8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2021

American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia	000-14798	54-1138147
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

561 Shady Elm Road,	Winchester,	Virginia	22602
(Address of principal executive offices			(Zip Code)

Registrant’s telephone number, including area code: (540) 665-9100

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock (no par value)	AMWD	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

American Woodmark Corporation

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 27, 2021, the Registrant issued a press release announcing results for its fourth quarter of fiscal year 2021 ended April 30, 2021. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit 99.1    Registrant’s Press Release dated May 27, 2021.

Exhibit 104    Cover Page Interactive Data File (embedded within Inline XBRL document)

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	/s/ M. SCOTT CULBRETH
Paul Joachimczyk	M. Scott Culbreth
Vice President and Chief Financial Officer	President & Chief Executive Officer
Date: May 27, 2021	Date: May 27, 2021
Signing on behalf of the registrant and as principal financial officer	Signing on behalf of the registrant and as principal executive officer

EX-99.1

Exhibit 99.1

P. O. Box 1980

Winchester, VA 22604-8090

Contact: Kevin Dunnigan
Treasury Director
540-665-9100

AMERICAN WOODMARK CORPORATION ANNOUNCES FOURTH QUARTER RESULTS AND AUTHORIZATION OF A $100 MILLION STOCK BUYBACK PROGRAM

WINCHESTER, Virginia (May 27, 2021) -- American Woodmark Corporation (NASDAQ: AMWD) (the "Company") today announced results for its fourth fiscal quarter ended April 30, 2021.

Net sales for the fourth fiscal quarter increased $74.2 million, or 18.6%, to $473.4 million compared with the same quarter of the prior fiscal year. The Company experienced double-digit growth across all channels (repair and remodel and new construction) during the fourth quarter of fiscal 2021 as market demand recovered with consumer confidence remaining strong. Net sales for the current fiscal year increased $93.7 million, or 5.7%, to $1,744.0 million from the prior fiscal year.

Net income was $2.8 million ($0.17 per diluted share) for the fourth quarter of fiscal 2021 compared with $13.0 million ($0.77 per diluted share) in the same quarter of the prior fiscal year. Net income for the fourth quarter of fiscal 2021 decreased $10.2 million due to a pre-tax loss on debt modification of $13.8 million and higher material and logistics costs, offset by an increase in net sales. Net income for the current fiscal year was $58.8 million ($3.45 per diluted share) compared with $74.9 million ($4.42 per diluted share) for the prior fiscal year. Net income for fiscal 2021 decreased primarily due to a pre-tax loss on debt modification of $13.8 million. The Company also incurred net pre-tax restructuring costs of $5.8 million during fiscal 2021 related to the permanent layoffs due to COVID-19 announced in the fourth quarter of fiscal 2020 and the first quarter of fiscal 2021 and the closure of its Humboldt, Tennessee manufacturing plant announced in June 2020. Adjusted EPS per diluted share was $1.28 for the fourth quarter of fiscal 2021 compared with $1.33 in the same quarter of the prior fiscal year and $6.40 for the current fiscal year compared with $6.59 for the prior fiscal year.

Adjusted EBITDA for the fourth fiscal quarter was $47.2 million, or 10.0% of net sales, compared to $53.4 million, or 13.4% of net sales, for the same quarter of the prior fiscal year. Adjusted EBITDA for the current fiscal year was $223.2 million, or 12.8% of net sales, compared to $236.0 million, or 14.3% of net sales, for the prior fiscal year.

“During the fourth quarter of fiscal 2021, our teams delivered exceptional sales growth across all channels and were able to restructure our debt to increase liquidity and reduce interest expense," said Scott Culbreth, President and CEO. "Our focus remains on increasing production to match the strong demand environment and mitigate inflationary pressures in material, logistics and labor through pricing and productivity."

Cash provided by operating activities for the current fiscal year was $151.8 million and free cash flow totaled $105.4 million. As of April 30, 2021, the Company had $91.1 million of cash on hand with $243.8 million term loan debt and $264 million drawn on the revolving credit facility plus access to $236 million of additional availability under its revolving credit facility. The Company paid down $80 million of its term loan facility during the current fiscal year and completed $20.0 million of share repurchases.

On May 25, 2021, the Board of Directors authorized a stock repurchase program of up to $100 million of the Company's outstanding common shares. In conjunction with this authorization the Board of Directors cancelled the $50 million existing authorization, of which the Company had repurchased $20 million in the fourth quarter of fiscal 2021. Any repurchases under the stock repurchase program are subject to market conditions, the Company’s cash requirements for other purposes, compliance with applicable laws and regulations and contractual covenants and any other factors management may deem relevant at the time of such repurchases. The Company is not obligated to make any stock repurchases in the future.

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AMWD Announces Fourth Quarter Results

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May 27, 2021

About American Woodmark

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, builders and through a network of independent dealers and distributors.  At April 30, 2021, the Company operated seventeen manufacturing facilities in the United States and Mexico and eight primary service centers and one distribution center located throughout the United States.

Use of Non-GAAP Financial Measures

We have presented certain financial measures in this press release which have not been prepared in accordance with U.S. generally accepted accounting principles (GAAP). Definitions of our non-GAAP financial measures and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP are provided below following the financial highlights under the heading "Non-GAAP Financial Measures." 

Safe harbor statement under the Private Securities Litigation Reform Act of 1995: All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, those described in the Company's filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

(AMWD-ER)

AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
		Three Months Ended				Twelve Months Ended
		April 30				April 30
		2021		2020		2021		2020
Net sales		$	473,390	$	399,197	$	1,744,014	$	1,650,333
Cost of sales & distribution		399,584		323,928		1,424,739		1,321,147
	Gross profit	73,806		75,269		319,275		329,186
Sales & marketing expense		26,096		21,069		89,464		83,608
General & administrative expense		25,869		27,088		112,283		113,334
Restructuring charges, net		444		189		5,848		(18)
	Operating income	21,397		26,923		111,680		132,262
Interest expense, net		5,371		6,579		23,128		29,027
Other expense, net		14,045		3,386		11,117		2,687
Income tax (benefit) expense		(846)		3,945		18,672		25,687
	Net income	$	2,827	$	13,013	$	58,763	$	74,861
Earnings Per Share:
Weighted average shares outstanding - diluted		17,022,472		16,965,119		17,036,730		16,952,480
Net income per diluted share		$	0.17	$	0.77	$	3.45	$	4.42

AMWD Announces Fourth Quarter Results

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May 27, 2021

Condensed Consolidated Balance Sheet
(Unaudited)
		April 30		April 30
		2021		2020
Cash & cash equivalents		$	91,071	$	97,059
Customer receivables		146,866		106,344
Inventories		140,282		111,836
Other current assets		13,861		9,933
	Total current assets	392,080		325,172
Property, plant & equipment, net		204,002		203,824
Operating lease assets, net		123,118		127,668
Trademarks, net		—		2,222
Customer relationship intangibles, net		121,778		167,444
Goodwill		767,612		767,612
Other assets		27,924		28,864
	Total assets	$	1,636,514	$	1,622,806
Current portion - long-term debt		$	8,322	$	2,216
Short-term operating lease liabilities		19,994		18,896
Accounts payable & accrued expenses		192,131		134,494
	Total current liabilities	220,447		155,606
Long-term debt		513,450		594,921
Deferred income taxes		38,348		52,935
Long-term operating lease liabilities		109,628		112,454
Other liabilities		11,745		6,352
	Total liabilities	893,618		922,268
Stockholders' equity		742,896		700,538
	Total liabilities & stockholders' equity	$	1,636,514	$	1,622,806

Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Twelve Months Ended
	April 30
	2021		2020
Net cash provided by operating activities	$	151,763	$	177,542
Net cash used by investing activities	(42,429)		(38,916)
Net cash used by financing activities	(115,322)		(99,223)
Net increase (decrease) in cash and cash equivalents	(5,988)		39,403
Cash and cash equivalents, beginning of period	97,059		57,656
Cash and cash equivalents, end of period	$	91,071	$	97,059

AMWD Announces Fourth Quarter Results

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May 27, 2021

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.

Management believes all of 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 acquisition of RSI Home Products, Inc. ("RSI acquisition") and the subsequent restructuring charges that the Company incurred related to the RSI acquisition, (2) non-recurring restructuring charges, (3) the amortization of customer relationship intangibles and trademarks, (4) net gain/loss on debt forgiveness and modification and (5) the tax benefit of RSI acquisition expenses and subsequent restructuring charges, the net gain/loss 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.

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 the subsequent restructuring charges that the Company incurred related to the acquisition, (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/loss 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.

Free cash flow

To better understand trends in our business, we believe that it is helpful to subtract amounts for capital expenditures consisting of cash payments for property, plant and equipment and cash payments for investments in displays from cash flows from continuing operations which is how we define free cash flow. Management believes this measure gives investors an additional perspective on cash flow from operating activities in excess of amounts required for reinvestment. It also provides a measure of our ability to repay our debt obligations.

Net leverage

Net leverage is a performance measure that we believe provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.

AMWD Announces Fourth Quarter Results

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May 27, 2021

We define net leverage as net debt (total debt less cash and cash equivalents) divided by the trailing 12 months Adjusted EBITDA.

A reconciliation of these non-GAAP financial measures and the most directly comparable measures calculated and presented in accordance with GAAP are set forth on the following tables:

Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
	Three Months Ended						Twelve Months Ended
	April 30						April 30
(in thousands)	2021			2020			2021			2020
Net income (GAAP)	$	2,827		$	13,013		$	58,763		$	74,861
Add back:
Income tax (benefit) expense	(846)			3,945			18,672			25,687
Interest expense, net	5,371			6,579			23,128			29,027
Depreciation and amortization expense	12,390			12,901			51,100			49,513
Amortization of customer relationship intangibles and trademarks	11,417			12,250			47,889			49,000
EBITDA (Non-GAAP)	$	31,159		$	48,688		$	199,552		$	228,088
Add back:
Acquisition and restructuring related expenses (1)	20			61			174			32
Non-recurring restructuring charges, net (2)	444			189			5,848			189
Net loss on debt modification	13,792			—			13,792			—
Change in fair value of foreign exchange forward contracts (3)	618			1,346			(1,102)			1,102
Stock-based compensation expense	1,055			867			4,598			3,989
Loss on asset disposal	149			2,279			384			2,629
Adjusted EBITDA (Non-GAAP)	$	47,237		$	53,430		$	223,246		$	236,029
Net Sales	$	473,390		$	399,197		$	1,744,014		$	1,650,333
Adjusted EBITDA margin (Non-GAAP)	10.0		%	13.4		%	12.8		%	14.3		%

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

(2) Non-recurring 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 fiscal year ended April 30, 2021 includes accelerated depreciation expense of $1.3 million and gain on asset disposal of $2.2 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 in the operating results.

AMWD Announces Fourth Quarter Results

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May 27, 2021

Reconciliation of Net Income to Adjusted Net Income
	Three Months Ended				Twelve Months Ended
	April 30				April 30
(in thousands, except share data)	2021		2020		2021		2020
Net income (GAAP)	$	2,827	$	13,013	$	58,763	$	74,861
Add back:
Acquisition and restructuring related expenses	20		61		174		32
Non-recurring restructuring charges, net	444		189		5,848		189
Amortization of customer relationship intangibles and trademarks	11,417		12,250		47,889		49,000
Net loss on debt modification	13,792		—		13,792		—
Tax benefit of add backs	(6,749)		(2,978)		(17,467)		(12,305)
Adjusted net income (Non-GAAP)	$	21,751	$	22,535	$	108,999	$	111,777
Weighted average diluted shares	17,022,472		16,965,119		17,036,730		16,952,480
Adjusted EPS per diluted share (Non-GAAP)	$	1.28	$	1.33	$	6.40	$	6.59

Free Cash Flow
	Twelve Months Ended
	April 30,
	2021		2020
Cash provided by operating activities	$	151,763	$	177,542
Less: Capital expenditures (1)	46,318		40,739
Free cash flow	$	105,445	$	136,803

(1) Capital expenditures consist of cash payments for property, plant and equipment and cash payments for investments in displays.

AMWD Announces Fourth Quarter Results

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May 27, 2021

Net Leverage
	Twelve Months Ended
	April 30
(in thousands)	2021
Net income (GAAP)	$	58,763
Add back:
Income tax expense	18,672
Interest expense, net	23,128
Depreciation and amortization expense	51,100
Amortization of customer relationship intangibles and trademarks	47,889
EBITDA (Non-GAAP)	$	199,552
Add back:
Acquisition and restructuring related expenses (1)	174
Non-recurring restructuring charges, net (2)	5,848
Net loss on debt modification	13,792
Change in fair value of foreign exchange forward contracts (3)	(1,102)
Stock-based compensation expense	4,598
Loss on asset disposal	384
Adjusted EBITDA (Non-GAAP)	$	223,246
	As of
	April 30
	2021
Current maturities of long-term debt	$	8,322
Long-term debt, less current maturities	513,450
Total debt	521,772
Less: cash and cash equivalents	(91,071)
Net debt	$	430,701
Net leverage (4)	1.93

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

(2) Non-recurring 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.

(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 in the operating results.

(4) Net debt divided by Adjusted EBITDA for the twelve months ended April 30, 2021.

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XML

Cover Page	May 27, 2021
Cover [Abstract]
Entity Registrant Name	American Woodmark Corporation
Entity Central Index Key	0000794619
Entity Address, Address Line One	561 Shady Elm Road,
Entity Incorporation, State or Country Code	VA
Document Type	8-K
Document Period End Date	May 27, 2021
City Area Code	540
Local Phone Number	665-9100
Entity File Number	000-14798
Entity Tax Identification Number	54-1138147
Entity Address, City or Town	Winchester,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22602
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false