17,503,922
|
353,887
|
|
|
361,158
|
|
||
Retained earnings
|
302,233
|
|
|
269,576
|
|
||
Accumulated other comprehensive loss -
|
|
|
|
||||
Defined benefit pension plans
|
(48,148
|
)
|
|
(49,069
|
)
|
||
Total shareholders' equity
|
607,972
|
|
|
581,665
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
1,532,836
|
|
|
$
|
1,645,345
|
|
See notes to condensed consolidated financial statements.
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
January 31,
|
|
January 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
384,080
|
|
|
$
|
292,791
|
|
|
$
|
1,237,920
|
|
|
$
|
844,387
|
|
Cost of sales and distribution
|
307,227
|
|
|
242,412
|
|
|
978,569
|
|
|
678,179
|
|
||||
Gross Profit
|
76,853
|
|
|
50,379
|
|
|
259,351
|
|
|
166,208
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling and marketing expenses
|
22,215
|
|
|
19,167
|
|
|
68,139
|
|
|
55,397
|
|
||||
General and administrative expenses
|
27,462
|
|
|
23,492
|
|
|
86,010
|
|
|
41,442
|
|
||||
Restructuring charges, net
|
26
|
|
|
—
|
|
|
2,061
|
|
|
—
|
|
||||
Operating Income
|
27,150
|
|
|
7,720
|
|
|
103,141
|
|
|
69,369
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
8,836
|
|
|
4,035
|
|
|
27,204
|
|
|
2,887
|
|
||||
Other income, net
|
(5,812
|
)
|
|
(79
|
)
|
|
(6,137
|
)
|
|
(117
|
)
|
||||
Income Before Income Taxes
|
24,126
|
|
|
3,764
|
|
|
82,074
|
|
|
66,599
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
5,717
|
|
|
1,768
|
|
|
20,410
|
|
|
22,567
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
18,409
|
|
|
$
|
1,996
|
|
|
$
|
61,664
|
|
|
$
|
44,032
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
17,186,456
|
|
|
16,578,235
|
|
|
17,425,385
|
|
|
16,349,716
|
|
||||
Diluted
|
17,216,327
|
|
|
16,690,760
|
|
|
17,466,936
|
|
|
16,461,509
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.07
|
|
|
$
|
0.12
|
|
|
$
|
3.54
|
|
|
$
|
2.69
|
|
Diluted
|
$
|
1.07
|
|
|
$
|
0.12
|
|
|
$
|
3.53
|
|
|
$
|
2.67
|
|
|
|
|
|
|
|
|
|
||||||||
See notes to condensed consolidated financial statements.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
January 31,
|
|
January 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
18,409
|
|
|
$
|
1,996
|
|
|
$
|
61,664
|
|
|
$
|
44,032
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in pension benefits, net of deferred taxes of $(105) and $(138), and $(315) and $(450) for the three and nine months ended January 31, 2019 and 2018, respectively
|
307
|
|
|
262
|
|
|
921
|
|
|
750
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Comprehensive Income
|
$
|
18,716
|
|
|
$
|
2,258
|
|
|
$
|
62,585
|
|
|
$
|
44,782
|
|
|
|
|
|
|
|
|
|
||||||||
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, 2017
|
16,232,775
|
|
|
$
|
168,835
|
|
|
$
|
224,031
|
|
|
$
|
(40,417
|
)
|
|
$
|
352,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
22,281
|
|
|
—
|
|
|
22,281
|
|
||||
Other comprehensive income,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
244
|
|
||||
Stock-based compensation
|
—
|
|
|
945
|
|
|
—
|
|
|
—
|
|
|
945
|
|
||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
79,071
|
|
|
(1,490
|
)
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
||||
Stock repurchases
|
(56,700
|
)
|
|
(479
|
)
|
|
(5,083
|
)
|
|
—
|
|
|
(5,562
|
)
|
||||
Employee benefit plan
|
|
|
|
|
|
|
|
|
|
|||||||||
contributions
|
36,264
|
|
|
3,554
|
|
|
—
|
|
|
—
|
|
|
3,554
|
|
||||
Balance, July 31, 2017
|
16,291,410
|
|
|
$
|
171,365
|
|
|
$
|
241,229
|
|
|
$
|
(40,173
|
)
|
|
$
|
372,421
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
19,755
|
|
|
—
|
|
|
19,755
|
|
||||
Other comprehensive income,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
244
|
|
||||
Stock-based compensation
|
—
|
|
|
664
|
|
|
—
|
|
|
—
|
|
|
664
|
|
||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
7,214
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Stock repurchases
|
(194,541
|
)
|
|
(1,637
|
)
|
|
(16,301
|
)
|
|
—
|
|
|
(17,938
|
)
|
||||
Balance, October 31, 2017
|
16,104,083
|
|
|
$
|
170,390
|
|
|
$
|
244,683
|
|
|
$
|
(39,929
|
)
|
|
$
|
375,144
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
1,996
|
|
|
—
|
|
|
1,996
|
|
||||
Other comprehensive income,
|
|
|
|
|
|
|
|
|
|
|||||||||
net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
262
|
|
|
262
|
|
||||
Stock-based compensation
|
—
|
|
|
897
|
|
|
—
|
|
|
—
|
|
|
897
|
|
||||
Exercise of stock-based
|
|
|
|
|
|
|
|
|
|
|||||||||
compensation awards, net of amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
withheld for taxes
|
50
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Stock issuance related to acquisition
|
1,457,568
|
|
|
189,849
|
|
|
—
|
|
|
—
|
|
|
189,849
|
|
||||
Stock repurchases
|
(58,371
|
)
|
|
(548
|
)
|
|
(4,952
|
)
|
|
—
|
|
|
(5,500
|
)
|
||||
Balance, January 31, 2018
|
17,503,330
|
|
|
$
|
360,586
|
|
|
$
|
241,727
|
|
|
$
|
(39,667
|
)
|
|
$
|
562,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, May 1, 2018
|
17,503,922
|
|
|
$
|
361,158
|
|
|
$
|
269,576
|
|
|
$
|
(49,069
|
)
|
|
$
|
581,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
24,767
|
|
|
—
|
|
|
24,767
|
|
|
Nine Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
61,664
|
|
|
$
|
44,032
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
70,284
|
|
|
21,662
|
|
||
Net loss on disposal of property, plant and equipment
|
661
|
|
|
266
|
|
||
Amortization of debt issuance costs
|
2,054
|
|
|
—
|
|
||
Unrealized gain on foreign exchange forward contracts
|
(291
|
)
|
|
—
|
|
||
Gain on insurance recoveries
|
(580
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
2,290
|
|
|
2,506
|
|
||
Deferred income taxes
|
(5,757
|
)
|
|
13,839
|
|
||
Pension contributions in excess of expense
|
(7,727
|
)
|
|
(20,526
|
)
|
||
Net gain on debt forgiveness and modification
|
(5,171
|
)
|
|
—
|
|
||
Contributions of employer stock to employee benefit plan
|
3,623
|
|
|
3,554
|
|
||
Other non-cash items
|
(222
|
)
|
|
(546
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Customer receivables
|
19,201
|
|
|
(3,577
|
)
|
||
Income taxes receivable
|
27,265
|
|
|
(8,652
|
)
|
||
Inventories
|
(11,731
|
)
|
|
235
|
|
||
Prepaid expenses and other assets
|
(5,726
|
)
|
|
(6,639
|
)
|
||
Accounts payable
|
(8,323
|
)
|
|
(1,373
|
)
|
||
Accrued compensation and related expenses
|
724
|
|
|
(4,495
|
)
|
||
Marketing and other accrued expenses
|
(4,288
|
)
|
|
8,595
|
|
||
Net cash provided by operating activities
|
137,950
|
|
|
48,881
|
|
||
|
|
|
|
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Payments to acquire property, plant and equipment
|
(26,294
|
)
|
|
(31,198
|
)
|
||
Proceeds from sales of property, plant and equipment
|
59
|
|
|
14
|
|
||
Proceeds from insurance recoveries
|
580
|
|
|
—
|
|
||
Acquisition of business, net of cash acquired
|
(7,182
|
)
|
|
(57,200
|
)
|
||
Purchases of certificates of deposit
|
—
|
|
|
(25,000
|
)
|
||
Maturities of certificates of deposit
|
7,000
|
|
|
86,750
|
|
||
Investment in promotional displays
|
(5,462
|
)
|
|
(1,721
|
)
|
||
Net cash used by investing activities
|
(31,299
|
)
|
|
(28,355
|
)
|
||
|
|
|
|
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Payments of long-term debt
|
(100,631
|
)
|
|
(21,397
|
)
|
||
Proceeds from long-term debt
|
—
|
|
|
734
|
|
||
Proceeds from issuance of common stock
|
500
|
|
|
1,286
|
|
||
Repurchase of common stock
|
(40,950
|
)
|
|
(29,000
|
)
|
||
Withholding of employee taxes related to stock-based compensation
|
(1,739
|
)
|
|
(2,779
|
)
|
||
Debt issuance cost
|
(232
|
)
|
|
(6,724
|
)
|
||
Net cash used by financing activities
|
(143,052
|
)
|
|
(57,880
|
)
|
||
|
|
|
|
|
|
||
Net decrease in cash and cash equivalents
|
(36,401
|
)
|
|
(37,354
|
)
|
||
|
|
|
|
|
|
Goodwill
|
|
$
|
767,612
|
|
Customer relationship intangibles
|
|
|
274,000
|
|
Property, plant and equipment
|
|
|
86,275
|
|
Inventories
|
|
|
66,293
|
|
Customer receivables
|
|
|
54,649
|
|
Income taxes receivable
|
|
|
18,926
|
|
Trademarks
|
|
|
10,000
|
|
Prepaid expenses and other
|
|
|
4,571
|
|
Leasehold interests
|
|
|
151
|
|
Total identifiable assets and goodwill acquired
|
|
|
1,282,477
|
|
|
|
|
|
|
Debt
|
|
|
602,313
|
|
Deferred income taxes
|
|
|
67,542
|
|
Accrued expenses
|
|
|
30,240
|
|
Accounts payable
|
|
|
25,113
|
|
Notes payable
|
|
|
2,988
|
|
Income taxes payable
|
|
|
49
|
|
Total liabilities assumed
|
|
|
728,245
|
|
|
|
|
|
|
Total accounting consideration
|
|
$
|
554,232
|
|
|
|
Three months ended
|
Nine months ended
|
||||
|
|
January 31,
|
January 31,
|
||||
(in thousands)
|
|
2018
|
2018
|
||||
Net Sales
|
|
$
|
382,618
|
|
$
|
1,207,775
|
|
Net Income (loss) (1)
|
|
$
|
(1,507
|
)
|
$
|
45,812
|
|
Net earnings per share - basic
|
|
$
|
(0.09
|
)
|
$
|
2.60
|
|
Net earnings per share - diluted
|
|
$
|
(0.08
|
)
|
$
|
2.58
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||
(in thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator used in basic and diluted net earnings
|
|
|
|
|
|
|
|
|
||||||||
per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
18,409
|
|
|
$
|
1,996
|
|
|
$
|
61,664
|
|
|
$
|
44,032
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net earnings per common
|
|
|
|
|
|
|
|
|
||||||||
share - weighted-average shares
|
|
17,186
|
|
|
16,578
|
|
|
17,425
|
|
|
16,350
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
|
30
|
|
|
113
|
|
|
42
|
|
|
112
|
|
||||
Denominator for diluted net earnings per common
|
|
|
|
|
|
|
|
|
||||||||
share - weighted-average shares and assumed
|
|
|
|
|
|
|
|
|
||||||||
conversions
|
|
17,216
|
|
|
16,691
|
|
|
17,467
|
|
|
16,462
|
|
||||
Net earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.07
|
|
|
$
|
0.12
|
|
|
$
|
3.54
|
|
|
$
|
2.69
|
|
Diluted
|
|
$
|
1.07
|
|
|
$
|
0.12
|
|
|
$
|
3.53
|
|
|
$
|
2.67
|
|
|
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of sales and distribution
|
|
$
|
158
|
|
|
$
|
256
|
|
|
$
|
502
|
|
|
$
|
777
|
|
Selling and marketing expenses
|
|
64
|
|
|
183
|
|
|
449
|
|
|
385
|
|
||||
General and administrative expenses
|
|
446
|
|
|
458
|
|
|
1,339
|
|
|
1,344
|
|
||||
Stock-based compensation expense
|
|
$
|
668
|
|
|
$
|
897
|
|
|
$
|
2,290
|
|
|
$
|
2,506
|
|
|
|
January 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Gross customer receivables
|
|
$
|
122,600
|
|
|
$
|
142,622
|
|
Less:
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
(284
|
)
|
|
(259
|
)
|
||
Allowance for returns and discounts
|
|
(5,118
|
)
|
|
(6,008
|
)
|
||
|
|
|
|
|
|
|
||
Net customer receivables
|
|
$
|
117,198
|
|
|
$
|
136,355
|
|
|
|
January 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Raw materials
|
|
$
|
50,216
|
|
|
$
|
41,728
|
|
Work-in-process
|
|
46,176
|
|
|
44,905
|
|
||
Finished goods
|
|
35,069
|
|
|
34,111
|
|
||
|
|
|
|
|
|
|
||
Total FIFO inventories
|
|
131,461
|
|
|
120,744
|
|
||
|
|
|
|
|
|
|
||
Reserve to adjust inventories to LIFO value
|
|
(15,345
|
)
|
|
(15,943
|
)
|
||
|
|
|
|
|
|
|
||
Total inventories
|
|
$
|
116,116
|
|
|
$
|
104,801
|
|
|
|
January 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
4,751
|
|
|
$
|
4,751
|
|
Buildings and improvements
|
|
113,892
|
|
|
112,757
|
|
||
Buildings and improvements - capital leases
|
|
11,202
|
|
|
11,202
|
|
||
Machinery and equipment
|
|
287,065
|
|
|
274,723
|
|
||
Machinery and equipment - capital leases
|
|
30,391
|
|
|
30,270
|
|
||
Construction in progress
|
|
12,599
|
|
|
10,931
|
|
||
|
|
459,900
|
|
|
444,634
|
|
||
Less accumulated amortization and depreciation
|
|
(247,923
|
)
|
|
(226,532
|
)
|
||
|
|
|
|
|
|
|
||
Total
|
|
$
|
211,977
|
|
|
$
|
218,102
|
|
(in thousands)
|
|
Weighted Average Amortization Period
|
|
Amortization Method
|
|
Cost
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Customer relationships
|
|
6 years
|
|
Straight-line
|
|
$
|
274,000
|
|
|
$
|
49,472
|
|
|
$
|
224,528
|
|
Trademarks
|
|
3 years
|
|
Straight-line
|
|
10,000
|
|
|
3,611
|
|
|
6,389
|
|
|||
Intangible assets, net
|
|
|
|
|
|
|
|
$
|
53,083
|
|
|
$
|
230,917
|
|
|
|
Nine Months Ended
|
||||||
|
|
January 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Beginning balance at May 1
|
|
$
|
4,045
|
|
|
$
|
3,262
|
|
Acquisition
|
|
—
|
|
|
119
|
|
||
Accrual
|
|
18,406
|
|
|
14,943
|
|
||
Settlements
|
|
(18,315
|
)
|
|
(14,760
|
)
|
||
|
|
|
|
|
|
|
||
Ending balance at January 31
|
|
$
|
4,136
|
|
|
$
|
3,564
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest cost
|
|
$
|
1,567
|
|
|
$
|
1,431
|
|
|
$
|
4,702
|
|
|
$
|
4,295
|
|
Expected return on plan assets
|
|
(2,127
|
)
|
|
(2,234
|
)
|
|
(6,382
|
)
|
|
(6,702
|
)
|
||||
Recognized net actuarial loss
|
|
412
|
|
|
401
|
|
|
1,236
|
|
|
1,201
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic pension benefit
|
|
$
|
(148
|
)
|
|
$
|
(402
|
)
|
|
$
|
(444
|
)
|
|
$
|
(1,206
|
)
|
|
|
Fair Value Measurements
|
||||||||||
|
|
As of January 31, 2019
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
|
$
|
2,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
922
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange forward contracts
|
|
—
|
|
|
291
|
|
|
—
|
|
|||
Total assets at fair value
|
|
$
|
3,422
|
|
|
$
|
291
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
|
|
As of April 30, 2018
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
1,057
|
|
|
—
|
|
|
—
|
|
|||
Total assets at fair value
|
|
$
|
10,557
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Home center retailers
|
|
$
|
186,001
|
|
|
$
|
115,332
|
|
|
$
|
587,592
|
|
|
$
|
285,357
|
|
Builders
|
|
147,343
|
|
|
131,034
|
|
|
482,023
|
|
|
414,778
|
|
||||
Independent dealers and distributors
|
|
50,736
|
|
|
46,425
|
|
|
168,305
|
|
|
144,252
|
|
||||
Net Sales
|
|
$
|
384,080
|
|
|
$
|
292,791
|
|
|
$
|
1,237,920
|
|
|
$
|
844,387
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
January 31,
|
|
January 31,
|
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Customer A
|
29.3
|
|
24.9
|
|
29.0
|
|
20.1
|
Customer B
|
19.2
|
|
14.6
|
|
18.4
|
|
13.7
|
Restructuring reserve balance as of May 1, 2018
|
$
|
—
|
Expense
|
|
2,061
|
Payments
|
|
(1,363)
|
Restructuring reserve balance as of January 31, 2019
|
$
|
698
|
•
|
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, including the imposition of tariffs or duties on those products;
|
•
|
unexpected costs resulting from a failure to maintain acceptable quality standards;
|
•
|
changes in tax laws or the interpretations of existing tax laws;
|
•
|
the 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.
|
•
|
The median price per existing home sold rose during the fourth calendar quarter of 2018 compared to the same period one year ago by 3.6% according to data provided by the National Association of Realtors, and existing home sales decreased 7.4% during the fourth calendar quarter of 2018 compared to the same period in the prior year;
|
•
|
The unemployment rate improved to 4.0% as of January 2019 compared to 4.1% as of January 2018 according to data provided by the U.S. Department of Labor;
|
•
|
Mortgage interest rates increased with a thirty-year fixed mortgage rate of approximately 4.46% in January 2019, an increase of approximately 43 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 95.7 in January 2018 to 91.2 in January 2019.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Percent Change
|
|
2019
|
|
2018
|
|
Percent Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
384,080
|
|
|
$
|
292,791
|
|
|
31
|
%
|
|
$
|
1,237,920
|
|
|
$
|
844,387
|
|
|
47
|
%
|
Gross profit
|
|
76,853
|
|
|
50,379
|
|
|
53
|
|
|
259,351
|
|
|
166,208
|
|
|
56
|
|
||||
Selling and marketing expenses
|
|
22,215
|
|
|
19,167
|
|
|
16
|
|
|
68,139
|
|
|
55,397
|
|
|
23
|
|
||||
General and administrative expenses
|
|
27,462
|
|
|
23,492
|
|
|
17
|
|
|
86,010
|
|
|
41,442
|
|
|
108
|
|
Reconciliation of Net Sales and Percentage of Net Sales Excluding RSI
|
||||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Percent Change
|
|
2019
|
|
2018
|
|
Percent Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales excluding RSI
|
|
$
|
256,940
|
|
|
$
|
254,220
|
|
|
1
|
%
|
|
$
|
853,652
|
|
|
$
|
805,816
|
|
|
6
|
%
|
RSI sales (1)
|
|
127,140
|
|
|
38,571
|
|
|
230
|
%
|
|
384,268
|
|
|
38,571
|
|
|
896
|
%
|
||||
Net Sales
|
|
$
|
384,080
|
|
|
$
|
292,791
|
|
|
31
|
%
|
|
1,237,920
|
|
|
844,387
|
|
|
47
|
%
|
Reconciliation of Net Income to Adjusted Net Income
|
||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 31,
|
|
January 31,
|
||||||||||||
(in thousands, except share data)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (GAAP)
|
|
$
|
18,409
|
|
|
$
|
1,996
|
|
|
$
|
61,664
|
|
|
$
|
44,032
|
|
Add back:
|
|
|
|
|
|
|
|
|
||||||||
Acquisition related expenses
|
|
593
|
|
|
10,163
|
|
|
4,002
|
|
|
10,163
|
|
||||
Inventory step-up amortization
|
|
—
|
|
|
6,334
|
|
|
—
|
|
|
6,334
|
|
||||
Amortization of customer relationship intangibles
|
|
|
|
|
|
|
|
|
||||||||
and trademarks
|
|
12,250
|
|
|
4,083
|
|
|
36,750
|
|
|
—
|
|
||||
Net gain on debt forgiveness and modification
|
|
(5,171
|
)
|
|
—
|
|
|
(5,171
|
)
|
|
|
|||||
Tax benefit of add backs
|
|
(1,972
|
)
|
|
(5,836
|
)
|
|
(9,061
|
)
|
|
(4,438
|
)
|
||||
Adjusted net income (Non-GAAP)
|
|
$
|
24,109
|
|
|
$
|
16,740
|
|
|
$
|
88,184
|
|
|
$
|
56,091
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average diluted shares
|
|
17,216,327
|
|
|
16,690,760
|
|
|
17,466,936
|
|
|
16,461,509
|
|
||||
Adjusted EPS per diluted share (Non-GAAP)
|
|
$
|
1.40
|
|
|
$
|
1.00
|
|
|
$
|
5.05
|
|
|
$
|
3.41
|
|
|
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, 2018
|
147,932
|
|
$
|
64.53
|
|
147,932
|
|
$
|
27,222
|
|
December 1 - 31, 2018
|
146,495
|
|
$
|
59.04
|
|
146,495
|
|
$
|
18,574
|
|
January 1 - 31, 2019
|
144,654
|
|
$
|
66.06
|
|
144,654
|
|
$
|
9,018
|
|
Quarter ended January 31, 2019
|
439,081
|
|
$
|
63.20
|
|
439,081
|
|
$
|
9,018
|
|
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).
|
|
|
|
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 November 27, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on November 28, 2018; Commission File No. 000-14798).
|
|
|
|
Amendment No. 2, dated as of January 25, 2019, to the Credit Agreement, dated as of December 29, 2017, among American Woodmark Corporation, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 29, 2019; Commission File No. 000-14798).
|
|
|
|
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
|
|
|
|
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
|
|
|
|
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).
|
|
|
|
101
|
Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2019 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).
|
|
/s/ M. Scott Culbreth
|
|
M. Scott Culbreth
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Date: February 27, 2019
|
|
Signing on behalf of the registrant and
|
|
as principal financial and accounting officer
|
|
|
1 Year American Woodmark Chart |
1 Month American Woodmark Chart |
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