8-K
AMERICAN WOODMARK CORP (AMWD)
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): February 25, 2020
| 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)) |
| --- | --- |
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 February 25, 2020, the Registrant issued a press release announcing results for its third quarter of fiscal year 2020 ended January 31, 2020. 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 99.1Registrant’s Press Release dated February 25, 2020.
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/ M. SCOTT CULBRETH | /s/ S. CARY DUNSTON |
|---|---|
| M. Scott Culbreth | S. Cary Dunston |
| Senior Vice President and Chief Financial Officer | Chairman & Chief Executive Officer |
| Date: February 25, 2020 | Date: February 25, 2020 |
| Signing on behalf of the registrant and as principal financial officer | Signing on behalf of the registrant and as principal executive officer |
Exhibit
Exhibit 99.1
| P. O. Box 1980 | |
|---|---|
| Winchester, VA 22604-8090 | |
| Contact: | Kevin Dunnigan<br><br>Treasury Director<br><br>540-665-9100 |
| --- | --- |
| AMERICAN WOODMARK CORPORATION ANNOUNCES THIRD QUARTER RESULTS | |
| --- |
WINCHESTER, Virginia (February 25, 2020) -- American Woodmark Corporation (NASDAQ: AMWD) (the "Company") today announced results for its third fiscal quarter ended January 31, 2020.
Net sales for the third fiscal quarter increased 3.0% to $395.8 million compared with the same quarter of the prior fiscal year. The Company experienced growth in the builder and home center channels during the third quarter of fiscal year 2020. Net sales for the first nine months of the current fiscal year increased 1.1% to $1,251.1 million from the comparable period of the prior fiscal year. The Company experienced growth in the builder channel during the first nine months of fiscal year 2020, which was partially offset by declines in the home center and independent dealers and distributors channels.
Net income was $12.8 million ($0.75 per diluted share) for the third quarter of the current fiscal year compared with $18.4 million ($1.07 per diluted share) in the same quarter of the prior fiscal year. Net income for the current quarter was negatively impacted by tariffs, particleboard supply disruption costs and expenses related to the completion of our facility move in California. Net income for the first nine months of the current fiscal year was $61.8 million ($3.65 per diluted share) compared with $61.7 million ($3.53 per diluted share) for the same period of the prior fiscal year. Adjusted EPS per diluted share was $1.30 for the third quarter of the current fiscal year compared with $1.40 in the same quarter of the prior fiscal year and $5.27 for the first nine months of the current fiscal year compared with $5.05 for the same period of the prior fiscal year.
Adjusted EBITDA for the third fiscal quarter was $50.1 million, or 12.7% of net sales, compared to $52.2 million, or 13.6% of net sales, for the same quarter of the prior fiscal year. Adjusted EBITDA for the first nine months of the fiscal year was $182.6 million, or 14.6% of net sales, compared to $181.1 million, or 14.6% of net sales, for the same period of the prior fiscal year.
“Although we believe we experienced good growth relative to the market, our third fiscal quarter financials proved to be challenging due to ongoing volatility in the market and a more prominent impact from cost headwinds,” said Cary Dunston, Chairman and CEO. “We had solid growth within our builder, dealer and stock home center businesses, which was partially offset by a decline in our made-to-order home center business. Margins were challenged due to the completion of our facility move in California and the continued cost associated with tariffs and particle board disruption.”
Cash provided by operating activities for the first nine months of the current fiscal year was $112.2 million and free cash flow totaled $80.2 million. The Company paid down $90.0 million of its term loan facility during the first nine months of the current fiscal year.
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 January 31, 2020, the Company operated eighteen manufacturing facilities in the United States and Mexico and eight primary service centers located throughout the United States.
AMWD Announces Third Quarter Results
Page 2
February 25, 2020
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.
| AMERICAN WOODMARK CORPORATION | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unaudited Financial Highlights | |||||||||||||
| (in thousands, except share data) | |||||||||||||
| Operating Results | |||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||
| January 31 | January 31 | ||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||
| Net sales | $ | 395,755 | $ | 384,080 | $ | 1,251,136 | $ | 1,237,920 | |||||
| Cost of sales & distribution | 323,407 | 307,227 | 997,219 | 978,569 | |||||||||
| Gross profit | 72,348 | 76,853 | 253,917 | 259,351 | |||||||||
| Sales & marketing expense | 21,401 | 22,215 | 62,539 | 68,139 | |||||||||
| General & administrative expense | 26,914 | 27,462 | 86,246 | 86,010 | |||||||||
| Restructuring charges | — | 26 | (207 | ) | 2,061 | ||||||||
| Operating income | 24,033 | 27,150 | 105,339 | 103,141 | |||||||||
| Interest expense, net | 6,924 | 8,836 | 22,448 | 27,204 | |||||||||
| Other (income) expense, net | (165 | ) | (5,812 | ) | (699 | ) | (6,137 | ) | |||||
| Income tax expense | 4,470 | 5,717 | 21,742 | 20,410 | |||||||||
| Net income | $ | 12,804 | $ | 18,409 | $ | 61,848 | $ | 61,664 | |||||
| Earnings Per Share: | |||||||||||||
| Weighted average shares outstanding - diluted | 16,974,956 | 17,216,327 | 16,947,449 | 17,466,936 | |||||||||
| Net income per diluted share | $ | 0.75 | $ | 1.07 | $ | 3.65 | $ | 3.53 |
AMWD Announces Third Quarter Results
Page 3
February 25, 2020
| Condensed Consolidated Balance Sheet | |||||
|---|---|---|---|---|---|
| (Unaudited) | |||||
| January 31 | April 30 | ||||
| 2020 | 2019 | ||||
| Cash & cash equivalents | $ | 47,063 | $ | 57,656 | |
| Investments - certificates of deposit | — | 1,500 | |||
| Customer receivables | 122,353 | 125,901 | |||
| Inventories | 121,930 | 108,528 | |||
| Income taxes receivable | 6,238 | 1,009 | |||
| Other current assets | 14,627 | 11,441 | |||
| Total current assets | 312,211 | 306,035 | |||
| Property, plant & equipment, net | 208,780 | 208,263 | |||
| Operating lease assets, net | 90,530 | — | |||
| Trademarks, net | 3,056 | 5,555 | |||
| Customer relationship intangibles, net | 178,861 | 213,111 | |||
| Goodwill | 767,612 | 767,612 | |||
| Other assets | 32,784 | 29,355 | |||
| Total assets | $ | 1,593,834 | $ | 1,529,931 | |
| Current portion - long-term debt | $ | 2,309 | $ | 2,286 | |
| Short-term operating lease liabilities | 20,837 | — | |||
| Accounts payable & accrued expenses | 146,056 | 147,304 | |||
| Total current liabilities | 169,202 | 149,590 | |||
| Long-term debt | 600,573 | 689,205 | |||
| Deferred income taxes | 56,634 | 64,749 | |||
| Long-term operating lease liabilities | 73,297 | — | |||
| Other liabilities | 4,843 | 6,034 | |||
| Total liabilities | 904,549 | 909,578 | |||
| Stockholders' equity | 689,285 | 620,353 | |||
| Total liabilities & stockholders' equity | $ | 1,593,834 | $ | 1,529,931 |
AMWD Announces Third Quarter Results
Page 4
February 25, 2020
| Condensed Consolidated Statements of Cash Flows | ||||||
|---|---|---|---|---|---|---|
| (Unaudited) | ||||||
| Nine Months Ended | ||||||
| January 31 | ||||||
| 2020 | 2019 | |||||
| Net cash provided by operating activities | $ | 112,208 | $ | 137,950 | ||
| Net cash used by investing activities | (30,213 | ) | (31,299 | ) | ||
| Net cash used by financing activities | (92,588 | ) | (143,052 | ) | ||
| Net decrease in cash and cash equivalents | (10,593 | ) | (36,401 | ) | ||
| Cash and cash equivalents, beginning of period | 57,656 | 78,410 | ||||
| Cash and cash equivalents, end of period | $ | 47,063 | $ | 42,009 |
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, 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 subsequent restructuring charges, (2) the amortization of customer relationship intangibles and trademarks, (3) net gain on debt forgiveness and modification and (4) 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) stock-based compensation expense, (7) gain/loss on asset disposals, (8) change in fair value of foreign exchange forward contracts and (9) 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.
AMWD Announces Third Quarter Results
Page 5
February 25, 2020
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.
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 Adjusted Non-GAAP Financial Measures to the GAAP Equivalents | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | |||||||||||
| January 31 | January 31 | |||||||||||
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||
| Net income (GAAP) | $ | 12,804 | $ | 18,409 | $ | 61,848 | $ | 61,664 | ||||
| Add back: | ||||||||||||
| Income tax expense | 4,470 | 5,717 | 21,742 | 20,410 | ||||||||
| Interest expense, net | 6,924 | 8,836 | 22,448 | 27,204 | ||||||||
| Depreciation and amortization expense | 12,585 | 11,308 | 36,612 | 33,534 | ||||||||
| Amortization of customer relationship intangibles | ||||||||||||
| and trademarks | 12,250 | 12,250 | 36,750 | 36,750 | ||||||||
| EBITDA (Non-GAAP) | $ | 49,033 | $ | 56,520 | $ | 179,400 | $ | 179,562 | ||||
| Add back: | ||||||||||||
| Acquisition related expenses (1) | 60 | 593 | (29 | ) | 4,002 | |||||||
| Change in fair value of foreign exchange forward | ||||||||||||
| contracts (2) | (148 | ) | (490 | ) | (244 | ) | (291 | ) | ||||
| Net gain on debt forgiveness and modification (3) | — | (5,171 | ) | — | (5,171 | ) | ||||||
| Stock-based compensation expense | 1,047 | 668 | 3,122 | 2,290 | ||||||||
| Loss on asset disposal | 133 | 76 | 350 | 661 | ||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 50,125 | $ | 52,196 | $ | 182,599 | $ | 181,053 | ||||
| Net Sales | $ | 395,755 | $ | 384,080 | $ | 1,251,136 | $ | 1,237,920 | ||||
| Adjusted EBITDA margin (Non-GAAP) | 12.7 | % | 13.6 | % | 14.6 | % | 14.6 | % |
(1) Acquisition related expenses are comprised of expenses related to the acquisition of RSI Home Products, Inc. and the subsequent restructuring charges that the Company incurred.
(2) 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 expense (income) in the operating results.
AMWD Announces Third Quarter Results
Page 6
February 25, 2020
(3) The Company had loans and interest forgiven relating to four separate economic development loans totaling $5.5 million and the Company incurred $0.3 million in loan modification expense with amendment to the credit agreement during the third quarter of fiscal 2019.
| Reconciliation of Net Income to Adjusted Net Income | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | |||||||||||
| January 31 | January 31 | |||||||||||
| (in thousands, except share data) | 2020 | 2019 | 2020 | 2019 | ||||||||
| Net income (GAAP) | $ | 12,804 | $ | 18,409 | $ | 61,848 | $ | 61,664 | ||||
| Add back: | ||||||||||||
| Acquisition related expenses | 60 | 593 | (29 | ) | 4,002 | |||||||
| Amortization of customer relationship intangibles | ||||||||||||
| and trademarks | 12,250 | 12,250 | 36,750 | 36,750 | ||||||||
| Net gain on debt forgiveness and modification | — | (5,171 | ) | — | (5,171 | ) | ||||||
| Tax benefit of add backs | (3,127 | ) | (1,972 | ) | (9,327 | ) | (9,061 | ) | ||||
| Adjusted net income (Non-GAAP) | $ | 21,987 | $ | 24,109 | $ | 89,242 | $ | 88,184 | ||||
| Weighted average diluted shares | 16,974,956 | 17,216,327 | 16,947,449 | 17,466,936 | ||||||||
| Adjusted EPS per diluted share (Non-GAAP) | $ | 1.30 | $ | 1.40 | $ | 5.27 | $ | 5.05 | ||||
| Free Cash Flow | ||||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Nine Months Ended | ||||||||||||
| January 31 | ||||||||||||
| 2020 | 2019 | |||||||||||
| Cash provided by operating activities | $ | 112,208 | $ | 137,950 | ||||||||
| Less: Capital expenditures (1) | 32,034 | 31,756 | ||||||||||
| Free cash flow | $ | 80,174 | $ | 106,194 |
(1) Capital expenditures consist of cash payments for property, plant and equipment and cash payments for investments in displays. During the first nine months of fiscal 2020 and 2019, approximately $0.6 million and $6.6 million, respectively, in cash outflows were incurred related to the new company headquarters.
AMWD Announces Third Quarter Results
Page 7
February 25, 2020
| Net Leverage | |||
|---|---|---|---|
| Twelve Months Ended | |||
| January 31 | |||
| (in thousands) | 2020 | ||
| Net income (GAAP) | $ | 83,872 | |
| Add back: | |||
| Income tax expense | 28,532 | ||
| Interest expense, net | 30,896 | ||
| Depreciation and amortization expense | 48,524 | ||
| Amortization of customer relationship intangibles | |||
| and trademarks | 49,000 | ||
| EBITDA (Non-GAAP) | $ | 240,824 | |
| Add back: | |||
| Acquisition related expenses (1) | 85 | ||
| Change in fair value of foreign exchange forward contracts (2) | 47 | ||
| Net gain on debt forgiveness and modification (3) | (95 | ) | |
| Stock-based compensation expense | 3,873 | ||
| Loss on asset disposal | 1,662 | ||
| Adjusted EBITDA (Non-GAAP) | $ | 246,396 | |
| As of | |||
| January 31 | |||
| 2020 | |||
| Current maturities of long-term debt | $ | 2,309 | |
| Long-term debt, less current maturities | 600,573 | ||
| Total debt | 602,882 | ||
| Less: cash and cash equivalents | (47,063 | ) | |
| Net debt | $ | 555,819 | |
| Net leverage (4) | 2.26 |
(1) Acquisition related expenses are comprised of expenses related to the acquisition of RSI Home Products, Inc. and the subsequent restructuring charges that the Company incurred.
(2) 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 expense (income) in the operating results.
(3) The Company had loans and interest forgiven relating to four separate economic development loans totaling $0.1 million during the fourth quarter of fiscal year 2019.
(4) Net debt divided by Adjusted EBITDA for the twelve months ended January 31, 2020.
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