10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2020

or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 000-14798

American Woodmark Corporation

(Exact name of registrant as specified in its charter)

Virginia			54-1138147
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
561 Shady Elm Road,	Winchester,	Virginia	22602
(Address of principal executive offices)			(Zip Code)

(540) 665-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AMWD	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,”  “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of August 25, 2020, 16,993,260 shares of the Registrant’s Common Stock were outstanding.

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX

PART I.	FINANCIAL INFORMATION	PAGE NUMBER
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of July 31, 2020 and April 30, 2020	3
	Condensed Consolidated Statements of Income--Three months ended July 31, 2020 and 2019	4
	Condensed Consolidated Statements of Comprehensive Income--Three months ended July 31, 2020 and 2019	5
	Condensed Consolidated Statements of Shareholders' Equity--Three months ended July 31, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows--Three months ended July 31, 2020 and 2019	7
	Notes to Condensed Consolidated Financial Statements--July 31, 2020	9-19
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19-26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 6.	Exhibits	27
SIGNATURES		28

2

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) 

(Unaudited) 

	July 31, 2020		April 30, 2020
ASSETS
Current assets
Cash and cash equivalents	$	128,055	$	97,059
Customer receivables, net	123,301		106,344
Inventories	126,700		111,836
Prepaid expenses and other	9,913		9,933
Total current assets	387,969		325,172
Property, plant and equipment, net	199,088		203,824
Operating lease right-of-use assets	126,409		127,668
Customer relationship intangibles, net	156,028		167,444
Trademarks, net	1,389		2,222
Goodwill	767,612		767,612
Promotional displays, net	14,205		13,966
Deferred income taxes	1,015		915
Other assets	13,722		13,983
TOTAL ASSETS	$	1,667,437	$	1,622,806
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	62,824	$	56,342
Current maturities of long-term debt	2,087		2,216
Short-term lease liability - operating	19,566		18,896
Accrued compensation and related expenses	48,693		49,064
Accrued marketing expenses	15,717		12,361
Other accrued expenses	29,178		16,727
Total current liabilities	178,065		155,606
Long-term debt, less current maturities	595,248		594,921
Deferred income taxes	50,151		52,935
Long-term lease liability - operating	111,090		112,454
Other long-term liabilities	11,363		6,352
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 July 31, 2020: 16,988,340; at April 30, 2020: 16,926,537	363,600		359,430
Retained earnings	408,766		392,281
Accumulated other comprehensive loss - Defined benefit pension plans	(50,846)		(51,173)
Total shareholders' equity	721,520		700,538
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	1,667,437	$	1,622,806
See notes to unaudited condensed consolidated financial statements.

3

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share data)

(Unaudited)

	Three Months Ended
	July 31,
	2020		2019
Net sales	$	390,087	$	427,365
Cost of sales and distribution	309,949		332,846
Gross Profit	80,138		94,519
Selling and marketing expenses	19,898		20,687
General and administrative expenses	29,983		29,432
Restructuring charges, net	3,460		(19)
Operating Income	26,797		44,419
Interest expense, net	6,030		8,088
Other income, net	(1,688)		(7)
Income Before Income Taxes	22,455		36,338
Income tax expense	5,970		9,457
Net Income	$	16,485	$	26,881
Weighted Average Shares Outstanding
Basic	16,936,832		16,864,870
Diluted	17,013,444		16,907,463
Net earnings per share
Basic	$	0.97	$	1.59
Diluted	$	0.97	$	1.59
See notes to unaudited condensed consolidated financial statements.

4

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	Three Months Ended
	July 31,
	2020		2019
Net income	$	16,485	$	26,881
Other comprehensive income, net of tax:
Change in pension benefits, net of deferred taxes of $113 and $107 for the three months ended July 31, 2020 and 2019, respectively	327		315
Total Comprehensive Income	$	16,812	$	27,196
See notes to unaudited condensed consolidated financial statements.

5

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)

(Unaudited)

						ACCUMULATED
						OTHER		TOTAL
	COMMON STOCK			RETAINED		COMPREHENSIVE		SHAREHOLDERS'
(in thousands, except share data)	SHARES	AMOUNT		EARNINGS		LOSS		EQUITY
Balance, April 30, 2019	16,849,026	$	352,424	$	317,420	$	(49,491)	$	620,353
Net income	—	—		26,881		—		26,881
Other comprehensive income,
net of tax	—	—		—		315		315
Stock-based compensation	—	897		—		—		897
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	20,923	(1,050)		—		—		(1,050)
Employee benefit plan
contributions	45,721	3,772		—		—		3,772
Balance, July 31, 2019	16,915,670	$	356,043	$	344,301	$	(49,176)	$	651,168
Balance, April 30, 2020	16,926,537	$	359,430	$	392,281	$	(51,173)	$	700,538
Net income	—	—		16,485		—		16,485
Other comprehensive income,
net of tax	—	—		—		327		327
Stock-based compensation	—	961		—		—		961
Exercise of stock-based
compensation awards, net of amounts
withheld for taxes	16,212	(534)		—		—		(534)
Employee benefit plan
contributions	45,591	3,743		—		—		3,743
Balance, July 31, 2020	16,988,340	$	363,600	$	408,766	$	(50,846)	$	721,520
See notes to unaudited condensed consolidated financial statements.

6

AMERICAN WOODMARK CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended
	July 31,
	2020		2019
OPERATING ACTIVITIES
Net income	$	16,485	$	26,881
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,352		24,113
Net loss on disposal of property, plant and equipment	46		66
Reduction in the carrying amount of operating lease right-of-use assets	6,706		5,344
Amortization of debt issuance costs	630		662
Unrealized gain on foreign exchange forward contracts	1,255		56
Stock-based compensation expense	961		897
Deferred income taxes	(2,855)		(1,726)
Pension contributions in excess of expense	(502)		(461)
Contributions of employer stock to employee benefit plan	3,743		3,772
Other non-cash items	750		451
Changes in operating assets and liabilities:
Customer receivables	(17,524)		5,426
Inventories	(15,539)		(7,137)
Prepaid expenses and other assets	(465)		(1,094)
Accounts payable	5,979		4,876
Accrued compensation and related expenses	(371)		(10,613)
Income taxes payable	7,855		10,575
Operating lease liabilities	(6,142)		(5,109)
Marketing and other accrued expenses	12,636		5,633
Net cash provided by operating activities	40,000		62,612
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(5,183)		(4,360)
Proceeds from sales of property, plant and equipment	6		13
Maturities of certificates of deposit	—		1,000
Investment in promotional displays	(2,659)		(2,233)
Net cash used by investing activities	(7,836)		(5,580)
FINANCING ACTIVITIES
Payments of long-term debt	(634)		(42,589)
Withholding of employee taxes related to stock-based compensation	(534)		(1,050)
Net cash used by financing activities	(1,168)		(43,639)
Net increase in cash and cash equivalents	30,996		13,393

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	Three Months Ended
	July 31,
	2020		2019
Cash and cash equivalents, beginning of period	97,059		57,656
Cash and cash equivalents, end of period	$	128,055	$	71,049
Supplemental cash flow information:
Non-cash investing and financing activities:
Property, plant and equipment included in accounts payable at period end	$	502	$	1,014
Cash paid during the period for:
Interest	$	1,195	$	3,554
Income taxes	$	974	$	607
See notes to unaudited condensed consolidated financial statements.

8

AMERICAN WOODMARK CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A--Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2021.  The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”).  

COVID-19: The COVID-19 pandemic impacted our business operations and financial results beginning in the fourth quarter of fiscal 2020 and continues to impact us in fiscal 2021. Although the financial impact on our overall fiscal 2020 results was limited due to the timing of the outbreak, we saw more material impacts on our results for the first quarter of fiscal 2021. We continue to face numerous uncertainties in estimating the direct and indirect effects of COVID-19 on our present and future business operations, financial condition, results of operations, and liquidity. Due to several rapidly changing variables related to the COVID-19 pandemic, we cannot reasonably estimate future economic trends and the timing of when stability will return.

Goodwill and Intangible Assets: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down to fair value. There were no impairment charges related to goodwill for the three-month periods ended July 31, 2020 and 2019.

Intangible assets consist of customer relationship intangibles and trademarks. The Company amortizes the cost of intangible assets over their estimated useful lives, which range from 3 to 6 years, unless such lives are deemed indefinite. There were no impairment charges related to intangible assets for the three-month periods ended July 31, 2020 and 2019.

Foreign Exchange Forward Contracts: In the normal course of business, the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at their fair values. The Company does not designate the forward contracts as accounting hedges. The changes in the fair value of the forward contracts are recorded in other income, net in the condensed consolidated statements of income.

At July 31, 2020, the Company held forward contracts maturing from August 2020 to April 2021 to purchase 226.0 million Mexican pesos at exchange rates ranging from 22.48 to 23.42 Mexican pesos to one U.S. dollar. An asset of $0.2 million is recorded in prepaid expenses and other on the condensed consolidated balance sheets.

Note B--New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022 and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company has identified loans

9

and other financial instruments that are directly or indirectly influenced by LIBOR and does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which simplifies the accounting for income taxes by removing certain exceptions for recognizing investments, performing intraperiod tax allocations and calculating income taxes in interim periods. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company beginning May 1, 2021. Early adoption is permitted. The Company is currently reviewing the provisions of this new pronouncement and the impact, if any, the adoption of this guidance may have on financial position and results of operations.

In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which modifies the methodology for recognizing loss impairments on certain types of financial instruments, including receivables. The new methodology requires an entity to estimate the credit losses expected over the life of an exposure. ASU 2016-13 is effective for the Company beginning May 1, 2020. The adoption did not have a material impact on our consolidated financial statements.

Note C--Net Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share:

	Three Months Ended
	July 31,
(in thousands, except per share amounts)	2020		2019
Numerator used in basic and diluted net earnings
per common share:
Net income	$	16,485	$	26,881
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,937		16,865
Effect of dilutive securities:
Stock options and restricted stock units	77		43
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	17,013		16,907
Net earnings per share
Basic	$	0.97	$	1.59
Diluted	$	0.97	$	1.59

There were no potentially dilutive securities for the three-month periods ended July 31, 2020 and 2019, which were excluded from the calculation of net earnings per diluted share.

Note D--Stock-Based Compensation

The Company has various stock-based compensation plans. During the three-months ended July 31, 2020, the Board of Directors of the Company approved grants of service-based restricted stock units ("RSUs") and performance-based RSUs to key employees. The performance-based RSUs totaled 124,374 units and the service-based RSUs totaled 67,006 units. The performance-based RSUs entitle the recipients to receive one share of the Company’s common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest.  The service-based RSUs entitle the recipients to receive one share of the Company’s common stock per unit granted if they remain continuously employed with the Company until the units vest.  All of the Company’s RSUs granted to employees cliff-vest three years from the grant date.

For the three-month periods ended July 31, 2020 and 2019, stock-based compensation expense was allocated as follows: 

10

	Three Months Ended    July 31,
(in thousands)	2020		2019
Cost of sales and distribution	$	299	$	215
Selling and marketing expenses	(21)		208
General and administrative expenses	683		474
Stock-based compensation expense	$	961	$	897

During the three months ended July 31, 2020, the Company also approved grants of 11,456 cash-settled performance-based restricted stock tracking units ("RSTUs") and 6,229 cash-settled service-based RSTUs for more junior level employees.  Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest.  The service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if they remain continuously employed with the Company until the units vest.  All of the RSTUs cliff-vest three years from the grant date.  Since the RSTUs will be settled in cash, the grant date fair value of these awards is recorded as a liability until the date of payment.  The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value.  The Company recognized expense of $0.3 million and $0.0 million for the three-month periods ended July 31, 2020 and 2019, respectively. A liability for payment of the RSTUs is included in the condensed consolidated balance sheets in the amount of $0.4 million and $0.4 million as of July 31, 2020 and April 30, 2020, respectively.

Note E--Customer Receivables

The components of customer receivables were: 

	July 31,		April 30,
(in thousands)	2020		2020
Gross customer receivables	$	129,989	$	112,528
Less:
Allowance for doubtful accounts	(408)		(472)
Allowance for returns and discounts	(6,280)		(5,712)
Net customer receivables	$	123,301	$	106,344

Note F--Inventories

The components of inventories were: 

	July 31,		April 30,
(in thousands)	2020		2020
Raw materials	$	50,869	$	51,460
Work-in-process	49,129		42,381
Finished goods	41,279		32,572
Total FIFO inventories	141,277		126,413
Reserve to adjust inventories to LIFO value	(14,577)		(14,577)
Total inventories	$	126,700	$	111,836

11

Of the total inventory of $126.7 million at July 31, 2020, $78.7 million is carried under the FIFO method of accounting and $48.0 million is carried under the LIFO method. Of the total inventory of $111.8 million at April 30, 2020, $66.0 million is carried under the FIFO method and $45.8 million is carried under the LIFO method.

Note G--Property, Plant and Equipment

The components of property, plant and equipment were:

	July 31,		April 30,
(in thousands)	2020		2020
Land	$	4,431	$	4,431
Buildings and improvements	120,995		120,819
Buildings and improvements - finance leases	11,636		11,636
Machinery and equipment	313,661		312,806
Machinery and equipment - finance leases	30,972		30,911
Construction in progress	9,158		8,164
	490,853		488,767
Less accumulated amortization and depreciation	(291,765)		(284,943)
Total	$	199,088	$	203,824

Amortization and depreciation expense on property, plant and equipment amounted to $11.6 million and $9.1 million for the three months ended July 31, 2020 and 2019, respectively. The three months ended July 31, 2020 includes accelerated depreciation expense of $1.1 million related to the closure of the Humboldt plant. Accumulated amortization on finance leases included in the above table amounted to $32.8 million and $32.3 million as of July 31, 2020 and April 30, 2020, respectively.

Note H--Intangibles

The components of customer relationship intangibles were:

	July 31,		April 30,
(in thousands)	2020		2020
Customer relationship intangibles	$	274,000	$	274,000
Less accumulated amortization	(117,972)		(106,556)
Total	$	156,028	$	167,444

The components of trademarks were:

	July 31,		April 30,
(in thousands)	2020		2020
Trademarks	$	10,000	$	10,000
Less accumulated amortization	(8,611)		(7,778)
Total	$	1,389	$	2,222

Customer relationship intangibles and trademarks are amortized over the estimated useful lives on a straight-line basis over six and three years, respectively. Amortization expense for each of the three month periods ended July 31, 2020 and 2019 was $12.3 million.

Note I--Product Warranty

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The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues.  The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period.  Adjustments are made when actual warranty claim experience differs from estimates.  Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets: 

	Three Months Ended
	July 31,
(in thousands)	2020		2019
Beginning balance at May 1	$	3,753	$	4,616
Accrual	4,303		6,453
Settlements	(4,138)		(6,219)
Ending balance at July 31	$	3,918	$	4,850

Note J--Pension Benefits

Prior to April 30, 2020, the Company had two defined benefit pension plans covering many of the Company's employees hired prior to April 30, 2012. Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s defined-benefit pension plan. Effective April 30, 2020, these plans were merged into one plan.

Net periodic pension benefit cost consisted of the following for the three-month periods ended July 31, 2020 and 2019: 

	Three Months Ended
	July 31,
(in thousands)	2020		2019
Interest cost	$	1,165	$	1,493
Expected return on plan assets	(2,107)		(2,081)
Recognized net actuarial loss	440		423
Net periodic pension benefit	$	(502)	$	(165)

The Company did not contribute to its pension plan in the first three months of fiscal 2021 and does not expect to contribute any funds during the remainder of fiscal 2021. The Company made contributions of $0.5 million to its pension plans in fiscal 2020. 

Note K--Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are invested in money market funds, mutual funds and certificates of deposit.  The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.

Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3- Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities measured on a recurring basis.

13

The Company's financial instruments include cash and equivalents, marketable securities and other investments; accounts receivable and accounts payable; and short- and long-term debt. The carrying values of cash and equivalents, accounts receivable and payable and short-term debt on the condensed consolidated balance sheets approximate their fair value due to the short maturities of these items. The forward contracts were marked to market and therefore represent fair value. The fair values of these contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The following table summarizes the fair value of assets and liabilities that are recorded in the Company’s consolidated financial statements as of July 31, 2020 and April 30, 2020 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of July 31, 2020
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	884	$	—	$	—
Foreign exchange forward contracts	—		153		—
Total assets at fair value	$	884	$	153	$	—
	As of April 30, 2020
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	773	$	—	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	(1,102)	$	—

There were no transfers between Level 1, Level 2 or Level 3 for assets measured at fair value on a recurring basis.

Note L--Loans Payable and Long-Term Debt

On December 29, 2017, the Company entered into a credit agreement (as subsequently amended, the "Credit Agreement") with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, providing for a $100 million, 5-year revolving loan facility with a $25 million sub-facility for the issuance of letters of credit (the “Revolving Facility”), a $250 million, 5-year initial term loan facility (the "Initial Term Loan") and a $250 million delayed draw term loan facility (the "Delayed Draw Term Loan" and, together with the Revolving Facility and the Initial Term Loan, the "Credit Facilities"). The Company borrowed the entire $250 million available under each of the Initial Term Loan and the Delayed Draw Term Loan on December 29, 2017 and February 12, 2018, respectively, in connection with its acquisition of RSI Home Products, Inc. (“RSI”) and subsequent refinancing of RSI’s debt. The Company is required to make specified quarterly installments on both the Initial Term Loan and the Delayed Draw Loan. As of July 31, 2020 and April 30, 2020, $122 million was outstanding on each of the Initial Term Loan and the Delayed Draw Loan for a total of $244 million. The outstanding balance approximates fair value as the Initial Term Loan and Delayed Draw Term Loan have a floating interest rate. There were no amounts outstanding on the Revolving Facility as of July 31, 2020 or April 30, 2020. The Credit Facilities mature on December 29, 2022.

Amounts outstanding under the Credit Facilities bear interest based on a fluctuating rate measured by reference to either, at the Company’s option, a base rate plus an applicable margin or LIBOR plus an applicable margin, with the applicable margin being determined by reference to the Company’s then-current “Total Funded Debt to EBITDA Ratio.” The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company’s then-current “Total Funded Debt to EBITDA Ratio.” In addition, a letter of credit fee will accrue on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on LIBOR loans, payable quarterly in arrears. As of July 31, 2020, the applicable margin with respect to base rate loans and LIBOR loans was 0.50% and 1.50%, respectively, and the commitment fee was 0.175%. As of December 31, 2021, the Company will transition to the Secured Overnight Financial Rate ("SOFR") as required by the Credit Facilities. The Company expects the transition to SOFR to be materially similar to LIBOR.

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The Credit Agreement includes certain financial covenants, including a maximum “Total Funded Debt to EBITDA Ratio” of no more than 3.25 to 1.00 (with an increase to 3.75 to 1.00 for a certain period upon the consummation of a “Qualified Acquisition”). The Company is also required to maintain a “Fixed Charge Coverage Ratio” of no less than 1.25 to 1.00. 

The Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, dispose of its assets or engage in a merger or another similar transaction or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the Credit Agreement. The negative covenants also restrict the Company’s ability to make certain investments and to make certain restricted payments, including the payment of dividends and repurchase of common stock, in certain limited circumstances. The Company is, however, permitted to make unlimited investments so long as the "Total Funded Debt to EBITDA Ratio" is less than or equal to 3.00 to 1.00 after giving effect to any such investment and no default or event of default has occurred and is continuing or would result from any such investment. The Company is also permitted to make (i) unlimited restricted payments so long as the “Total Funded Debt to EBITDA Ratio” would be less than or equal to 2.75 to 1.00 after giving effect to any such payment and no default or event of default has occurred and is continuing or would result from any such payment and (ii) up to an aggregate of $50 million in restricted payments not otherwise permitted under the Credit Agreement so long as no default or event of default has occurred and is continuing or would result from any such payment.

As of July 31, 2020, the Company's Total Funded Debt to EBITDA Ratio was 2.69 and the Fixed Charge Coverage Ratio was 4.84. As of July 31, 2020, the Company was in compliance with the covenants included in the Credit Agreement.

The Company’s obligations under the Credit Agreement are guaranteed by the Company’s subsidiaries and the obligations of the Company and its subsidiaries are secured by a pledge of substantially all of their respective personal property.

On February 12, 2018, the Company issued $350 million in aggregate principal amount of 4.875% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes mature on March 15, 2026 and interest on the Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The Senior Notes are fully and unconditionally guaranteed by each of the Company’s current and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Credit Agreement. The indenture governing the Senior Notes restricts the ability of the Company and the Company’s “restricted subsidiaries” to, as applicable, (i) incur additional indebtedness or issue certain preferred shares, (ii) create liens, (iii) pay dividends, redeem or repurchase stock or make other distributions or restricted payments, (iv) make certain investments, (v) create restrictions on the ability of the “restricted subsidiaries” to pay dividends to the Company or make other intercompany transfers, (vi) transfer or sell assets, (vii) merge or consolidate with a third party and (viii) enter into certain transactions with affiliates of the Company, subject, in each case, to certain qualifications and exceptions as described in the indenture. As of July 31, 2020, the Company and its restricted subsidiaries were in compliance with all covenants under the indenture governing the Senior Notes.

At July 31, 2020, the book value of the Senior Notes was $350 million and the fair value was $357.5 million, based on Level 1 inputs.

Note M--Income Taxes

The effective income tax rate for the three-month periods ended July 31, 2020 and 2019 was 26.6% and 26.0%, respectively. The increase in the effective tax rate for the first quarter of fiscal 2021 as compared to the comparable period in the prior fiscal year was primarily due to a decrease in the benefit from stock-based compensation transactions. During the first quarters of fiscal 2021 and 2020, the Company recognized a tax detriment related to stock-based compensation transactions of $0.2 million and a tax benefit of $0.1 million, respectively.

Note N--Revenue Recognition

The Company disaggregates revenue from contracts with customers into major sales distribution channels as these categories depict the nature, amount, timing and uncertainty of revenues and cash flows that are affected by economic factors. The following table disaggregates our consolidated revenue by major sales distribution channels for the three-months ended July 31, 2020 and 2019:

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	Three months ended
	July 31,
(in thousands)	2020		2019
Home center retailers	$	173,995	$	198,751
Builders	164,348		172,589
Independent dealers and distributors	51,744		56,025
Net Sales	$	390,087	$	427,365

Note O--Concentration of Risks

Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with major financial institutions and such balances may, at times, exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to cash.

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets. 

The Company maintains an allowance for bad debt based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions and each customer’s current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

At July 31, 2020, the Company's two largest customers, Customers A and B, represented 29.0% and 25.1% of the Company's gross customer receivables, respectively. At July 31, 2019, Customers A and B represented 29.3% and 20.4% of the Company’s gross customer receivables, respectively.

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three- and three-months ended July 31, 2020 and 2019:

	Three months ended
	July 31,
	2020	2019
Customer A	27.7%	28.8%
Customer B	16.9%	17.7%

Note P--Leases

Operating Leases - ROU assets related to operating leases are presented as “Operating lease right-of-use assets” on the unaudited condensed consolidated balance sheet. Lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in “Short-term lease liability - operating” and “Long-term lease liability - operating” on the unaudited condensed consolidated balance sheets.

Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expensed as incurred and are not included in determining the present value.

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Finance Leases - ROU assets related to finance leases are presented in "Property, plant and equipment, net” on the unaudited condensed consolidated balance sheet. Lease liabilities related to finance leases are presented in “Current maturities of long-term debt” and “Long-term debt, less current maturities” on the unaudited condensed consolidated balance sheet.

Finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The components of lease costs were as follows:

	Three months ended
	July 31,
(in thousands)	2020		2019
Finance lease cost:
Reduction in the carrying value of right-of-use assets	$	98	$	612
Interest on lease liabilities	14		53
Operating lease cost	6,706		5,344

Additional information related to leases was as follows:

	Three months ended
	July 31,
(in thousands)	2020			2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	14		$	53
Operating cash flows for operating leases	6,142			5,109
Financing cash flows for financing leases	92			589
Right-of-use assets obtained in exchange for new finance lease liabilities	109			485
Right-of-use assets obtained in exchange for new operating lease liabilities	155			21,118
Weighted average remaining lease term (years)
Weighted average remaining lease term - finance leases	3.22			3.52
Weighted average remaining lease term - operating leases	7.33			6.71
Weighted average discount rate
Weighted average discount rate - finance leases	3.08		%	3.23		%
Weighted average discount rate - operating leases	3.54		%	4.25		%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on the unaudited condensed consolidated balance sheet as of July 31, 2020:

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(in thousands)	Operating leases		Financing leases
Year ending April 30,
2021	$	18,080	$	1,759
2022	20,889		1,508
2023	19,870		1,041
2024	17,977		864
2025	15,859		267
Thereafter	55,609		71
Total lease payments	148,284		5,510
Less imputed interest	(17,628)		(255)
Total lease liability	$	130,656	$	5,255
Current maturities	(19,566)		(2,087)
Lease liability - long-term	$	111,090	$	3,168
Lease assets	$	126,409	$	9,782

Note Q--Restructuring

In the fourth quarter of fiscal 2020 and first quarter of fiscal 2021, the Company implemented nationwide reductions in force, which were substantially completed in the fourth quarter of fiscal 2020 and first quarter of fiscal 2021, respectively. During the first quarter of fiscal 2021, the Company recognized pre-tax restructuring charges of $1.7 million related to these reductions in force, which were primarily severance and separation costs.

During June 2020, the Company's Board of Directors approved the closure and eventual disposal of its manufacturing plant located in Humboldt, Tennessee. The Company expects to incur total pre-tax restructuring costs of $3.0 million to $5.0 million related to the closing of the plant, net of building proceeds. The restructuring costs consist of employee severance and separation costs of approximately $0.5 million to $1.0 million, and charges for accelerated depreciation on property, equipment and inventory write-offs of approximately $2.5 million to $4.0 million. The Company expects to recognize substantially all of these costs during fiscal 2021. Operations ceased at the Humboldt plant in July 2020. During the first quarter of fiscal 2021, the Company recognized pre-tax restructuring charges of $1.8 million related to the closure of the plant. Included in the $1.8 million of restructuring charges were $0.4 million of severance and separation costs and $1.4 million for equipment, inventory and facilities-related expenses.

A reserve for restructuring charges is included in accrued compensation and related expenses in the condensed consolidated balance sheets as of July 31, 2020 which relates to employee termination costs accrued but not yet paid as follows:

	July 31,
(in thousands)	2020
Restructuring reserve balance at May 1	$	189
Expense	1,667
Payments and adjustments	(1,002)
Restructuring reserve balance at July 31	$	854

Note R--Other Information

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission.  On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss.  As required by FASB Accounting Standards Codification Topic 450, “Contingencies,” the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible, and those that are deemed to be remote.  Where losses are deemed to be probable and

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estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure.  In determining these loss range estimates, the Company considers known values of similar claims and consults with outside counsel.

The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims that were deemed to be either probable or reasonably possible was not material as of July 31, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes, both of which are included in Part I, Item 1 of this report.  The Company’s critical accounting policies are included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020.

 Forward-Looking Statements

This report contains statements concerning the Company’s expectations, plans, objectives, future financial performance, and other statements that are not historical facts.  These statements may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  In most cases, the reader can identify forward-looking statements by words such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “would,” “plan,” “may,” “intend,” “estimate,” “prospect,” “goal,” “will,” “predict,” “potential” or other similar words.  Forward-looking statements contained in this report, including elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements.  In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition.  Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:

•the impact of COVID-19 on our business, the global and U.S. economy and our customers and suppliers;

•the loss of or a reduction in business from one or more of our key customers;

•negative developments in the macro-economic factors that impact our performance such as the U.S. housing market, general economy, unemployment rates and consumer sentiment and the impact of such developments on our and our customers’ business, operations and access to financing;

•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 hourly and salary 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 or increases in 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;

•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 our acquisition of RSI 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.

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Additional information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained in this report, including elsewhere in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and also in the Company's most recent Annual Report on Form 10-K for the fiscal year ended April 30, 2020, filed with the SEC, including under Item 1A, "Risk Factors," Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 7A, "Quantitative and Qualitative Disclosures about Market Risk."  While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.

Any forward-looking statement that the Company makes speaks only as of the date of this report.  The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors as a result of new information, future events or otherwise, except as required by law.

Overview

American Woodmark Corporation manufactures and distributes kitchen, bath and home organization products for the remodeling and new home construction markets.  Its products are sold on a national basis directly to home centers and builders and through a network of independent dealers and distributors.  On July 31, 2020, the Company operated seventeen manufacturing facilities in the United States and Mexico and eight primary service centers located throughout the United States.

The three-month period ended July 31, 2020 was the Company’s first quarter of its fiscal year that ends on April 30, 2021 (“fiscal 2021”).  

COVID-19

The pandemic caused by COVID-19 was first reported in Wuhan, China in December 2019 and has since spread throughout the world. Financial markets have been volatile in 2020, primarily due to uncertainty with respect to the severity and duration of the pandemic.

As the spread of the virus began to be identified within the United States in March 2020, we acted by imposing travel restrictions, transitioning large meetings from in-person to virtual formats, assessing our information technology infrastructure to ensure readiness for a remote workforce, staying connected to customers, suppliers and business partners, planning for return to the workplace and making operational adjustments as needed to ensure continued safety of our workforce.

The pandemic has resulted in federal, state and local governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions or bans, business curtailments, school closures, and other protective measures.

All of our manufacturing facilities currently qualify as essential operations (or the equivalent) under applicable federal and state orders. Operations in our component plants in Mexico were temporarily suspended for a period of time in April 2020, however, all of our manufacturing facilities and service centers are currently open and operating. We are enforcing social distancing and enhanced health, safety and sanitization measures in accordance with guidelines from the Center for Disease Control. We have also implemented necessary procedures and support to enable a significant portion of our office personnel to work remotely.

The COVID-19 pandemic impacted our business operations and financial results beginning in the fourth quarter of fiscal 2020 and continues to impact us in fiscal 2021. Although the financial impact on our overall fiscal 2020 results was limited due to the timing of the outbreak, we saw more material impacts on our results for the first quarter of fiscal 2021 as discussed below. We continue to face numerous uncertainties in estimating the direct and indirect effects of COVID-19 on our present and future business operations, financial condition, results of operations, and liquidity. Due to several rapidly changing variables related to the COVID-19 pandemic, we cannot reasonably estimate future economic trends and the timing of when stability will return. Refer to Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020 for a disclosure of risk factors related to COVID-19.

Financial Overview

The Company’s remodeling-based business was impacted by the following trends during the first quarter of fiscal 2021:    

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•The median price per existing home sold rose during the second calendar quarter of 2020 compared to the same period one year ago by 4.2% according to data provided by the National Association of Realtors, and existing home sales decreased 18.4% during the second calendar quarter of 2020 compared to the same period in the prior year;

•The unemployment rate increased to 10.2% as of July 2020 compared to 3.7% as of July 2019 according to data provided by the U.S. Department of Labor; however, the unemployment rate decreased from 14.7% in April 2020;

•Mortgage interest rates decreased with a thirty-year fixed mortgage rate of approximately 2.99% in July 2020, a decrease of approximately 78 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 98.4 in July 2019 to 72.5 in July 2020.

The Company believes there is no single indicator that directly correlates with cabinet remodeling market activity. For this reason, the Company considers other factors in addition to those discussed above as indicators of overall market activity including credit availability, housing affordability and sales reported by the Kitchen Cabinet Manufacturers Association (“KCMA”), a trade organization that issues the aggregate sales that have been reported by its members including the largest cabinet manufacturers in the United States.  Based on the totality of factors listed above, the Company believes that the cabinet remodeling market decreased in the low-double digits during the first quarter of fiscal 2021. 

The Company’s remodeling sales, which consist of our independent dealer and distributor channel sales and home center retail sales, decreased 11.4% during the first quarter compared to the same prior-year period. Our independent dealer and distributor channel decreased by 7.6% during the first quarter when compared to the comparable prior-year period.  Our home center channel decreased by 12.5% during the first quarter. 

New construction sales decreased 4.8% in the first quarter of fiscal 2021, when compared to the same period of fiscal 2020. The Company believes that fluctuations in single-family housing starts are the best indicator of new construction cabinet activity.  Assuming a sixty to ninety day lag between housing starts and the installation of cabinetry, single-family housing starts decreased 9.4% during the first quarter of fiscal 2021 over the comparable prior year period.  The Company believes it over indexed the market on a unit basis within made-to-order framed builder direct, which was offset by price, mix and declines in our frameless business.

The Company’s total net sales decreased 8.7% during the first quarter of fiscal 2021 compared to the same prior-year period, which was driven primarily by declines in our frameless business and repair and remodel.

The Company earned net income of $16.5 million for the first quarter of fiscal 2021, compared with $26.9 million in the first quarter of its prior fiscal year. Net income for the first quarter of fiscal 2021 was negatively impacted by lower sales due to COVID-19, deleveraging of fixed costs across the Company and a decline in efficiency.

Results of Operations

	Three Months Ended
	July 31,
(in thousands)	2020		2019		Percent Change
Net sales	$	390,087	$	427,365	(8.7)	%
Gross profit	80,138		94,519		(15.2)
Selling and marketing expenses	19,898		20,687		(3.8)
General and administrative expenses	29,983		29,432		1.9

Net Sales. Net sales were $390.1 million for the first quarter of fiscal 2021, a decrease of 8.7% compared with the first quarter of fiscal 2020.  The Company experienced declines in all channels during the first quarter of fiscal 2021 as both the remodel and new construction markets were negatively impacted by COVID-19.

Gross Profit.  Gross profit margin for the first quarter of fiscal 2021 was 20.5%, compared with 22.1% for the same period of fiscal 2020.  Gross margin in the first quarter of the current fiscal year was negatively impacted by lower sales volumes due to COVID-19, deleveraging of fixed costs across the company and a decline in efficiency.

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Selling and Marketing Expenses.  Selling and marketing expenses were 5.1% of net sales in the first quarter of fiscal 2021, compared with 4.8% of net sales for same period in fiscal 2020. Selling and marketing expenses as a percentage of net sales increased during the first quarter of fiscal 2021 as a result of higher display and incentive costs and deleverage from lower sales.

General and Administrative Expenses.  General and administrative expenses were 7.7% of net sales in the first quarter of fiscal 2021, compared with 6.9% of net sales in the first quarter of fiscal 2020 The increase in general and administrative expenses as a percentage of net sales during the first quarter was driven by deleverage from lower sales, higher incentive costs and severance costs that were not part of the previously announced restructurings.

Effective Income Tax Rates.  The Company’s effective income tax rate for the three-month periods ended July 31, 2020 and 2019 was 26.6% and 26.0%, respectively. The increase in the effective tax rate for the first quarter as compared to the comparable period in the prior fiscal year was primarily due to a decrease in the benefit from stock-based compensation transactions

Non-GAAP Financial Measures. We have reported our financial results in accordance with generally accepted accounting principles (GAAP). In addition, we have discussed our financial results using the non-GAAP measures described below.

A reconciliation of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP is set forth below.

Management believes that these non-GAAP financial measures provide an additional means of analyzing the current period’s results against the corresponding prior period’s results. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.

Adjusted EPS per diluted share

We use Adjusted EPS per diluted share in evaluating the performance of our business and profitability. Management believes that this measure provides useful information to investors by offering additional ways of viewing the Company’s results by providing an indication of performance and profitability excluding the impact of unusual and/or non-cash items. We define Adjusted EPS per diluted share as diluted earnings per share excluding the per share impact of (1) expenses related to the RSI acquisition and subsequent restructuring charges, (2) non-recurring restructuring charges, (3) the amortization of customer relationship intangibles and trademarks, (4) net gain on debt forgiveness and modification and (5) the tax benefit of RSI acquisition expenses and subsequent restructuring charges, the net gain on debt forgiveness and modification and the amortization of customer relationship intangibles and trademarks. The amortization of intangible assets is driven by the RSI acquisition and will recur in future periods. Management has determined that excluding amortization of intangible assets from our definition of Adjusted EPS per diluted share will better help it evaluate the performance of our business and profitability and we have also received similar feedback from some of our investors regarding the same.

Adjusted EBITDA and Adjusted EBITDA margin

We use Adjusted EBITDA and Adjusted EBITDA margin in evaluating the performance of our business, and we use each in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net income adjusted to exclude (1) income tax expense, (2) interest expense, net, (3) depreciation and amortization expense, (4) amortization of customer relationship intangibles and trademarks, (5) expenses related to the RSI acquisition and subsequent restructuring charges, (6) non-recurring restructuring charges, (7) stock-based compensation expense, (8) gain/loss on asset disposals, (9) change in fair value of foreign exchange forward contracts and (10) net gain on debt forgiveness and modification. We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA in evaluating the performance of our business.

We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales.

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Reconciliation of Adjusted Non-GAAP Financial Measures to the GAAP Equivalents
	Three months ended
	July 31,
(in thousands)	2020			2019
Net income (GAAP)	$	16,485		$	26,881
Add back:
Income tax expense	5,970			9,457
Interest expense, net	6,030			8,088
Depreciation and amortization expense	12,959			11,863
Amortization of customer relationship intangibles and
trademarks	12,250			12,250
EBITDA (Non-GAAP)	53,694			68,539
Add back:
Acquisition and restructuring related expenses (1)	60			41
Non-recurring restructuring charges (2)	3,460			—
Change in fair value of foreign exchange forward contracts (3)	(1,255)			56
Stock-based compensation expense	961			897
Loss on asset disposal	46			66
Adjusted EBITDA (Non-GAAP)	$	56,966		$	69,599
Net Sales	$	390,087		$	427,365
Adjusted EBITDA margin (Non-GAAP)	14.6		%	16.3		%

(1) Acquisition and restructuring related expenses are comprised of expenses related to the acquisition of RSI Home Products, Inc., the subsequent restructuring charges that the Company incurred related to the acquisition.

(2) Nonrecurring restructuring charges are comprised of expenses incurred related to the permanent layoffs due to COVID-19 and the closure of the manufacturing plant in Humboldt, Tennessee. The three months ended July 31, 2020 includes accelerated depreciation expense of $1.1 million related to Humboldt.

(3) In the normal course of business the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The changes in the fair value of the forward contracts are recorded in other (income) expense in the operating results.

A reconciliation of Adjusted EBITDA and Adjusted EBITDA margin as projected for fiscal 2021 is not provided because we do not forecast net income as we cannot, without unreasonable effort, estimate or predict with certainty various components of net income.

Adjusted EBITDA. Adjusted EBITDA for the first quarter of fiscal 2021 was $57.0 million or 14.6% of net sales compared to $69.6 million or 16.3% of net sales for the same quarter of the prior fiscal year. The decrease in Adjusted EBITDA for the first quarter of fiscal 2021 is primarily due to a decrease in sales due to COVID-19, deleveraging of fixed costs across the Company and a decline in efficiency.

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Reconciliation of Net Income to Adjusted Net Income
	Three months ended
	July 31,
(in thousands, except share data)	2020		2019
Net income (GAAP)	$	16,485	$	26,881
Add back:
Acquisition and restructuring related expenses	60		41
Non-recurring restructuring charges	3,460		—
Amortization of customer relationship intangibles and trademarks	12,250		12,250
Tax benefit of add backs	(4,053)		(3,097)
Adjusted net income (Non-GAAP)	$	28,202	$	36,075
Weighted average diluted shares	17,013,444		16,907,463
Adjusted EPS per diluted share (Non-GAAP)	$	1.66	$	2.13

Outlook.  The impact on our fiscal 2021 financial results as a result of the COVID-19 pandemic are uncertain. The Company’s net sales were down 8.7% during the first quarter of fiscal 2021. The Company expects that sales will reflect low to mid-single digit growth in the second quarter of fiscal 2021 versus the same period of the prior year. This growth rate is very dependent upon overall industry and economic growth. Margins will be challenged with increases in labor costs and product launch costs. The Company expects adjusted EBITDA margins for the second quarter of fiscal 2021 to decrease compared to the same period of the prior year. The Company has taken actions to improve its cash position and as of July 31, 2020 had $128.1 million of cash on hand and access to $93.6 million of additional availability under its revolver. We will continue to monitor the situation closely and may implement further measures to provide additional financial flexibility as we work to protect our cash position and liquidity.

The Company continues to track several metrics, including but not limited to housing starts, existing home sales, mortgage interest rates, new jobs growth, GDP growth and consumer confidence, which it believes are leading indicators of overall demand for kitchen and bath cabinetry. The Company believes that housing starts will return to positive growth, driven by, low mortgage rates, growth in new household formation and expansion into rural areas, although the current high unemployment rates and the unknown impacts for COVID-19 are cause for concern.

Additional risks and uncertainties that could affect the Company’s results of operations and financial condition are discussed elsewhere in this report, including under “Forward-Looking Statements,” and elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020, including under Item 1A. “Risk Factors,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 7A. “Quantitative and Qualitative Disclosures about Market Risk.”

Liquidity and Capital Resources

The Company’s cash and cash equivalents totaled $128.1 million at July 31, 2020, representing a $31.0 million increase from its April 30, 2020 levels.  At July 31, 2020, total long-term debt (including current maturities) was $597.3 million, an increase of $0.2 million from its balance at April 30, 2020.  The Company’s ratio of long-term debt to total capital was 45.2% at July 31, 2020, compared with 45.9% at April 30, 2020.

The Company’s main source of liquidity is its cash and cash equivalents on hand and cash generated from its operating activities. The Company can also borrow up to $100 million under the Revolving Facility. Approximately $93.6 million was available under this facility as of July 31, 2020.

As of July 31, 2020, $122.0 million was outstanding on each of the Initial Term Loan and the Delayed Draw Term Loan for a total of $244.0 million. Amounts outstanding under the Credit Facilities bear interest based on a fluctuating rate measured by reference to either, at the Company’s option, a base rate plus an applicable margin ranging between 0.00% and 1.00% or LIBOR plus an applicable margin ranging between 1.00% and 2.00%, with the applicable margin being determined by

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reference to the Company’s then-current “Total Funded Debt to EBITDA Ratio.” The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company’s then-current “Total Funded Debt to EBITDA Ratio.” As of July 31, 2020, the applicable margin with respect to base rate loans and LIBOR loans was 0.50% and 1.50%, respectively, and the commitment fee was 0.175%.

The Company is required to repay the aggregate outstanding amounts under the Initial Term Loan and the Delayed Draw Term Loan in certain specified quarterly installments that began on April 30, 2018. The Credit Facilities mature on December 29, 2022.

As of July 31, 2020, the Company’s previously issued $350 million in aggregate principal amount of Senior Notes remained outstanding. Interest on the Senior Notes accrues at an annual rate of 4.875% and is payable semi-annually in arrears on March 15 and September 15 of each year. The Senior Notes mature on March 15, 2026.

The Credit Agreement and the indenture governing the Senior Notes restrict the ability of the Company and certain of the Company’s subsidiaries to, among other things, incur additional indebtedness, create additional liens, make certain investments, dispose of assets or engage in a merger or consolidation, engage in certain transactions with affiliates, and make certain restricted payments, including the payment of dividends or the repurchase or redemption of stock, subject, in each case, to the various exceptions and conditions described in the Credit Agreement and the indenture governing the Senior Notes.

See Note L--Loans Payable and Long-Term Debt for additional information about the Credit Facilities and Senior Notes and a discussion of our compliance with the covenants in the Credit Agreement and the indenture.

Cash provided by operating activities in the first three months of fiscal 2021 was $40.0 million, compared with $62.6 million in the comparable period of fiscal 2020.  The decrease in the Company’s cash from operating activities was driven primarily by a decrease in net income and cash outflows from customer receivables and inventories.

The Company’s investing activities primarily consist of investment in property, plant and equipment and promotional displays.  Net cash used for investing activities was $7.8 million in the first three months of fiscal 2021, compared with $5.6 million in the comparable period of fiscal 2020. The increase in cash used was due to a decrease in cash received from maturities of certificates of deposit.

During the first three months of fiscal 2021, net cash used by financing activities was $1.2 million, compared with $43.6 million in the comparable period of the prior fiscal year.  The decrease in cash used was primarily driven by the Company’s payments of long-term debt of $42.6 million in the prior year.

On August 22, 2019, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program of up to $50 million of the Company’s common shares. Repurchases may be made from time to time in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes, compliance with the covenants under the Credit Agreement and the indenture governing the Senior Notes, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management expects to fund any share repurchases using available cash and cash generated from operations. Repurchased shares will become authorized but unissued common shares. The Company did not repurchase any of its shares during the fiscal quarter ended July 31, 2020.

Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for the remainder of fiscal 2021.  

Seasonal and Inflationary Factors

Our business has been subject to seasonal influences, with higher sales typically realized in our first and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in revenue over the past few years. The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations.  The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.

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Critical Accounting Policies

The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  There have been no significant changes to the Company’s critical accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations.  The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases. 

The Revolving Facility, Initial Term Loan and Delayed Draw Term Loan include a variable interest rate component. As a result, we are subject to interest rate risk with respect to such floating-rate debt. A 100 basis point increase in the variable interest rate component of our borrowings as of July 31, 2020 would increase our annual interest expense by approximately $2.4 million. 

The Company enters into foreign exchange forward contracts principally to offset currency fluctuations in transactions denominated in certain foreign currencies, thereby limiting our exposure to risk that would otherwise result from changes in exchange rates. The periods of the foreign exchange forward contracts correspond to the periods of the transactions denominated in foreign currencies.

The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity price or interest rate risks.

Item 4. Controls and Procedures

Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of July 31, 2020.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective.

There has been no change in the Company's internal control over financial reporting that occurred during the quarter ended July 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various suits and claims in the normal course of business all of which constitute ordinary, routine litigation incidental to the Company’s business.  The Company is not party to any material litigation that does not constitute ordinary, routine litigation incidental to its business.

Item 1A. Risk Factors

Risk factors that may affect the Company’s business, results of operations and financial condition are described in Part I, Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2020 and there have been no material changes from the risk factors disclosed.  Additional risks are discussed elsewhere in this report, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Forward-Looking Statements” and “Outlook.”

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Item 6. Exhibits

Exhibit Number	Description
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).
3.1 (b)	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).
3.2	Bylaws – as amended and restated August 20, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 21, 2020; Commission File No. 000-14798).
10.8(a)	Employment Agreement for Mr. M. Scott Culbreth (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K/A filed on August 25, 2020; Commission File No. 000-14798).
10.8(b)	Employment Agreement for Mr. Paul Joachimczyk (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K/A filed on August 25, 2020; Commission File No. 000-14798).
10.8(c)	Employment Agreement for Ms. Teresa M. May (filed herewith).
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
32.1	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 July 31, 2020 formatted in Inline XBRL (Inline 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).
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/ Paul Joachimczyk

Paul Joachimczyk

Vice President and Chief Financial Officer 

Date: August 26, 2020

Signing on behalf of the registrant and

as principal financial and accounting officer

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EX-10.8(C)

Exhibit 10.8(c)

AMERICAN WOODMARK CORPORATION

EMPLOYMENT AGREEMENT

THIS AGREEMENT, between Ms. Teresa M. May (the “Employee”) and American Woodmark Corporation, a Virginia corporation (the “Company”), is effective as of August 20, 2020 (the “Effective Date”).

WHEREAS, the Company and the Employee each desire to enter into this Agreement, and have the power to do so.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:

1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.

2. Term. The term of employment under this Agreement (the “Term”) shall commence upon execution of this Agreement by both parties and end on December 31, 2020; provided, however, that beginning on January 1, 2021, and each January 1 thereafter, the Term of this Agreement shall automatically be extended for one additional calendar year unless, on or before November 1 of the preceding year, either party gives notice that employment under this Agreement will not be so extended; and further provided that if a Change of Control (as defined below) occurs during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of 12 months beyond the month in which the Change of Control occurred.

Notwithstanding the foregoing, as provided in Section 7(c), this Agreement shall terminate immediately upon the Employee’s death, disability or retirement, or if the Employee voluntarily terminates her employment under circumstances to which Section 7(d) does not apply.

3. Compensation.

a. Salary. During the Employee’s employment hereunder, the Company shall pay the Employee for all services rendered by the Employee a base salary at an annual rate of at least $320,000, with upward annual adjustments as the Company shall deem appropriate from time to time and as approved according to the general practices of and under the authority levels required by the Company. Such salary shall be payable to the Employee in accordance with the Company’s usual paying practices for salaried employees.

b. Annual Cash Bonus. In addition to base salary, the Employee shall be entitled to participate in the Company’s annual incentive program with a bonus opportunity of between 0% and 125% of the Employee’s base salary. The actual amount of such bonus for any fiscal year shall be related to the achievement of certain performance objectives to be set at the beginning of each fiscal year by the Compensation Committee of the Board (the “Committee”). The Committee may increase the maximum amount of the Employee’s annual bonus opportunity in its discretion. Nothing in this Agreement, however, shall be construed as a guarantee of an annual payment of the annual cash bonus. The annual bonus, if any, shall be paid to the Employee in a single lump sum as soon as reasonably practicable following the end of the fiscal year to which it relates, but in no event later than 90 days after the end of such fiscal year.

c. Other Executive Compensation Benefits. The Employee shall also be eligible for any other executive compensation policies, benefits, plans, or programs as are afforded generally by the Company from time to time to its senior personnel, including but not limited to grants of stock options and other equity awards. Nothing in this Agreement, however, shall be construed as a guarantee that the Board or the Committee will approve any level of such benefits that are at the sole discretion of the Board or the Committee.

d. Other Salaried Benefits. The Employee shall also be eligible for any employee benefit plans, policies, or programs as are generally available from time to time to other salaried employees of the Company.

4. Duties. The Employee shall continue to perform her duties as Senior Vice President and Chief Marketing Officer, and shall faithfully and to the best of her ability perform such duties and responsibilities as may be reasonably assigned by the Company’s Chief Executive Officer.

5. Extent of Services. During the Employee’s employment hereunder, the Company expects and the Employee agrees that the Employee shall devote sufficient time, attention, and energy to the business of the Company so as to adequately fulfill her assigned duties and responsibilities. Furthermore, the Company and the Employee agree that the business of the Company shall take reasonable priority over any other active business engaged in by the Employee.

6. Restrictive Covenants.

a. Non-competition Restriction. Except with the prior written consent of the Company, the Employee shall not, either during her employment hereunder or for the period of time after termination of her employment hereunder during which the Employee accepts severance payments pursuant to Section 7(b) (if applicable), directly or indirectly manage, operate, control, be employed by, participate in, consult with, render services to, or be connected in any manner with the management, operation, ownership or control of any business or venture in competition in the United States with the business of the Company. For purposes of this Section 6(a), a business or venture shall be deemed to be in competition with the business of the Company if that business or venture or any of its affiliates manufactures, distributes, or otherwise engages in the design, sale, or transportation of cabinets for residential use, including but not limited to such cabinet products intended for the primary use in the kitchen or bathroom. Nothing in this Section 6(a) however, shall prohibit the Employee from owning securities of the Company or from owning as an inactive investor up to 5% of the outstanding voting securities of any issuer which is listed on the New York Stock Exchange, American Stock Exchange or the NASDAQ Stock Market or any of their respective successors. If the Employee directly or indirectly manages, operates, controls, is employed by, participates in, consults with, renders services to, or is connected in any manner with the management, operation, ownership or control of any business or venture which is in competition in the United States with the business of the Company, then the Company shall be entitled to immediately terminate any and all severance payments being made pursuant to Section 7(b), if any, and other benefits to which the Employee would otherwise be entitled.

b. Non-solicitation Agreement. Except with the prior written consent of the Company, the Employee shall not directly or indirectly seek to employ, entice away or in any other manner persuade or attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. Notwithstanding the foregoing, if any person employed by the Company or any of its subsidiaries who is not an officer, vice president, regional sales manager or operations manager of the Company or its subsidiaries actively seeks out the Employee and initiates contact with the Employee for purposes of obtaining employment with the Employee at the Employee’s then place of business, such action shall not constitute a violation of this provision. The provisions of this Section 6(b) shall remain in full force and effect for a period of 12 months after the end of the Term.

c. Confidential Information. The Employee further agrees to keep confidential, and not to use for her personal benefit or for any other person’s benefit, any and all proprietary information received by the Employee relating to inventions, products, production methods, financial matters, sources of supply, markets, marketing methods and customers of the Company in existence on the date hereof or developed by or for the Company during the Term. This Section 6(c) shall remain in full force and effect after the Term without limit in point of time, but shall cease to apply to information that legitimately comes into the public domain.

d. Specific Enforcement. It is agreed and understood by the parties hereto that, in view of the nature of the business of the Company, the restrictions in subsections 6(a), (b) and (c) above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the Company. The Employee therefore acknowledges that, in the event of her violation of any of such restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

e. Extension. If Employee breaches Section 6(a) above, the duration of the period identified shall be computed from the date she resumes compliance with the covenant or from the date Employer is granted injunctive or other equitable relief by a court of competent jurisdiction enforcing the covenant, whichever shall first occur, reduced by the number of days Employee was not in breach of the covenant after termination of employment, or any delay in filing suit, whichever is greater.

7. Termination of Employment and Severance Payments.

a. Termination by the Company for Cause. During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for Cause (as hereinafter defined) upon written notice specifying the Cause and the date of termination. Payments under this Agreement shall cease as of the date of termination for Cause. For purposes of this Agreement, “Cause” means neglect of duty which is not corrected after 90 days’ written notice thereof; misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or the conviction for, or the entering of a plea of Nolo Contendere to, a felony or a crime involving moral turpitude.

b. Termination by the Company without Cause or Decision by the Company to Not Extend the Term. During the Term, the Company may terminate the Employee’s employment under this Agreement at any time for any reason other than Cause upon written notice specifying the date of termination. If on an effective date that is during the Term, the Company terminates the Employee’s employment for reasons other than Cause (which includes but is not limited to termination by the Company for what the Company believes to be Cause when it is ultimately determined that the Employee was terminated without Cause), or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of this Agreement, then the Company shall pay the Employee severance payments equal in total to 1.00 times her base salary, paid over a period of 12 months. For purposes of the preceding sentence, the Employee’s base salary shall be equal to the greater of (i) the base salary in effect on the date of termination or (ii) the Employee’s highest base salary rate in effect during the Term of this Agreement. Subject to payment timing requirements of subsection (f) below which may cause a delay in payments for the Employee, severance payments shall be made in accordance with the Company’s usual payroll practices for salaried employees beginning with the period immediately following the Employee’s termination of employment. Notwithstanding the foregoing, if the Company terminates the Employee’s employment for reasons other than for Cause, or the Company notifies the Employee in accordance with Section 2 that it has decided not to extend the Term of the Agreement and such termination date or last day of the Term of the Agreement is within either (i) three months before a Change in Control, or (ii) one year after a Change in Control, then the Employee shall receive the severance benefit under Section 7(e) rather than and in lieu of any amounts payable under this Section 7(b). The severance benefit payable pursuant to the preceding sentence shall be paid at the time and form set forth in Section 7(e).

c. Termination in Event of Death, Disability, Retirement, or Voluntary Resignation by the Employee. If the Employee dies, becomes disabled, or retires during the Term, or if the Employee voluntarily terminates her employment during the Term under circumstances to which Section 7(d) does not apply, her employment under this Agreement shall terminate immediately and payment of her base salary hereunder shall cease as of the date of termination; provided, however, that the Company shall remain liable for payment of any compensation owing but not paid as of the date of termination for services rendered before termination of employment. For purposes of this Agreement, the Employee shall be deemed to be disabled if the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

d. Termination on Change of Control. By delivering 15 days’ written notice to the Company, the Employee may terminate her employment for Good Reason under this Agreement at any time within one year after a Change in Control.

For purposes of this Agreement, “Good Reason” means a change in circumstances described in (i), (ii), (iii), (iv) or (v):

a.The Employee’s base salary is reduced,

b.The Employee is not in good faith considered for a bonus as described in Section 3(b).

c.The Employee is not in good faith considered for other executive compensation benefits as described in Section 3(c).

d.The Employee’s place of employment is relocated to a location further than 50 miles from Employee’s current place of employment, or

e.The Employee’s working conditions or management responsibilities are substantially diminished (other than on account of the Employee’s disability, as defined in Section 7(c).

provided, however, that if the Employee consents in writing to a change in circumstance, “Good Reason” as defined above, will not include the change in circumstance to which the Employee has consented.

For purposes of this Agreement, “Change of Control” means an event described in (i), (ii), (iii), or (iv):

a.The acquisition by a Group of Beneficial Ownership of 30% or more of the Stock or the Voting Power of the Company, but excluding for this purpose: (A) any acquisition of Stock by the Company (or a subsidiary), or an employee benefit plan of the Company; (B) any acquisition of Stock by management employees of the Company; or (C) the ownership of Stock by a Group that owns 30% or more of the Stock or Voting Power of the Company on the date of this Agreement; provided, however, that the acquisition of additional Stock by any such Group other than management employees in an amount greater than 5% of the then outstanding Stock shall not be excluded and shall constitute a Change of Control.

b.Individuals who constitute the Board of Directors of the Company on the date of this Agreement (the “Incumbent Board”) cease to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director of the Company subsequent to the date of this Agreement, whose election or nomination for election by the Company’s shareholders was approved by vote of at least a majority of directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board, and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall not be deemed a member of the incumbent Board;

c.Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, in which the owners of 100% of the Stock or Voting Power of the Company do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the outstanding shares of common stock or Voting Power of the corporation or other entity resulting from such reorganization, merger or consolidation.

d.A complete liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company.

e.For purposes of this Agreement, “Group” means any individual , entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Act; “Beneficial Ownership” has the meaning in Rule 13d-3 promulgated under the Act; “Stock” means the then outstanding shares of common stock of the Company; and “Voting Power” means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

f.Notwithstanding anything in this paragraph (d) to the contrary, a “Change in Control” shall not have occurred under this Agreement unless the event also meets the requirements of a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of assets of a corporation” under Treasury Regulation 1.409A-3(i)(5).

e. Severance Payments. If the Employee terminates her employment within one year after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee’s employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within one year after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) in an amount equal to two times the sum of (i) the Employee’s annual base salary rate in effect at the termination of employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. Subject to payment timing requirements of subsection (f) below which may cause a delay in the payments to the Employee, this severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee’s termination of employment. Notwithstanding the preceding sentence, the Employee may elect, in the Employee’s sole discretion, to waive the Employee’s right to receive, and release the Company from payment of, any amounts otherwise payable to Employee hereunder, in order to avoid application of the excise tax provisions of Code Section 4999 (as well as any successor or similar sections thereof), if the total net after-tax amount payable to Employee hereunder after such waiver and release would exceed the total net after-tax amount payable to Employee after application of said excise tax.

f. Payment Timing. The parties anticipate that the Employee will be a “specified employee” as defined in Section 409A of the Code at a termination. The determination of whether the Employee is a specified

employee shall be determined under the policy established by the Company. In the event that the Employee is a specified employee at the termination and the termination is described in clause (b), (c) or (e), any amount due or payable other than on account of death or disability under paragraphs (b), (c) or (e) within the six months after the termination shall be paid in a lump sum payment on the first business day that is more than six months after the termination.

g. Separation from Service. Notwithstanding anything in this Agreement to the contrary, the Employee’s employment shall be deemed to have terminated if, and only if, such termination constitutes a “separation form service” within the meaning of Section 409A of the Code.

h. Treatment of Outstanding Equity Awards Upon a Change of Control.

a.Notwithstanding the terms of the Agreement or the terms of any award agreement between the Employee and the Company regarding any stock option, restricted stock unit or other type of equity- or equity-based award that is outstanding as of the Effective Date (an “Outstanding Equity Award”) to the contrary, the vesting of any then unvested Outstanding Equity Award shall be accelerated in connection with a Change of Control (or other similar term, in each case as defined in the applicable award agreement) only if both the Change of Control actually occurs and, on or at any time following the date of the Change of Control, either (1) the Employee’s employment with the Company or any successor of the Company or parent or other affiliate thereof is involuntarily terminated by the Company (or any such successor or parent or affiliate) without Cause (as defined in the applicable award agreement, or if not defined therein, as defined in Section 7(a) above) or (2) the Employee voluntarily terminates her employment with the Company (or any such successor or parent or affiliate) for Good Reason (as defined in the applicable award agreement, or if not defined therein, as defined in Section 7(d) above); provided, however, that if the Employee’s employment with the Company terminates prior to the date of a Change of Control as a result of either the involuntary termination of the Employee’s employment by the Company without Cause or the Employee’s voluntary termination of her employment for Good Reason, and in either case such termination of employment occurs on or after the date of execution of a definitive agreement that, if consummated, would result in the occurrence of a Change of Control, then the Employee shall, as of the date of such termination of employment, conditionally vest (subject to consummation of the Change of Control) in any Outstanding Equity Award that is then unvested and does not otherwise vest by its terms in connection with such termination of employment.

b.Employee agrees and acknowledges that this Section 7(h) amends the terms of any agreement between the Company and the Employee regarding any Outstanding Executive Award, to the extent inconsistent herewith, and any such agreement shall be interpreted for all intents and purposes so as to achieve the objective of this Section 7(h), which is to provide for only “double trigger” vesting of outstanding equity- or equity-based awards in connection with a Change of Control. Notwithstanding anything herein to the contrary, this Section 7(h) shall not alter the time or form of any payment under any Outstanding Equity Award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended.

8. Vacation. During the Term, the Employee shall be entitled to a vacation in each calendar year in accordance with the Company’s policy during which vacation her compensation shall be paid in full.

9. Insurance. In accordance with Section 3(d), while she is employed by the Company, the Employee and her eligible dependents as insureds shall be covered under existing insurance policies on the same terms and conditions as offered to all full-time salaried employees. In accordance with Company policy, coverage under the Company’s insurance policies terminates on the date that employment terminates. If the Company terminates the Employee’s employment during the Term of this Agreement for any reason except Cause, or if the Employee terminates her employment within two years following a Change of Control as contemplated by Section 7(d), the Company shall reimburse the Employee for the required COBRA premiums, to the extent the Company subsidizes the group medical plan premium for active salaried employees, for a period not to exceed 12 months so long as the Employee is not eligible for coverage under another group medical plan. If the Employee becomes eligible for coverage under another group medical plan, the Company shall cease reimbursement for COBRA premiums on the date the Employee first becomes eligible for coverage under the other plan. The Company’s reimbursement for COBRA premiums shall include a separate reimbursement amount for the Employee’s tax liability on the COBRA premiums at the Employee’s incremental tax rate (the “Gross-up Amount”). The Gross-up Amount shall be paid by the Company to the Employee by March 15 of the calendar year following the calendar year for which such COBRA

premiums are applied. Notwithstanding the foregoing, the Gross-up Amount due or payable within six months after termination of employment shall be paid in a lump sum payment on the first business day that is more than six months after the termination. Nothing in this Section 9 shall be interpreted to prohibit the Company from changing or terminating any benefit package or program at any time and from time to time so long as the benefits hereunder, considered in the aggregate, are comparable at any given time to the benefits provided to similarly situated employees of the Company at that time.

10. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be effective upon the mailing thereof by registered or certified mail, postage prepaid, and addressed as set forth below:

a.If to the Company:

Mr. M. Scott Culbreth

President and Chief Executive Officer

American Woodmark Corporation

561 Shady Elm Rd.

Winchester, VA 22602

a.If to the Employee:

Ms. Teresa M. May

c/o American Woodmark Corporation

561 Shady Elm Rd.

Winchester, VA 22602

Any party may change the address to which notices are to be addressed by giving the other party written notice in the manner herein set forth.

11. Waiver of Breach. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate as a waiver of any subsequent breach by such other party.

12. Entire Agreement. This Agreement contains the entire agreement of the parties in this matter and supersedes any other agreement, oral or written, concerning the employment or compensation of the Employee by the Company. It may be changed only by an agreement in writing signed by both parties hereto.

13. 409A Compliance. The parties intend that this Agreement be administered in compliance with Section 409A of the Code and the regulations thereunder.

14. Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its choice of law provisions.

15. Benefit. This Agreement shall inure to the benefit of, and shall be binding upon, and shall be enforceable by and against the Company, its successors and assigns, and the Employee, her heirs, beneficiaries and legal representatives.

16. Invalid Provisions. It is not the intention of either party to this Agreement to violate any public policy, or any statutory or common law. If any sentence, paragraph, clause or combination of the same in this Agreement is in violation of the law of any State where applicable, such sentence, paragraph, clause or combination of the same shall be void in the jurisdictions where it is unlawful, and the remainder of the Agreement shall be binding on the Parties. However, the Parties agree, and it is their desire that a court should substitute for each illegal, invalid or unenforceable covenant a reasonable and judicially-enforceable limitation in its place, and that as so modified the covenant shall be as fully enforceable as if set forth herein by the Parties themselves in the modified form.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Employee and the Company have executed this Agreement as of the Effective Date.

AMERICAN WOODMARK CORPORATION

By: /s/M. Scott Culbreth_____________________

Mr. M. Scott Culbreth

President and Chief Executive Officer

EMPLOYEE

By: /s/Teresa M. May________________________

Ms. Teresa M. May

Senior Vice President & Chief Marketing Officer

EX-31.1

Exhibit 31.1

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, M. Scott Culbreth, certify that:

1.I have reviewed this report on Form 10-Q of American Woodmark Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ M. Scott Culbreth

M. Scott Culbreth

President and Chief Executive Officer

(Principal Executive Officer)

August 26, 2020

EX-31.2

Exhibit 31.2

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Paul Joachimczyk, certify that:

1.I have reviewed this report on Form 10-Q of American Woodmark Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Paul Joachimczyk

Paul Joachimczyk

Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: August 26, 2020

EX-32.1

Exhibit 32.1

CERTIFICATION

The undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1.The Quarterly Report on Form 10-Q of American Woodmark Corporation (the “Company”) for the quarter ended July 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 26, 2020	/s/ M. Scott Culbreth
	M. Scott Culbreth
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: August 26, 2020	/s/ Paul Joachimczyk
	Paul Joachimczyk
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

XML

Cover Page - shares	3 Months Ended
	Jul. 31, 2020	Aug. 25, 2020
Cover [Abstract]
Entity Central Index Key	0000794619
Current Fiscal Year End Date	--04-30
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 31, 2020
Document Transition Report	false
Entity File Number	000-14798
Entity Registrant Name	American Woodmark Corp
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1138147
Entity Address, Address Line One	561 Shady Elm Road,
Entity Address, City or Town	Winchester,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22602
City Area Code	540
Local Phone Number	665-9100
Title of 12(b) Security	Common Stock
Trading Symbol	AMWD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,993,260

XML

Basis of Presentation

3 Months Ended

Jul. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2021.  The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”).  

COVID-19: The COVID-19 pandemic impacted our business operations and financial results beginning in the fourth quarter of fiscal 2020 and continues to impact us in fiscal 2021. Although the financial impact on our overall fiscal 2020 results was limited due to the timing of the outbreak, we saw more material impacts on our results for the first quarter of fiscal 2021. We continue to face numerous uncertainties in estimating the direct and indirect effects of COVID-19 on our present and future business operations, financial condition, results of operations, and liquidity. Due to several rapidly changing variables related to the COVID-19 pandemic, we cannot reasonably estimate future economic trends and the timing of when stability will return.

Goodwill and Intangible Assets: Goodwill represents the excess of purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company does not amortize goodwill but evaluates for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

In accordance with accounting standards, when evaluating goodwill, an entity has the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment an entity concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test, and if impaired, the associated assets must be written down to fair value. There were no impairment charges related to goodwill for the three-month periods ended July 31, 2020 and 2019.

Intangible assets consist of customer relationship intangibles and trademarks. The Company amortizes the cost of intangible assets over their estimated useful lives, which range from 3 to 6 years, unless such lives are deemed indefinite. There were no impairment charges related to intangible assets for the three-month periods ended July 31, 2020 and 2019.

Foreign Exchange Forward Contracts: In the normal course of business, the Company is subject to risk from adverse fluctuations in foreign exchange rates. The Company manages these risks through the use of foreign exchange forward contracts. The Company recognizes its outstanding forward contracts in the condensed consolidated balance sheets at their fair values. The Company does not designate the forward contracts as accounting hedges. The changes in the fair value of the forward contracts are recorded in other income, net in the condensed consolidated statements of income.

At July 31, 2020, the Company held forward contracts maturing from August 2020 to April 2021 to purchase 226.0 million Mexican pesos at exchange rates ranging from 22.48 to 23.42 Mexican pesos to one U.S. dollar. An asset of $0.2 million is recorded in prepaid expenses and other on the condensed consolidated balance sheets.

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New Accounting Pronouncements

3 Months Ended

Jul. 31, 2020

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022 and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company has identified loans

and other financial instruments that are directly or indirectly influenced by LIBOR and does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which simplifies the accounting for income taxes by removing certain exceptions for recognizing investments, performing intraperiod tax allocations and calculating income taxes in interim periods. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for the Company beginning May 1, 2021. Early adoption is permitted. The Company is currently reviewing the provisions of this new pronouncement and the impact, if any, the adoption of this guidance may have on financial position and results of operations.

In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which modifies the methodology for recognizing loss impairments on certain types of financial instruments, including receivables. The new methodology requires an entity to estimate the credit losses expected over the life of an exposure. ASU 2016-13 is effective for the Company beginning May 1, 2020. The adoption did not have a material impact on our consolidated financial statements.

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020
Current assets
Cash and cash equivalents	$ 128,055	$ 97,059
Customer receivables, net	123,301	106,344
Inventories	126,700	111,836
Prepaid expenses and other	9,913	9,933
Total current assets	387,969	325,172
Property, plant and equipment, net	199,088	203,824
Operating lease right-of-use assets	126,409	127,668
Goodwill	767,612	767,612
Promotional displays, net	14,205	13,966
Deferred Tax Assets, Net of Valuation Allowance	1,015	915
Other assets	13,722	13,983
TOTAL ASSETS	1,667,437	1,622,806
Current liabilities
Accounts payable	62,824	56,342
Current maturities of long-term debt	2,087	2,216
Short-term lease liability - operating	19,566	18,896
Accrued compensation and related expenses	48,693	49,064
Accrued marketing expenses	15,717	12,361
Other accrued expenses	29,178	16,727
Total current liabilities	178,065	155,606
Long-term debt, less current maturities	595,248	594,921
Deferred Income Tax Liabilities, Net	50,151	52,935
Long-term lease liability - operating	111,090	112,454
Other long-term liabilities	11,363	6,352
Shareholders' equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	0	0
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at July 31, 2019: 16,915,670; at April 30, 2019: 16,849,026	363,600	359,430
Retained earnings	408,766	392,281
Accumulated other comprehensive loss - Defined benefit pension plans	(50,846)	(51,173)
Total shareholders' equity	721,520	700,538
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,667,437	1,622,806
Customer relationships
Current assets
Intangibles, net	156,028	167,444
Trademarks
Current assets
Intangibles, net	$ 1,389	$ 2,222

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jul. 31, 2020	Apr. 30, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Common stock, no par value (in usd per share)
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	16,988,340	16,926,537
Common stock, shares outstanding	16,988,340	16,926,537

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Income Statement [Abstract]
Net sales	$ 390,087	$ 427,365
Cost of sales and distribution	309,949	332,846
Gross Profit	80,138	94,519
Selling and marketing expenses	19,898	20,687
General and administrative expenses	29,983	29,432
Restructuring charges, net	3,460	(19)
Operating Income	26,797	44,419
Interest expense, net	6,030	8,088
Other income, net	(1,688)	(7)
Income Before Income Taxes	22,455	36,338
Income tax expense	5,970	9,457
Net Income	$ 16,485	$ 26,881
Weighted Average Shares Outstanding
Basic (in shares)	16,936,832	16,864,870
Diluted (in shares)	17,013,444	16,907,463
Net earnings per share
Basic (in usd per share)	$ 0.97	$ 1.59
Diluted (in usd per share)	$ 0.97	$ 1.59

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 16,485	$ 26,881
Other comprehensive income, net of tax:
Change in pension benefits, net of deferred taxes of $113 and $107 for the three months ended July 31, 2020 and 2019, respectively	327	315
Total Comprehensive Income	$ 16,812	$ 27,196

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Statement of Comprehensive Income [Abstract]
Other comprehensive income, deferred tax	$ (113)	$ (107)

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Consolidated Statements of Shareholders' Equity - 3 months ended Jul. 31, 2020 - USD ($) $ in Thousands	Total	COMMON STOCK	RETAINED EARNINGS	ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of period (shares) at Apr. 30, 2020	16,926,537	16,926,537
Balance at beginning of period at Apr. 30, 2020	$ 700,538	$ 359,430	$ 392,281	$ (51,173)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 16,485
Stock repurchases (shares)	0
Balance at end of period (shares) at Jul. 31, 2020	16,988,340
Balance at end of period at Jul. 31, 2020	$ 721,520

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
OPERATING ACTIVITIES
Net income	$ 16,485,000	$ 26,881,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,352,000	24,113,000
Net loss on disposal of property, plant and equipment	46,000	66,000
Reduction in the carrying amount of operating lease right-of-use assets	6,706,000	5,344,000
Amortization of debt issuance costs	630,000	662,000
Unrealized gain on foreign exchange forward contracts	1,255,000	56,000
Stock-based compensation expense	961,000	897,000
Deferred income taxes	(2,855,000)	(1,726,000)
Pension contributions in excess of expense	(502,000)	(461,000)
Contributions of employer stock to employee benefit plan	3,743,000	3,772,000
Other non-cash items	750,000	451,000
Changes in operating assets and liabilities:
Customer receivables	(17,524,000)	5,426,000
Inventories	(15,539,000)	(7,137,000)
Prepaid expenses and other assets	(465,000)	(1,094,000)
Accounts payable	5,979,000	4,876,000
Accrued compensation and related expenses	(371,000)	(10,613,000)
Operating lease liabilities	(6,142,000)	(5,109,000)
Marketing and other accrued expenses	12,636,000	5,633,000
Net cash provided by operating activities	40,000,000	62,612,000
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment	(5,183,000)	(4,360,000)
Proceeds from sales of property, plant and equipment	6,000	13,000
Maturities of certificates of deposit	0	1,000,000
Investment in promotional displays	(2,659,000)	(2,233,000)
Net cash used by investing activities	(7,836,000)	(5,580,000)
FINANCING ACTIVITIES
Payments of long-term debt	(634,000)	(42,589,000)
Withholding of employee taxes related to stock-based compensation	(534,000)	(1,050,000)
Net cash used by financing activities	(1,168,000)	(43,639,000)
Net increase in cash and cash equivalents	30,996,000	13,393,000
Cash and cash equivalents, beginning of period	97,059,000	57,656,000
Cash and cash equivalents, end of period	128,055,000	71,049,000
Non-cash investing and financing activities:
Property, plant and equipment included in accounts payable at period end	502	1,014
Cash paid during the period for:
Interest	1,195	3,554
Income taxes	$ 974	$ 607

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Net Earnings Per Share

3 Months Ended

Jul. 31, 2020

Earnings Per Share [Abstract]

Net Earnings Per Share

Net Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share:

	Three Months Ended
	July 31,
(in thousands, except per share amounts)	2020		2019
Numerator used in basic and diluted net earnings
per common share:
Net income	$	16,485	$	26,881
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,937		16,865
Effect of dilutive securities:
Stock options and restricted stock units	77		43
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	17,013		16,907
Net earnings per share
Basic	$	0.97	$	1.59
Diluted	$	0.97	$	1.59

There were no potentially dilutive securities for the three-month periods ended July 31, 2020 and 2019, which were excluded from the calculation of net earnings per diluted share.

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Net Earnings Per Share (Tables)

3 Months Ended

Jul. 31, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net earnings per share:

	Three Months Ended
	July 31,
(in thousands, except per share amounts)	2020		2019
Numerator used in basic and diluted net earnings
per common share:
Net income	$	16,485	$	26,881
Denominator:
Denominator for basic net earnings per common
share - weighted-average shares	16,937		16,865
Effect of dilutive securities:
Stock options and restricted stock units	77		43
Denominator for diluted net earnings per common
share - weighted-average shares and assumed
conversions	17,013		16,907
Net earnings per share
Basic	$	0.97	$	1.59
Diluted	$	0.97	$	1.59

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Net Earnings Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Earnings Per Share [Abstract]
Net income	$ 16,485	$ 26,881
Denominator for basic net earnings per common share - weighted-average shares	16,936,832	16,864,870
Effect of dilutive securities:
Stock options and restricted stock units	77,000	43,000
Denominator for diluted net earnings per common share - weighted-average shares and assumed conversions	17,013,444	16,907,463
Net earnings per share
Basic (in usd per share)	$ 0.97	$ 1.59
Diluted (in usd per share)	$ 0.97	$ 1.59

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Net Earnings Per Share (Narrative) (Details)	3 Months Ended
	Jul. 31, 2020 shares
Earnings Per Share [Abstract]
Stock repurchased during period (shares)	0
Stock excluded from the calculation of net earnings per share (shares)	0

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Stock-Based Compensation

3 Months Ended

Jul. 31, 2020

Share-based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation

Stock-Based Compensation

The Company has various stock-based compensation plans. During the three-months ended July 31, 2020, the Board of Directors of the Company approved grants of service-based restricted stock units ("RSUs") and performance-based RSUs to key employees. The performance-based RSUs totaled 124,374 units and the service-based RSUs totaled 67,006 units. The performance-based RSUs entitle the recipients to receive one share of the Company’s common stock per unit granted if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest.  The service-based RSUs entitle the recipients to receive one share of the Company’s common stock per unit granted if they remain continuously employed with the Company until the units vest.  All of the Company’s RSUs granted to employees cliff-vest three years from the grant date.

For the three-month periods ended July 31, 2020 and 2019, stock-based compensation expense was allocated as follows: 

	Three Months Ended    July 31,
(in thousands)	2020		2019
Cost of sales and distribution	$	299	$	215
Selling and marketing expenses	(21)		208
General and administrative expenses	683		474
Stock-based compensation expense	$	961	$	897

During the three months ended July 31, 2020, the Company also approved grants of 11,456 cash-settled performance-based restricted stock tracking units ("RSTUs") and 6,229 cash-settled service-based RSTUs for more junior level employees.  Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest.  The service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of one share of the Company's common stock as of the payment date if they remain continuously employed with the Company until the units vest.  All of the RSTUs cliff-vest three years from the grant date.  Since the RSTUs will be settled in cash, the grant date fair value of these awards is recorded as a liability until the date of payment.  The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value.  The Company recognized expense of $0.3 million and $0.0 million for the three-month periods ended July 31, 2020 and 2019, respectively. A liability for payment of the RSTUs is included in the condensed consolidated balance sheets in the amount of $0.4 million and $0.4 million as of July 31, 2020 and April 30, 2020, respectively.

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Customer Receivables

3 Months Ended

Jul. 31, 2020

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Customer Receivables

Customer Receivables

The components of customer receivables were: 

	July 31,		April 30,
(in thousands)	2020		2020
Gross customer receivables	$	129,989	$	112,528
Less:
Allowance for doubtful accounts	(408)		(472)
Allowance for returns and discounts	(6,280)		(5,712)
Net customer receivables	$	123,301	$	106,344

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Inventories

3 Months Ended

Jul. 31, 2020

Inventory, Net [Abstract]

Inventories

Inventories

The components of inventories were: 

	July 31,		April 30,
(in thousands)	2020		2020
Raw materials	$	50,869	$	51,460
Work-in-process	49,129		42,381
Finished goods	41,279		32,572
Total FIFO inventories	141,277		126,413
Reserve to adjust inventories to LIFO value	(14,577)		(14,577)
Total inventories	$	126,700	$	111,836

Of the total inventory of $126.7 million at July 31, 2020, $78.7 million is carried under the FIFO method of accounting and $48.0 million is carried under the LIFO method. Of the total inventory of $111.8 million at April 30, 2020, $66.0 million is carried under the FIFO method and $45.8 million is carried under the LIFO method.

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Property, Plant and Equipment

3 Months Ended

Jul. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

The components of property, plant and equipment were:

	July 31,		April 30,
(in thousands)	2020		2020
Land	$	4,431	$	4,431
Buildings and improvements	120,995		120,819
Buildings and improvements - finance leases	11,636		11,636
Machinery and equipment	313,661		312,806
Machinery and equipment - finance leases	30,972		30,911
Construction in progress	9,158		8,164
	490,853		488,767
Less accumulated amortization and depreciation	(291,765)		(284,943)
Total	$	199,088	$	203,824

Amortization and depreciation expense on property, plant and equipment amounted to $11.6 million and $9.1 million for the three months ended July 31, 2020 and 2019, respectively. The three months ended July 31, 2020 includes accelerated depreciation expense of $1.1 million related to the closure of the Humboldt plant. Accumulated amortization on finance leases included in the above table amounted to $32.8 million and $32.3 million as of July 31, 2020 and April 30, 2020, respectively.

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Intangibles

3 Months Ended

Jul. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles

Intangibles

The components of customer relationship intangibles were:

	July 31,		April 30,
(in thousands)	2020		2020
Customer relationship intangibles	$	274,000	$	274,000
Less accumulated amortization	(117,972)		(106,556)
Total	$	156,028	$	167,444

The components of trademarks were:

	July 31,		April 30,
(in thousands)	2020		2020
Trademarks	$	10,000	$	10,000
Less accumulated amortization	(8,611)		(7,778)
Total	$	1,389	$	2,222

Customer relationship intangibles and trademarks are amortized over the estimated useful lives on a straight-line basis over six and three years, respectively. Amortization expense for each of the three month periods ended July 31, 2020 and 2019 was $12.3 million.

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Product Warranty

3 Months Ended

Jul. 31, 2019

Product Warranties Disclosures [Abstract]

Product Warranty

Product Warranty 

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues.  The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period.  Adjustments are made when actual warranty claim experience differs from estimates.  Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets: 

	Three Months Ended
	July 31,
(in thousands)	2020		2019
Beginning balance at May 1	$	3,753	$	4,616
Accrual	4,303		6,453
Settlements	(4,138)		(6,219)
Ending balance at July 31	$	3,918	$	4,850

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Pension Benefits

3 Months Ended

Jul. 31, 2020

Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]

Pension Benefits

Pension Benefits

Prior to April 30, 2020, the Company had two defined benefit pension plans covering many of the Company's employees hired prior to April 30, 2012. Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s defined-benefit pension plan. Effective April 30, 2020, these plans were merged into one plan.

Net periodic pension benefit cost consisted of the following for the three-month periods ended July 31, 2020 and 2019: 

	Three Months Ended
	July 31,
(in thousands)	2020		2019
Interest cost	$	1,165	$	1,493
Expected return on plan assets	(2,107)		(2,081)
Recognized net actuarial loss	440		423
Net periodic pension benefit	$	(502)	$	(165)

The Company did not contribute to its pension plan in the first three months of fiscal 2021 and does not expect to contribute any funds during the remainder of fiscal 2021. The Company made contributions of $0.5 million to its pension plans in fiscal 2020.

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Fair Value Measurements

3 Months Ended

Jul. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1- Investments with quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are invested in money market funds, mutual funds and certificates of deposit.  The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.

Level 2- Investments with observable inputs other than Level 1 prices, such as: quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3- Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities measured on a recurring basis.

The Company's financial instruments include cash and equivalents, marketable securities and other investments; accounts receivable and accounts payable; and short- and long-term debt. The carrying values of cash and equivalents, accounts receivable and payable and short-term debt on the condensed consolidated balance sheets approximate their fair value due to the short maturities of these items. The forward contracts were marked to market and therefore represent fair value. The fair values of these contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The following table summarizes the fair value of assets and liabilities that are recorded in the Company’s consolidated financial statements as of July 31, 2020 and April 30, 2020 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of July 31, 2020
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	884	$	—	$	—
Foreign exchange forward contracts	—		153		—
Total assets at fair value	$	884	$	153	$	—
	As of April 30, 2020
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	773	$	—	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	(1,102)	$	—

There were no transfers between Level 1, Level 2 or Level 3 for assets measured at fair value on a recurring basis.

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Loans Payable and Long-Term Debt

3 Months Ended

Jul. 31, 2020

Debt Disclosure [Abstract]

Loans Payable and Long-Term Debt

Loans Payable and Long-Term Debt

On December 29, 2017, the Company entered into a credit agreement (as subsequently amended, the "Credit Agreement") with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, providing for a $100 million, 5-year revolving loan facility with a $25 million sub-facility for the issuance of letters of credit (the “Revolving Facility”), a $250 million, 5-year initial term loan facility (the "Initial Term Loan") and a $250 million delayed draw term loan facility (the "Delayed Draw Term Loan" and, together with the Revolving Facility and the Initial Term Loan, the "Credit Facilities"). The Company borrowed the entire $250 million available under each of the Initial Term Loan and the Delayed Draw Term Loan on December 29, 2017 and February 12, 2018, respectively, in connection with its acquisition of RSI Home Products, Inc. (“RSI”) and subsequent refinancing of RSI’s debt. The Company is required to make specified quarterly installments on both the Initial Term Loan and the Delayed Draw Loan. As of July 31, 2020 and April 30, 2020, $122 million was outstanding on each of the Initial Term Loan and the Delayed Draw Loan for a total of $244 million. The outstanding balance approximates fair value as the Initial Term Loan and Delayed Draw Term Loan have a floating interest rate. There were no amounts outstanding on the Revolving Facility as of July 31, 2020 or April 30, 2020. The Credit Facilities mature on December 29, 2022.

Amounts outstanding under the Credit Facilities bear interest based on a fluctuating rate measured by reference to either, at the Company’s option, a base rate plus an applicable margin or LIBOR plus an applicable margin, with the applicable margin being determined by reference to the Company’s then-current “Total Funded Debt to EBITDA Ratio.” The Company also incurs a quarterly commitment fee on the average daily unused portion of the Revolving Facility during the applicable quarter at a rate per annum also determined by reference to the Company’s then-current “Total Funded Debt to EBITDA Ratio.” In addition, a letter of credit fee will accrue on the face amount of any outstanding letters of credit at a per annum rate equal to the applicable margin on LIBOR loans, payable quarterly in arrears. As of July 31, 2020, the applicable margin with respect to base rate loans and LIBOR loans was 0.50% and 1.50%, respectively, and the commitment fee was 0.175%. As of December 31, 2021, the Company will transition to the Secured Overnight Financial Rate ("SOFR") as required by the Credit Facilities. The Company expects the transition to SOFR to be materially similar to LIBOR.

The Credit Agreement includes certain financial covenants, including a maximum “Total Funded Debt to EBITDA Ratio” of no more than 3.25 to 1.00 (with an increase to 3.75 to 1.00 for a certain period upon the consummation of a “Qualified Acquisition”). The Company is also required to maintain a “Fixed Charge Coverage Ratio” of no less than 1.25 to 1.00. 

The Credit Agreement includes certain additional covenants, including negative covenants that restrict the ability of the Company and certain of its subsidiaries to incur additional indebtedness, create additional liens on its assets, dispose of its assets or engage in a merger or another similar transaction or engage in transactions with affiliates, subject, in each case, to the various exceptions and conditions described in the Credit Agreement. The negative covenants also restrict the Company’s ability to make certain investments and to make certain restricted payments, including the payment of dividends and repurchase of common stock, in certain limited circumstances. The Company is, however, permitted to make unlimited investments so long as the "Total Funded Debt to EBITDA Ratio" is less than or equal to 3.00 to 1.00 after giving effect to any such investment and no default or event of default has occurred and is continuing or would result from any such investment. The Company is also permitted to make (i) unlimited restricted payments so long as the “Total Funded Debt to EBITDA Ratio” would be less than or equal to 2.75 to 1.00 after giving effect to any such payment and no default or event of default has occurred and is continuing or would result from any such payment and (ii) up to an aggregate of $50 million in restricted payments not otherwise permitted under the Credit Agreement so long as no default or event of default has occurred and is continuing or would result from any such payment.

As of July 31, 2020, the Company's Total Funded Debt to EBITDA Ratio was 2.69 and the Fixed Charge Coverage Ratio was 4.84. As of July 31, 2020, the Company was in compliance with the covenants included in the Credit Agreement.

The Company’s obligations under the Credit Agreement are guaranteed by the Company’s subsidiaries and the obligations of the Company and its subsidiaries are secured by a pledge of substantially all of their respective personal property.

On February 12, 2018, the Company issued $350 million in aggregate principal amount of 4.875% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes mature on March 15, 2026 and interest on the Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year. The Senior Notes are fully and unconditionally guaranteed by each of the Company’s current and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Credit Agreement. The indenture governing the Senior Notes restricts the ability of the Company and the Company’s “restricted subsidiaries” to, as applicable, (i) incur additional indebtedness or issue certain preferred shares, (ii) create liens, (iii) pay dividends, redeem or repurchase stock or make other distributions or restricted payments, (iv) make certain investments, (v) create restrictions on the ability of the “restricted subsidiaries” to pay dividends to the Company or make other intercompany transfers, (vi) transfer or sell assets, (vii) merge or consolidate with a third party and (viii) enter into certain transactions with affiliates of the Company, subject, in each case, to certain qualifications and exceptions as described in the indenture. As of July 31, 2020, the Company and its restricted subsidiaries were in compliance with all covenants under the indenture governing the Senior Notes.

At July 31, 2020, the book value of the Senior Notes was $350 million and the fair value was $357.5 million, based on Level 1 inputs.

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Income Taxes	3 Months Ended
	Jul. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The effective income tax rate for the three-month periods ended July 31, 2020 and 2019 was 26.6% and 26.0%, respectively. The increase in the effective tax rate for the first quarter of fiscal 2021 as compared to the comparable period in the prior fiscal year was primarily due to a decrease in the benefit from stock-based compensation transactions. During the first quarters of fiscal 2021 and 2020, the Company recognized a tax detriment related to stock-based compensation transactions of $0.2 million and a tax benefit of $0.1 million, respectively.

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Revenue Recognition

3 Months Ended

Jul. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition The Company disaggregates revenue from contracts with customers into major sales distribution channels as these categories depict the nature, amount, timing and uncertainty of revenues and cash flows that are affected by economic factors. The following table disaggregates our consolidated revenue by major sales distribution channels for the three-months ended July 31, 2020 and 2019:

	Three months ended
	July 31,
(in thousands)	2020		2019
Home center retailers	$	173,995	$	198,751
Builders	164,348		172,589
Independent dealers and distributors	51,744		56,025
Net Sales	$	390,087	$	427,365

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Concentration of Risk

3 Months Ended

Jul. 31, 2020

Risks and Uncertainties [Abstract]

Concentration of Risk

Concentration of Risks

Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with major financial institutions and such balances may, at times, exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to cash.

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets. 

The Company maintains an allowance for bad debt based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions and each customer’s current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

At July 31, 2020, the Company's two largest customers, Customers A and B, represented 29.0% and 25.1% of the Company's gross customer receivables, respectively. At July 31, 2019, Customers A and B represented 29.3% and 20.4% of the Company’s gross customer receivables, respectively.

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three- and three-months ended July 31, 2020 and 2019:

	Three months ended
	July 31,
	2020	2019
Customer A	27.7%	28.8%
Customer B	16.9%	17.7%

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Leases

3 Months Ended

Jul. 31, 2020

Leases [Abstract]

Leases

Leases

Operating Leases - ROU assets related to operating leases are presented as “Operating lease right-of-use assets” on the unaudited condensed consolidated balance sheet. Lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in “Short-term lease liability - operating” and “Long-term lease liability - operating” on the unaudited condensed consolidated balance sheets.

Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expensed as incurred and are not included in determining the present value.

Finance Leases - ROU assets related to finance leases are presented in "Property, plant and equipment, net” on the unaudited condensed consolidated balance sheet. Lease liabilities related to finance leases are presented in “Current maturities of long-term debt” and “Long-term debt, less current maturities” on the unaudited condensed consolidated balance sheet.

Finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The components of lease costs were as follows:

	Three months ended
	July 31,
(in thousands)	2020		2019
Finance lease cost:
Reduction in the carrying value of right-of-use assets	$	98	$	612
Interest on lease liabilities	14		53
Operating lease cost	6,706		5,344

Additional information related to leases was as follows:

	Three months ended
	July 31,
(in thousands)	2020			2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	14		$	53
Operating cash flows for operating leases	6,142			5,109
Financing cash flows for financing leases	92			589
Right-of-use assets obtained in exchange for new finance lease liabilities	109			485
Right-of-use assets obtained in exchange for new operating lease liabilities	155			21,118
Weighted average remaining lease term (years)
Weighted average remaining lease term - finance leases	3.22			3.52
Weighted average remaining lease term - operating leases	7.33			6.71
Weighted average discount rate
Weighted average discount rate - finance leases	3.08		%	3.23		%
Weighted average discount rate - operating leases	3.54		%	4.25		%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on the unaudited condensed consolidated balance sheet as of July 31, 2020:

(in thousands)	Operating leases		Financing leases
Year ending April 30,
2021	$	18,080	$	1,759
2022	20,889		1,508
2023	19,870		1,041
2024	17,977		864
2025	15,859		267
Thereafter	55,609		71
Total lease payments	148,284		5,510
Less imputed interest	(17,628)		(255)
Total lease liability	$	130,656	$	5,255
Current maturities	(19,566)		(2,087)
Lease liability - long-term	$	111,090	$	3,168
Lease assets	$	126,409	$	9,782

Leases

Leases

Operating Leases - ROU assets related to operating leases are presented as “Operating lease right-of-use assets” on the unaudited condensed consolidated balance sheet. Lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in “Short-term lease liability - operating” and “Long-term lease liability - operating” on the unaudited condensed consolidated balance sheets.

Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expensed as incurred and are not included in determining the present value.

Finance Leases - ROU assets related to finance leases are presented in "Property, plant and equipment, net” on the unaudited condensed consolidated balance sheet. Lease liabilities related to finance leases are presented in “Current maturities of long-term debt” and “Long-term debt, less current maturities” on the unaudited condensed consolidated balance sheet.

Finance lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The components of lease costs were as follows:

	Three months ended
	July 31,
(in thousands)	2020		2019
Finance lease cost:
Reduction in the carrying value of right-of-use assets	$	98	$	612
Interest on lease liabilities	14		53
Operating lease cost	6,706		5,344

Additional information related to leases was as follows:

	Three months ended
	July 31,
(in thousands)	2020			2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	14		$	53
Operating cash flows for operating leases	6,142			5,109
Financing cash flows for financing leases	92			589
Right-of-use assets obtained in exchange for new finance lease liabilities	109			485
Right-of-use assets obtained in exchange for new operating lease liabilities	155			21,118
Weighted average remaining lease term (years)
Weighted average remaining lease term - finance leases	3.22			3.52
Weighted average remaining lease term - operating leases	7.33			6.71
Weighted average discount rate
Weighted average discount rate - finance leases	3.08		%	3.23		%
Weighted average discount rate - operating leases	3.54		%	4.25		%

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on the unaudited condensed consolidated balance sheet as of July 31, 2020:

(in thousands)	Operating leases		Financing leases
Year ending April 30,
2021	$	18,080	$	1,759
2022	20,889		1,508
2023	19,870		1,041
2024	17,977		864
2025	15,859		267
Thereafter	55,609		71
Total lease payments	148,284		5,510
Less imputed interest	(17,628)		(255)
Total lease liability	$	130,656	$	5,255
Current maturities	(19,566)		(2,087)
Lease liability - long-term	$	111,090	$	3,168
Lease assets	$	126,409	$	9,782

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Restructuring

3 Months Ended

Jul. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

In the fourth quarter of fiscal 2020 and first quarter of fiscal 2021, the Company implemented nationwide reductions in force, which were substantially completed in the fourth quarter of fiscal 2020 and first quarter of fiscal 2021, respectively. During the first quarter of fiscal 2021, the Company recognized pre-tax restructuring charges of $1.7 million related to these reductions in force, which were primarily severance and separation costs.

During June 2020, the Company's Board of Directors approved the closure and eventual disposal of its manufacturing plant located in Humboldt, Tennessee. The Company expects to incur total pre-tax restructuring costs of $3.0 million to $5.0 million related to the closing of the plant, net of building proceeds. The restructuring costs consist of employee severance and separation costs of approximately $0.5 million to $1.0 million, and charges for accelerated depreciation on property, equipment and inventory write-offs of approximately $2.5 million to $4.0 million. The Company expects to recognize substantially all of these costs during fiscal 2021. Operations ceased at the Humboldt plant in July 2020. During the first quarter of fiscal 2021, the Company recognized pre-tax restructuring charges of $1.8 million related to the closure of the plant. Included in the $1.8 million of restructuring charges were $0.4 million of severance and separation costs and $1.4 million for equipment, inventory and facilities-related expenses.

A reserve for restructuring charges is included in accrued compensation and related expenses in the condensed consolidated balance sheets as of July 31, 2020 which relates to employee termination costs accrued but not yet paid as follows:

	July 31,
(in thousands)	2020
Restructuring reserve balance at May 1	$	189
Expense	1,667
Payments and adjustments	(1,002)
Restructuring reserve balance at July 31	$	854

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Other Information

3 Months Ended

Jul. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Other Information

Other Information

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission.  On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss.  As required by FASB Accounting Standards Codification Topic 450, “Contingencies,” the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible, and those that are deemed to be remote.  Where losses are deemed to be probable and

estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure.  In determining these loss range estimates, the Company considers known values of similar claims and consults with outside counsel.

The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims that were deemed to be either probable or reasonably possible was not material as of July 31, 2020.

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New Accounting Pronouncements Lessee Operating leases (Policies)	3 Months Ended
	Jul. 31, 2020
Accounting Policies [Abstract]
Leases	Operating Leases - ROU assets related to operating leases are presented as “Operating lease right-of-use assets” on the unaudited condensed consolidated balance sheet. Lease liabilities related to operating leases that are subject to the ASC 842 measurement requirements such as operating leases with lease terms greater than twelve months are presented in “Short-term lease liability - operating” and “Long-term lease liability - operating” on the unaudited condensed consolidated balance sheets.Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The discount rate used to determine the present value of the lease payments is the rate implicit in the lease unless that rate cannot be readily determined, in which case, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Operating lease ROU assets may also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may also include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The ROU asset includes any lease payments made and lease incentives received prior to the commencement date. The Company has lease arrangements with lease and non-lease components which are accounted for separately. Non-lease components of the lease payments are expensed as incurred and are not included in determining the present value.

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Stock-Based Compensation (Tables)

3 Months Ended

Jul. 31, 2020

Share-based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation Expense Allocated

For the three-month periods ended July 31, 2020 and 2019, stock-based compensation expense was allocated as follows: 

	Three Months Ended    July 31,
(in thousands)	2020		2019
Cost of sales and distribution	$	299	$	215
Selling and marketing expenses	(21)		208
General and administrative expenses	683		474
Stock-based compensation expense	$	961	$	897

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Customer Receivables (Tables)

3 Months Ended

Jul. 31, 2020

Accounts Receivable, after Allowance for Credit Loss [Abstract]

Components of Customer Receivables

The components of customer receivables were: 

	July 31,		April 30,
(in thousands)	2020		2020
Gross customer receivables	$	129,989	$	112,528
Less:
Allowance for doubtful accounts	(408)		(472)
Allowance for returns and discounts	(6,280)		(5,712)
Net customer receivables	$	123,301	$	106,344

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Inventories (Tables)

3 Months Ended

Jul. 31, 2020

Inventory, Net [Abstract]

Components of Inventories

The components of inventories were: 

	July 31,		April 30,
(in thousands)	2020		2020
Raw materials	$	50,869	$	51,460
Work-in-process	49,129		42,381
Finished goods	41,279		32,572
Total FIFO inventories	141,277		126,413
Reserve to adjust inventories to LIFO value	(14,577)		(14,577)
Total inventories	$	126,700	$	111,836

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Property, Plant and Equipment (Tables)

3 Months Ended

Jul. 31, 2020

Property, Plant and Equipment [Abstract]

Components Of Property, Plant And Equipment

The components of property, plant and equipment were:

	July 31,		April 30,
(in thousands)	2020		2020
Land	$	4,431	$	4,431
Buildings and improvements	120,995		120,819
Buildings and improvements - finance leases	11,636		11,636
Machinery and equipment	313,661		312,806
Machinery and equipment - finance leases	30,972		30,911
Construction in progress	9,158		8,164
	490,853		488,767
Less accumulated amortization and depreciation	(291,765)		(284,943)
Total	$	199,088	$	203,824

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Intangibles (Tables)

3 Months Ended

Jul. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Components of Intangible Assets

The components of customer relationship intangibles were:

	July 31,		April 30,
(in thousands)	2020		2020
Customer relationship intangibles	$	274,000	$	274,000
Less accumulated amortization	(117,972)		(106,556)
Total	$	156,028	$	167,444

The components of trademarks were:

	July 31,		April 30,
(in thousands)	2020		2020
Trademarks	$	10,000	$	10,000
Less accumulated amortization	(8,611)		(7,778)
Total	$	1,389	$	2,222

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Product Warranty (Tables)

3 Months Ended

Jul. 31, 2019

Product Warranties Disclosures [Abstract]

Schedule of Warranty Liability

The following is a reconciliation of the Company’s warranty liability, which is included in other accrued expenses on the unaudited condensed consolidated balance sheets: 

	Three Months Ended
	July 31,
(in thousands)	2020		2019
Beginning balance at May 1	$	3,753	$	4,616
Accrual	4,303		6,453
Settlements	(4,138)		(6,219)
Ending balance at July 31	$	3,918	$	4,850

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Pension Benefits (Tables)

3 Months Ended

Jul. 31, 2020

Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]

Net Periodic Pension (Benefit) Cost

Net periodic pension benefit cost consisted of the following for the three-month periods ended July 31, 2020 and 2019: 

	Three Months Ended
	July 31,
(in thousands)	2020		2019
Interest cost	$	1,165	$	1,493
Expected return on plan assets	(2,107)		(2,081)
Recognized net actuarial loss	440		423
Net periodic pension benefit	$	(502)	$	(165)

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Fair Value Measurements (Tables)

3 Months Ended

Jul. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value of Assets on Recurring Basis

The following table summarizes the fair value of assets and liabilities that are recorded in the Company’s consolidated financial statements as of July 31, 2020 and April 30, 2020 at fair value on a recurring basis (in thousands):

	Fair Value Measurements
	As of July 31, 2020
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	884	$	—	$	—
Foreign exchange forward contracts	—		153		—
Total assets at fair value	$	884	$	153	$	—
	As of April 30, 2020
	Level 1		Level 2		Level 3
ASSETS:
Mutual funds	$	773	$	—	$	—
LIABILITIES:
Foreign exchange forward contracts	$	—	$	(1,102)	$	—

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Revenue Recognition (Tables)

3 Months Ended

Jul. 31, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table disaggregates our consolidated revenue by major sales distribution channels for the three-months ended July 31, 2020 and 2019:

	Three months ended
	July 31,
(in thousands)	2020		2019
Home center retailers	$	173,995	$	198,751
Builders	164,348		172,589
Independent dealers and distributors	51,744		56,025
Net Sales	$	390,087	$	427,365

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Concentration of Risk (Tables)

3 Months Ended

Jul. 31, 2020

Risks and Uncertainties [Abstract]

Summary Of Percentage Of Sales

The following table summarizes the percentage of net sales attributable to the Company's two largest customers for the three- and three-months ended July 31, 2020 and 2019:

	Three months ended
	July 31,
	2020	2019
Customer A	27.7%	28.8%
Customer B	16.9%	17.7%

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Leases (Tables)

3 Months Ended

Jul. 31, 2020

Leases [Abstract]

Components of Lease Costs and Additional Information

The components of lease costs were as follows:

	Three months ended
	July 31,
(in thousands)	2020		2019
Finance lease cost:
Reduction in the carrying value of right-of-use assets	$	98	$	612
Interest on lease liabilities	14		53
Operating lease cost	6,706		5,344

Additional information related to leases was as follows:

	Three months ended
	July 31,
(in thousands)	2020			2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases	$	14		$	53
Operating cash flows for operating leases	6,142			5,109
Financing cash flows for financing leases	92			589
Right-of-use assets obtained in exchange for new finance lease liabilities	109			485
Right-of-use assets obtained in exchange for new operating lease liabilities	155			21,118
Weighted average remaining lease term (years)
Weighted average remaining lease term - finance leases	3.22			3.52
Weighted average remaining lease term - operating leases	7.33			6.71
Weighted average discount rate
Weighted average discount rate - finance leases	3.08		%	3.23		%
Weighted average discount rate - operating leases	3.54		%	4.25		%

Reconciliation of Future Undiscounted Cash Flows to Operating Lease Liabilities

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on the unaudited condensed consolidated balance sheet as of July 31, 2020:

(in thousands)	Operating leases		Financing leases
Year ending April 30,
2021	$	18,080	$	1,759
2022	20,889		1,508
2023	19,870		1,041
2024	17,977		864
2025	15,859		267
Thereafter	55,609		71
Total lease payments	148,284		5,510
Less imputed interest	(17,628)		(255)
Total lease liability	$	130,656	$	5,255
Current maturities	(19,566)		(2,087)
Lease liability - long-term	$	111,090	$	3,168
Lease assets	$	126,409	$	9,782

Reconciliation of Future Undiscounted Cash Flows to Finance Lease Liabilities

The following is a reconciliation of future undiscounted cash flows to the operating and finance lease liabilities, and the related ROU assets, presented on the unaudited condensed consolidated balance sheet as of July 31, 2020:

(in thousands)	Operating leases		Financing leases
Year ending April 30,
2021	$	18,080	$	1,759
2022	20,889		1,508
2023	19,870		1,041
2024	17,977		864
2025	15,859		267
Thereafter	55,609		71
Total lease payments	148,284		5,510
Less imputed interest	(17,628)		(255)
Total lease liability	$	130,656	$	5,255
Current maturities	(19,566)		(2,087)
Lease liability - long-term	$	111,090	$	3,168
Lease assets	$	126,409	$	9,782

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Restructuring Charges Restructuring Charges (Tables)

3 Months Ended

Jul. 31, 2020

Restructuring and Related Activities [Abstract]

Restructuring Charges Reserve

A reserve for restructuring charges is included in accrued compensation and related expenses in the condensed consolidated balance sheets as of July 31, 2020 which relates to employee termination costs accrued but not yet paid as follows:

	July 31,
(in thousands)	2020
Restructuring reserve balance at May 1	$	189
Expense	1,667
Payments and adjustments	(1,002)
Restructuring reserve balance at July 31	$	854

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Basis of Presentation (Details)	3 Months Ended
	Jul. 31, 2020 USD ($) $ / $	Jul. 31, 2019 USD ($)
Finite-Lived Intangible Assets [Line Items]
Impairment charges related to goodwill	$ 0	$ 0
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Impairment charges related to other intangible assets	0	$ 0
Foreign Exchange Forward | Not Designated as Hedging Instrument
Finite-Lived Intangible Assets [Line Items]
Derivative, notional amount	226,000,000.0
Foreign Exchange Forward | Not Designated as Hedging Instrument | Prepaid Expenses and Other Current Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Derivative asset, fair value, gross asset	$ 200,000
Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	3 years
Minimum | Foreign Exchange Forward | Not Designated as Hedging Instrument
Finite-Lived Intangible Assets [Line Items]
Derivative, forward exchange rate | $ / $	22.48
Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	6 years
Long | Maximum | Foreign Exchange Forward | Not Designated as Hedging Instrument
Finite-Lived Intangible Assets [Line Items]
Derivative, forward exchange rate | $ / $	23.42

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New Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020	May 01, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease right-of-use assets	$ 126,409	$ 127,668
Operating lease liabilities	$ 130,656
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease liabilities			$ 80,400

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Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Apr. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 961	$ 897
Liability for payment of the RSTUs	$ 48,693		$ 49,064
Employee Service-Based RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awarded in period (shares)	67,006
Vesting period	2 years
Employee Performance-Based RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awarded in period (shares)	124,374
Common stock issuable per RSU granted (shares)	1
Employee Performance-Based RSTUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units non vested grants (shares)	11,456
Employee Service-Based RSTUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units non vested grants (shares)	6,229
RSTUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Stock-based compensation expense	$ 300	$ 0
Liability for payment of the RSTUs	$ 400		$ 400
Cliff Vest [Member] | RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years

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Stock-Based Compensation (Stock-Based Compensation Expense Allocated) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 961	$ 897
Cost of Sales and Distribution [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	299	215
Selling and Marketing Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	(21)	208
General and Administrative Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 683	$ 474

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Customer Receivables (Components Of Customer Receivables ) (Details) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020
Accounts Receivable, after Allowance for Credit Loss [Abstract]
Gross customer receivables	$ 129,989	$ 112,528
Less:
Allowance for doubtful accounts	(408)	(472)
Allowance for returns and discounts	(6,280)	(5,712)
Net customer receivables	$ 123,301	$ 106,344

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Inventories (Components Of Inventories) (Details) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020
Inventory, Net [Abstract]
Raw materials	$ 50,869	$ 51,460
Work-in-process	49,129	42,381
Finished goods	41,279	32,572
Total FIFO inventories	141,277	126,413
Reserve to adjust inventories to LIFO value	(14,577)	(14,577)
Total inventories	126,700	111,836
Inventory carried under FIFO	78,700	66,000
Inventory carried under LIFO	$ 48,000	$ 45,800

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Apr. 30, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 490,853		$ 488,767
Less accumulated amortization and depreciation	(291,765)		(284,943)
Property, Plant and Equipment, Net, Total	199,088		203,824
Amortization and depreciation expense on property, plant and equipment	11,600	$ 9,100
Accumulated amortization on capital leases	32,800		32,300
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,431		4,431
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	120,995		120,819
Buildings and improvements - finance leases
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,636		11,636
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	313,661		312,806
Machinery and equipment - finance leases
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	30,972		30,911
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	9,158		$ 8,164
Manufacturing Facility
Property, Plant and Equipment [Line Items]
Amortization and depreciation expense on property, plant and equipment	$ 1,100

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Intangibles (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 274,000	$ 274,000
Less accumulated amortization	(117,972)	(106,556)
Intangibles, net	156,028	167,444
Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	10,000	10,000
Less accumulated amortization	(8,611)	(7,778)
Intangibles, net	$ 1,389	$ 2,222

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Intangibles (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 12.3	$ 12.3
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	6 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangible assets estimated useful lives	3 years

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Product Warranty (Schedule Of Warranty Liability) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Product Warranties Disclosures [Abstract]
Warranty claims period	2 months
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Beginning balance	$ 3,753	$ 4,616
Accrual	4,303	6,453
Settlements	(4,138)	(6,219)
Ending balance	$ 3,918	$ 4,850

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Pension Benefits (Net Periodic Pension Cost) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]
Interest cost	$ 1,165	$ 1,493
Expected return on plan assets	(2,107)	(2,081)
Recognized net actuarial loss	440	423
Net periodic pension benefit	$ (502)	$ (165)

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Pension Benefits (Narrative) (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jul. 31, 2020 plan	Apr. 30, 2020 plan	Oct. 31, 2019 USD ($)
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract]
Number of defined benefit pension plans | plan	1	2
Pension contribution | $			$ 0.5

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Fair Value Measurements (Fair Value Of Assets On Recurring Basis) (Details) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 884
Foreign exchange forward contracts		$ 0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	153
Foreign exchange forward contracts		(1,102)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0
Foreign exchange forward contracts		0
Foreign exchange forward contracts | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0
Foreign exchange forward contracts | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	153
Foreign exchange forward contracts | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0
Mutual funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	884	773
Mutual funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	0	0
Mutual funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents, at fair value	$ 0	$ 0

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Loans Payable and Long-Term Debt (Details)		3 Months Ended
	Dec. 29, 2017 USD ($)	Jul. 31, 2020 USD ($)	Apr. 30, 2020 USD ($)	Jan. 31, 2020	Feb. 12, 2018 USD ($)
Debt Instrument, Covenant One
Debt Instrument [Line Items]
Debt additional covenant, maximum total funded debt to EBITDA ratio, unlimited restricted payment permitted		3.00
Credit Agreement [Member]
Debt Instrument [Line Items]
Debt covenant, maximum total funded debt to EBITDA ratio				3.25
Debt covenant, maximum total funded debt to EBITDA ratio, qualified acquisition		3.75
Debt covenant, minimum fixed charge coverage ratio		1.25
Total funded debt to EBITDA ratio		2.69
Fixed charge coverage ratio		4.84
Credit Agreement [Member] | Debt Instrument, Covenant Two
Debt Instrument [Line Items]
Debt additional covenant, maximum total funded debt to EBITDA ratio, unlimited restricted payment permitted		2.75
Debt additional covenant, maximum unlimited restricted payments permitted		$ 50,000,000
Loans Payable [Member] | Initial Term Loan [Member]
Debt Instrument [Line Items]
Debt term	5 years
Debt instrument, face amount	$ 250,000,000
Proceeds from loan	250,000,000
Outstanding on the Initial Term Loan		122,000,000
Loans Payable [Member] | Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	250,000,000
Outstanding on the Initial Term Loan		125,000,000	$ 170,000,000
Loans Payable [Member] | Initial Term Loan and Delayed Draw Loan [Member]
Debt Instrument [Line Items]
Outstanding on the Initial Term Loan		244,000,000
Senior Notes [Member] | 4.875% Senior Notes Due 2026 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount					$ 350,000,000
Debt Instrument, Interest Rate, Stated Percentage					4.875%
Secured Debt [Member] | RSI Notes [Member]
Debt Instrument [Line Items]
Long-term Debt		350,000,000
Long-term Debt, Fair Value		357,500,000
Revolving loan facility [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 100,000,000
Debt term	5 years
Outstanding on the Revolving Facility		$ 0	$ 0
Credit facility, commitment fee percentage		0.175%
Letter of Credit [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 25,000,000
Base Rate [Member] | Revolving loan facility [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.50%
London Interbank Offered Rate (LIBOR) [Member] | Revolving loan facility [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.50%

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Income Tax Disclosure [Abstract]
Effective income tax rate (as a percent)	26.60%	26.00%
Income tax expense (benefit) related to stock-based compensation transactions	$ 0.2	$ (0.1)

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Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 390,087	$ 427,365
Home center retailers
Disaggregation of Revenue [Line Items]
Net sales	173,995	198,751
Builders
Disaggregation of Revenue [Line Items]
Net sales	164,348	172,589
Independent dealers and distributors
Disaggregation of Revenue [Line Items]
Net sales	$ 51,744	$ 56,025

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Concentration of Risk (Details)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Customer receivables | Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	29.00%	29.30%
Customer receivables | Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	25.10%	20.40%
Sales revenue, gross | Customer A
Concentration Risk [Line Items]
Concentration risk (as a percent)	27.70%	28.80%
Sales revenue, gross | Customer B
Concentration Risk [Line Items]
Concentration risk (as a percent)	16.90%	17.70%

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Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Finance lease cost:
Reduction in the carrying value of right-of-use assets	$ 98	$ 612
Interest on lease liabilities	14	53
Operating lease cost	$ 6,706	$ 5,344

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Leases - Additional Information Related to Leases (Details) - USD ($)	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities [Abstract]
Operating cash flows for finance leases	$ 14,000	$ 53,000
Operating cash flows for operating leases	6,142,000	5,109,000
Financing cash flows for financing leases	92,000	589,000
Right-of-use assets obtained in exchange for new finance lease liabilities	109	485
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 155	$ 21,118
Weighted average remaining lease term (years)
Weighted average remaining lease term - finance leases	3 years 2 months 19 days	3 years 6 months 7 days
Weighted average remaining lease term - operating leases	7 years 3 months 29 days	6 years 8 months 15 days
Weighted average discount rate
Weighted average discount rate - finance leases (as a percent)	3.08%	3.23%
Weighted average discount rate - operating leases (as a percent)	3.54%	4.25%

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Leases - Reconciliation of Future Undiscounted Cash Flows to Operating and Finance Leases (Details) - USD ($) $ in Thousands	Jul. 31, 2020	Apr. 30, 2020
Operating leases
2020	$ 18,080
2021	20,889
2022	19,870
2023	17,977
2024	15,859
Thereafter	55,609
Total lease payments	148,284
Less imputed interest	(17,628)
Total lease liability	130,656
Current maturities	(19,566)	$ (18,896)
Lease liability - long-term	111,090	112,454
Lease assets	126,409	$ 127,668
Financing leases
2020	1,759
2021	1,508
2022	1,041
2023	864
2024	267
Thereafter	71
Total lease payments	5,510
Less imputed interest	(255)
Finance Lease, Liability	5,255
Current maturities	(2,087)
Lease liability - long-term	3,168
Lease assets	$ 9,782

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Leases - Future Minimum Lease Payments Under ASC Topic 840 (Details)	Apr. 30, 2020
Minimum
Lessee, Lease, Description [Line Items]
Capital leases, interest (as a percent)	2.00%
Maximum
Lessee, Lease, Description [Line Items]
Capital leases, interest (as a percent)	6.50%

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Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019	Jun. 30, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	$ 3,460	$ (19)
Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	1,800
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	1,667
Employee Severance | Nationwide Reductions In Force
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	1,700
Employee Severance | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	400
Other Restructuring | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Restructuring charges, net	$ 1,400
Minimum | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs			$ 3,000
Minimum | Employee Severance | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs			500
Minimum | Other Restructuring | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs			2,500
Maximum | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs			5,000
Maximum | Employee Severance | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs			1,000
Maximum | Other Restructuring | Manufacturing Plant Closure
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs			$ 4,000

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Restructuring - Restructuring Charges Reserve (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2020	Jul. 31, 2019
Restructuring Reserve [Roll Forward]
Expense	$ 3,460	$ (19)
Employee Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve balance at May 1	189
Expense	1,667
Payments and adjustments	(1,002)
Restructuring reserve balance at July 31	$ 854

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Label	Element	Value
Stock Issued During Period, Value, Stock Options Exercised	us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised	$ (1,050,000)
Stock Issued During Period, Value, Stock Options Exercised	us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised	(534,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	327,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	315,000
Stock Issued During Period, Value, Employee Benefit Plan	us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan	3,743,000
Stock Issued During Period, Value, Employee Benefit Plan	us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan	3,772,000
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition	961,000
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition	897,000
Retained Earnings [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	408,766,000
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	317,420,000
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	344,301,000
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	26,881,000
Net Income (Loss) Attributable to Parent	us-gaap_NetIncomeLoss	16,485,000
Common Stock [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	356,043,000
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	352,424,000
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	$ 363,600,000
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	16,849,026
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	16,915,670
Common Stock, Shares, Outstanding	us-gaap_CommonStockSharesOutstanding	16,988,340
Stock Issued During Period, Value, Stock Options Exercised	us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised	$ (534,000)
Stock Issued During Period, Value, Stock Options Exercised	us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised	(1,050,000)
Stock Issued During Period, Value, Employee Benefit Plan	us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan	3,772,000
Stock Issued During Period, Value, Employee Benefit Plan	us-gaap_StockIssuedDuringPeriodValueEmployeeBenefitPlan	3,743,000
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition	897,000
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition	$ 961,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised	16,212
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised	20,923
Stock Issued During Period, Shares, Employee Benefit Plan	us-gaap_StockIssuedDuringPeriodSharesEmployeeBenefitPlan	45,591
Stock Issued During Period, Shares, Employee Benefit Plan	us-gaap_StockIssuedDuringPeriodSharesEmployeeBenefitPlan	45,721
AOCI Attributable to Parent [Member]
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	$ (49,491,000)
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	(49,176,000)
Stockholders' Equity Attributable to Parent	us-gaap_StockholdersEquity	(50,846,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	315,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	$ 327,000