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AMERICAN WOODMARK CORP - Quarter Report: 2020 October (Form 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 October 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)
Virginia54-1138147
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
561 Shady Elm Road,Winchester,Virginia22602
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAMWDNASDAQ

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 filerAccelerated filer                 
Non-accelerated filerSmaller 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 November 23, 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) 
 3
 4
 5
6
 7
 9-19
Item 2.19-26
Item 3.26
Item 4.26
PART II.OTHER INFORMATION 
Item 1.26
Item 1A.26
Item 6.27
28

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PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) 
(Unaudited) 
 October 31,
2020
April 30,
2020
ASSETS  
Current assets  
Cash and cash equivalents$112,560 $97,059 
Customer receivables, net149,165 106,344 
Inventories127,715 111,836 
Prepaid expenses and other14,913 9,933 
Total current assets404,353 325,172 
Property, plant and equipment, net198,895 203,824 
Operating lease right-of-use assets128,125 127,668 
Customer relationship intangibles, net144,611 167,444 
Trademarks, net556 2,222 
Goodwill767,612 767,612 
Promotional displays, net13,965 13,966 
Deferred income taxes1,044 915 
Other assets13,717 13,983 
TOTAL ASSETS$1,672,878 $1,622,806 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current liabilities  
Accounts payable$78,401 $56,342 
Current maturities of long-term debt2,096 2,216 
Short-term lease liability - operating19,519 18,896 
Accrued compensation and related expenses56,270 49,064 
Accrued marketing expenses16,958 12,361 
Other accrued expenses21,904 16,727 
Total current liabilities195,148 155,606 
Long-term debt, less current maturities555,911 594,921 
Deferred income taxes47,701 52,935 
Long-term lease liability - operating113,511 112,454 
Other long-term liabilities15,413 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 October 31, 2020: 16,993,260; at April 30, 2020: 16,926,537
364,689 359,430 
Retained earnings431,022 392,281 
Accumulated other comprehensive loss - Defined benefit pension plans(50,517)(51,173)
Total shareholders' equity745,194 700,538 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,672,878 $1,622,806 
See notes to unaudited condensed consolidated financial statements.  
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AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(Unaudited)
 
 Three Months EndedSix Months Ended
 October 31,October 31,
 2020201920202019
Net sales$448,583 $428,016 $838,670 $855,381 
Cost of sales and distribution359,072 340,966 669,021 673,812 
Gross Profit89,511 87,050 169,649 181,569 
Selling and marketing expenses21,608 20,451 41,506 41,138 
General and administrative expenses30,229 29,900 60,212 59,332 
Restructuring charges, net2,791 (188)6,251 (207)
Operating Income34,883 36,887 61,680 81,306 
Interest expense, net5,981 7,436 12,011 15,524 
Other income, net(981)(527)(2,669)(534)
Income Before Income Taxes29,883 29,978 52,338 66,316 
Income tax expense7,627 7,815 13,597 17,272 
Net Income$22,256 $22,163 $38,741 $49,044 
Weighted Average Shares Outstanding    
Basic16,992,297 16,919,664 16,964,565 16,892,267 
Diluted17,047,296 16,955,835 17,036,652 16,932,236 
Net earnings per share    
Basic$1.31 $1.31 $2.28 $2.90 
Diluted$1.31 $1.31 $2.27 $2.90 
See notes to unaudited condensed consolidated financial statements.

4


AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 Three Months EndedSix Months Ended
 October 31,October 31,
 2020201920202019
Net income$22,256 $22,163 $38,741 $49,044 
Other comprehensive income, net of tax:    
Change in pension benefits, net of deferred taxes of $111 and $108, and $224 and $215 for the three and six months ended October 31, 2020 and 2019, respectively329 316 656 631 
Total Comprehensive Income$22,585 $22,479 $39,397 $49,675 
See notes to unaudited condensed consolidated financial statements.

5


AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
(Unaudited)
    ACCUMULATED   
    OTHERTOTAL
 COMMON STOCKRETAINEDCOMPREHENSIVESHAREHOLDERS'
(in thousands, except share data)SHARESAMOUNTEARNINGSLOSSEQUITY
Balance, April 30, 201916,849,026 $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 taxes20,923 (1,050)— — (1,050)
Employee benefit plan 
contributions45,721 3,772 — — 3,772 
Balance, July 31, 201916,915,670 $356,043 $344,301 $(49,176)$651,168 
Net income— — 22,163 — 22,163 
Other comprehensive income,     
net of tax— — — 316 316 
Stock-based compensation— 1,178 — — 1,178 
Exercise of stock-based     
compensation awards, net of amounts   
withheld for taxes5,877 83 — — 83 
Stock repurchases— — — — — 
Balance, October 31, 201916,921,547 $357,304 $366,464 $(48,860)$674,908 
6


    ACCUMULATED   
    OTHERTOTAL
 COMMON STOCKRETAINEDCOMPREHENSIVESHAREHOLDERS'
(in thousands, except share data)SHARESAMOUNTEARNINGSLOSSEQUITY
Balance, April 30, 202016,926,537 $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 taxes16,212 (534)— — (534)
Employee benefit plan 
contributions45,591 3,743 — — 3,743 
Balance, July 31, 202016,988,340 $363,600 $408,766 $(50,846)$721,520 
Net income— — 22,256 — 22,256 
Other comprehensive income,  
net of tax— — — 329 329 
Stock-based compensation— 1,266 — — 1,266 
Exercise of stock-based 
compensation awards, net of amounts
withheld for taxes4,920 (177)— — (177)
Balance, October 31, 202016,993,260 $364,689 $431,022 $(50,517)$745,194 
See notes to unaudited condensed consolidated financial statements.


7



AMERICAN WOODMARK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 Six Months Ended
 October 31,
 20202019
OPERATING ACTIVITIES  
Net income$38,741 $49,044 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization51,779 48,527 
Net loss on disposal of property, plant and equipment332 217 
Reduction in the carrying amount of operating lease right-of-use assets13,366 12,768 
Amortization of debt issuance costs1,263 1,316 
Unrealized gain on foreign exchange forward contracts(1,821)(96)
Stock-based compensation expense2,227 2,075 
Deferred income taxes(6,927)(5,464)
Pension contributions in excess of expense(1,004)(626)
Contributions of employer stock to employee benefit plan3,743 3,772 
Other non-cash items2,299 951 
Changes in operating assets and liabilities:
Customer receivables(45,071)5,026 
Income taxes receivable2,003 (1,695)
Inventories(16,805)(12,123)
Prepaid expenses and other assets(4,825)(5,634)
Accounts payable21,575 673 
Accrued compensation and related expenses7,206 (4,379)
Operating lease liabilities(12,144)(11,783)
Marketing and other accrued expenses20,631 3,663 
Net cash provided by operating activities76,568 86,232 
INVESTING ACTIVITIES  
Payments to acquire property, plant and equipment(14,142)(15,918)
Proceeds from sales of property, plant and equipment194 313 
Maturities of certificates of deposit— 1,500 
Investment in promotional displays(4,982)(4,183)
Net cash used by investing activities(18,930)(18,288)
FINANCING ACTIVITIES  
Payments of long-term debt(41,255)(73,198)
Proceeds from issuance of common stock— 83 
Withholding of employee taxes related to stock-based compensation(710)(1,050)
Debt issuance cost(172)— 
Net cash used by financing activities(42,137)(74,165)
Net increase (decrease) in cash and cash equivalents15,501 (6,221)
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 Six Months Ended
 October 31,
 20202019
Cash and cash equivalents, beginning of period97,059 57,656 
Cash and cash equivalents, end of period$112,560 $51,435 
Supplemental cash flow information:  
     Non-cash investing and financing activities:
          Property, plant and equipment included in accounts payable at period end$484 $901 
    Cash paid during the period for:
         Interest$10,848 $15,025 
       Income taxes$18,119 $24,573 
See notes to unaudited condensed consolidated financial statements.
9


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 six-month period ended October 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- and six-month periods ended October 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- and six-month periods ended October 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 October 31, 2020, the Company held forward contracts maturing from November 2020 to April 2021 to purchase 300.6 million Mexican pesos at exchange rates ranging from 21.89 to 23.42 Mexican pesos to one U.S. dollar. An asset of $0.7 million is recorded in prepaid expenses and other on the condensed consolidated balance sheet.

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. ASU 2020-04 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
10


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 was 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 EndedSix Months Ended
 October 31,October 31,
(in thousands, except per share amounts)2020201920202019
Numerator used in basic and diluted net earnings    
per common share:    
Net income$22,256 $22,163 $38,741 $49,044 
Denominator:    
Denominator for basic net earnings per common    
share - weighted-average shares16,992 16,920 16,965 16,892 
Effect of dilutive securities:    
Stock options and restricted stock units55 36 72 40 
Denominator for diluted net earnings per common    
share - weighted-average shares and assumed    
conversions17,047 16,956 17,037 16,932 
Net earnings per share    
Basic$1.31 $1.31 $2.28 $2.90 
Diluted$1.31 $1.31 $2.27 $2.90 

There were no potentially dilutive securities for the three- and six-month periods ended October 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 October 31, 2020, the Board of Directors of the Company approved grants of 8,200 service-based restricted stock units ("RSUs") to non-employee directors. These service-based RSUs (i) vest daily through the end of the two-year vesting period as long as the recipient continuously remains a member of the Board and (ii) entitle the recipient to receive one share of the Company's common stock per unit vested. During the six-months ended October 31, 2020, the Board of Directors of the Company also approved grants of service-based RSUs and performance-based RSUs to key employees. The employee performance-based RSUs totaled 124,374 units and the employee 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
11


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 and six-month periods ended October 31, 2020 and 2019, stock-based compensation expense was allocated as follows: 
 Three Months Ended 
 
October 31,
Six Months Ended 
 
October 31,
(in thousands)2020201920202019
Cost of sales and distribution$409 $277 $708 $492 
Selling and marketing expenses354 265 333 473 
General and administrative expenses503 636 1,186 1,110 
Stock-based compensation expense$1,266 $1,178 $2,227 $2,075 
 
During the six months ended October 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 $0.2 million and $0.2 million for the three-month periods ended October 31, 2020 and 2019, respectively, and $0.4 million and $0.2 million for the six-month periods ended October 31, 2020 and 2019, respectively. A liability for payment of the RSTUs is included in the condensed consolidated balance sheets in the amount of $0.6 million and $0.4 million as of October 31, 2020 and April 30, 2020, respectively.

Note E--Customer Receivables
 
The components of customer receivables were: 
 October 31,April 30,
(in thousands)20202020
Gross customer receivables$158,156 $112,528 
Less:
Allowance for doubtful accounts(448)(472)
Allowance for returns and discounts(8,543)(5,712)
Net customer receivables$149,165 $106,344 
  



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Note F--Inventories
 
The components of inventories were: 
 October 31,April 30,
(in thousands)20202020
Raw materials$51,500 $51,460 
Work-in-process50,007 42,381 
Finished goods41,247 32,572 
Total FIFO inventories142,754 126,413 
Reserve to adjust inventories to LIFO value(15,039)(14,577)
Total inventories$127,715 $111,836 
 
Of the total inventory of $127.7 million at October 31, 2020, $78.0 million is carried under the FIFO method of accounting and $49.7 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:
 October 31,April 30,
(in thousands)20202020
Land$4,431 $4,431 
Buildings and improvements121,743 120,819 
Buildings and improvements - finance leases11,636 11,636 
Machinery and equipment305,692 312,806 
Machinery and equipment - finance leases30,870 30,911 
Construction in progress13,313 8,164 
487,685 488,767 
Less accumulated amortization and depreciation(288,790)(284,943)
Total$198,895 $203,824 

Amortization and depreciation expense on property, plant and equipment amounted to $10.6 million and $9.2 million for the three months ended October 31, 2020 and 2019, respectively, and $22.2 million and $18.3 million for the six months ended October 31, 2020 and 2019, respectively. The three and six months ended October 31, 2020 includes accelerated depreciation expense of $0.2 million and $1.3 million, respectively, related to the closure of the plant located in Humboldt, Tennessee. Accumulated amortization on finance leases included in the above table amounted to $32.5 million and $32.3 million as of October 31, 2020 and April 30, 2020, respectively.

Note H--Intangibles

The components of customer relationship intangibles were:
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 October 31,April 30,
(in thousands)20202020
Customer relationship intangibles$274,000 $274,000 
Less accumulated amortization(129,389)(106,556)
Total$144,611 $167,444 

The components of trademarks were:
 October 31,April 30,
(in thousands)20202020
Trademarks$10,000 $10,000 
Less accumulated amortization(9,444)(7,778)
Total$556 $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 October 31, 2020 and 2019 was $12.3 million, and $24.5 million for each of the six month periods ended October 31, 2020 and 2019.

Note I--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: 
 Six Months Ended
 October 31,
(in thousands)20202019
Beginning balance at May 1$3,753 $4,616 
Accrual9,560 12,539 
Settlements(8,948)(12,294)
Ending balance at October 31$4,365 $4,861 

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.

On November 16, 2020 the Company filed an application with the Internal Revenue Service to terminate the American Woodmark Corporation Employee Pension Plan (the “Plan”) with a proposed effective date of December 31, 2020 (the “Plan Termination Date”), in a standard termination and the Company expects to incur approximately $1.6 million to terminate the Plan. In connection with the Plan termination and in addition to the Plan termination costs, the Company may be required to make an additional funding contribution to the Plan in order to ensure the Plan is fully funded on a termination basis as of the Benefit Distribution Date, with the amount of such contribution still to be determined. The Benefit Distribution Date will be determined once the Company receives approval from certain regulatory agencies. The additional funding contribution is expected to be funded from cash on hand and the amount will vary depending on the lump sum distribution take rate and the interest rate on the Benefit Distribution Date.
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 Net periodic pension benefit cost consisted of the following for the three- and six-month periods ended October 31, 2020 and 2019: 
 Three Months EndedSix Months Ended
 October 31,October 31,
(in thousands)2020201920202019
Interest cost$1,166 $1,494 $2,331 $2,987 
Expected return on plan assets(2,108)(2,082)(4,215)(4,163)
Recognized net actuarial loss440 423 880 846 
Net periodic pension benefit$(502)$(165)$(1,004)$(330)
 
The Company did not contribute to its pension plan in the first three and six 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.

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 October 31, 2020 and April 30, 2020 at fair value on a recurring basis (in thousands):
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 Fair Value Measurements
 As of October 31, 2020
 Level 1Level 2Level 3
ASSETS:   
Mutual funds$827 $— $— 
Foreign exchange forward contracts— 719 — 
Total assets at fair value$827 $719 $— 
 As of April 30, 2020
 Level 1Level 2Level 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 October 31, 2020, $102 million was outstanding on each of the Initial Term Loan and the Delayed Draw Loan for a total of $204 million. As of 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 October 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 October 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. On September 16, 2020 the “Total Funded Debt to EBITDA Ratio” was amended to a “Total Net Funded Debt to EBITDA Ratio” to include Unrestricted Cash in the aggregate amount not to exceed $100 million. The maximum “Total Net Funded Debt to EBITDA Ratio” can be 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
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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 Net 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 Net 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 October 31, 2020, the Company's Total Net Funded Debt to EBITDA Ratio was 2.08 and the Fixed Charge Coverage Ratio was 5.34. As of October 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 October 31, 2020, the Company and its restricted subsidiaries were in compliance with all covenants under the indenture governing the Senior Notes.

At October 31, 2020, the book value of the Senior Notes was $350 million and the fair value was $356.6 million, based on Level 1 inputs.

Note M--Income Taxes

The effective income tax rate for the three- and six-month periods ended October 31, 2020 was 25.5% and 26.0%, respectively, compared with 26.1% and 26.0% in the comparable periods in the prior fiscal year. The decrease in the effective tax rate for the second quarter of fiscal 2021 as compared to the comparable period in the prior fiscal year was primarily due to less unfavorable permanent tax items. During the first six months 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- and six-months ended October 31, 2020 and 2019:
Three Months EndedSix Months Ended
October 31,October 31,
(in thousands)2020201920202019
Home center retailers$223,118 $189,148 $397,113 $387,899 
Builders171,042 184,755 335,390 357,344 
Independent dealers and distributors54,423 54,113 106,167 110,138 
Net Sales$448,583 $428,016 $838,670 $855,381 


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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 October 31, 2020, the Company's two largest customers, Customers A and B, represented 31.5% and 25.5% of the Company's gross customer receivables, respectively. At October 31, 2019, Customers A and B represented 25.5% and 19.7% 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 six-months ended October 31, 2020 and 2019:
Three Months EndedSix Months Ended
October 31,October 31,
 2020201920202019
Customer A30.5%28.7%29.2%28.7%
Customer B19.2%15.5%18.1%16.6%

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 sheets. Lease liabilities related to 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 sheets.

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.
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The components of lease costs were as follows:
 Six Months Ended
 October 31,
(in thousands)20202019
Finance lease cost:
Reduction in the carrying value of right-of-use assets$222 $1,239 
Interest on lease liabilities30 105 
Operating lease cost13,366 12,768 

Additional information related to leases was as follows:
 Six Months Ended
 October 31,
(in thousands)20202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases$30 $105 
Operating cash flows for operating leases12,164 11,783 
Financing cash flows for financing leases210 1,203 
Right-of-use assets obtained in exchange for new finance lease liabilities941 643 
Right-of-use assets obtained in exchange for new operating lease liabilities6,788 24,178 
Weighted average remaining lease term (years)
Weighted average remaining lease term - finance leases3.183.36
Weighted average remaining lease term - operating leases7.086.51
Weighted average discount rate
Weighted average discount rate - finance leases3.02 %3.20 %
Weighted average discount rate - operating leases3.31 %4.26 %

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 October 31, 2020:
(in thousands)Operating leasesFinancing leases
Year ending April 30,
2021$12,157 $1,247 
202221,928 1,766 
202321,250 1,300 
202419,345 1,001 
202517,157 318 
Thereafter57,709 92 
Total lease payments149,546 5,724 
Less imputed interest(16,516)(259)
Total lease liability133,030 5,465 
Current maturities(19,519)(2,140)
Lease liability - long-term$113,511 $3,325 
Lease assets$128,125 $10,013 

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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 second quarter and first half of fiscal 2021, the Company recognized pre-tax restructuring charges, net of $(0.1) million and $1.6 million, respectively, 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 and relocation of property and 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 second quarter and first half of fiscal 2021, the Company recognized pre-tax restructuring charges of $2.9 million and $4.7 million, respectively, related to the closure of the plant. Included in the $4.7 million of restructuring charges for the first half of fiscal 2021 were $0.8 million of severance and separation costs and $3.9 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 October 31, 2020 which relates to employee termination costs accrued but not yet paid as follows:
October 31,
(in thousands)2020
Restructuring reserve balance at May 1$189 
Expense1,736 
Payments and adjustments(1,502)
Restructuring reserve balance at October 31$423 

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 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 October 31, 2020.

The Company’s second quarter of fiscal 2021 results were negatively impacted by an accrual of $1.5 million related to a proposed legal settlement of a putative class action brought on behalf of certain hourly-paid current and former employees of our subsidiaries, RSI Home Products, Inc. and RSI Professional Cabinet Solutions, asserting several claims including violations of California wage and hour laws.
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
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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.

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
 
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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 October 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 October 31, 2020 was the Company’s second 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 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, some of which have been recently reinstated.

All of our U.S. 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. 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 including recent rises in case counts, 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 second quarter of fiscal 2021:    
 
The median price per existing home sold rose during the third calendar quarter of 2020 compared to the same period one year ago by 11.7% according to data provided by the National Association of Realtors, and existing home sales increased 13.3% during the third calendar quarter of 2020 compared to the same period in the prior year;
The unemployment rate increased to 6.9% as of October 2020 compared to 3.6% as of October 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 2.81% in October 2020, a decrease of approximately 88 basis points compared to the same period in the prior year, according to Freddie Mac; and
Consumer sentiment as tracked by Thomson Reuters/University of Michigan decreased from 95.5 in October 2019 to 81.8 in October 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
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cabinet manufacturers in the United States.  Based on the totality of factors listed above, the Company believes that the cabinet remodeling market increased in the low to mid-single digits during the second quarter of fiscal 2021. 
 
The Company’s remodeling sales, which consist of our independent dealer and distributor channel sales and home center retail sales, increased 14.1% during the second quarter and 1.1% during the first half of fiscal 2021 compared to the same prior-year period. Our independent dealer and distributor channel increased by 0.6% during the second quarter and decreased 3.6% during the first half of fiscal 2021 compared to the comparable prior-year period.  Our home center channel increased by 18.0% during the second quarter and 2.4% during the first half of fiscal 2021 compared to the comparable prior-year period. 

New construction sales decreased 7.4% in the second quarter and 6.1% in the first half of fiscal 2021, 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 increased 9.5% during the second quarter of fiscal 2021 over the comparable prior year period.  The Company believes we are seeing a shift to the upper side of the sixty to ninety day lag and that we are tracking to market demand 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 increased 4.8% during the second quarter and decreased 2.0% during the first half of fiscal 2021 compared to the same prior-year period, which was driven primarily by growth in the home center channel offset by declines in our new construction channel, primarily within our frameless business.
  
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 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 recognize substantially all of the costs related to the closure of the Humboldt facility during fiscal 2021. The Company recorded restructuring charges, net related to these two actions for the three- and six-months ended October 31, 2020 of $2.8 million and $6.3 million, respectively.

The Company earned net income of $22.3 million for the second quarter of fiscal 2021, compared with $22.2 million in the second quarter of its prior fiscal year, and earned net income of $38.7 million for the first half of fiscal 2021, compared with $49.0 million in the same period of the prior year.

Results of Operations
 Three Months EndedSix Months Ended
 October 31,October 31,
(in thousands)20202019Percent Change20202019Percent Change
Net sales$448,583 $428,016 4.8 %$838,670 $855,381 (2.0)%
Gross profit89,511 87,050 2.8 169,649 181,569 (6.6)
Selling and marketing expenses21,608 20,451 5.7 41,506 41,138 0.9 
General and administrative expenses30,229 29,900 1.1 60,212 59,332 1.5 
 
Net Sales. Net sales were $448.6 million for the second quarter of fiscal 2021, an increase of 4.8% compared with the second quarter of fiscal 2020.  For the first six months of fiscal 2021, net sales were $838.7 million, reflecting a 2.0% decrease compared to the same period of fiscal 2020. The Company experienced double digit growth in the repair and remodel sales channel during the second quarter of fiscal 2021 offset by declines in the new construction markets, which were negatively impacted by COVID-19. The first half of fiscal 2021 experienced single digit growth in our home center sales offset by declines in our dealer distributor and new construction sales channels.

Gross Profit.  Gross profit margin for the second quarter of fiscal 2021 was 20.0% compared with 20.3% for the same period of fiscal 2020. Gross profit margin for the first half of fiscal 2021 was 20.2%, compared with 21.2% for the same period of fiscal 2020.  Gross profit margin in the second quarter of the current fiscal year was negatively impacted by higher material and logistics costs, and increases related to wage and retention programs. This was offset by the leverage of our fixed expenses and a one-time benefit received in the quarter related to Employee Retention Credit of $0.8 million. Gross profit margin in the first
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half of fiscal 2021 was impacted by higher material and logistics costs, with costs related to wage and retention programs and the deleveraging of our fixed costs due to lower sales.

Selling and Marketing Expenses.  Selling and marketing expenses were 4.8% of net sales in the second quarter and 4.9% of net sales in the first half of fiscal 2021, compared with 4.8% of net sales for each of the same periods in fiscal 2020. Selling and marketing expenses as a percentage of net sales remained flat during the second quarter and first half of fiscal 2021 as a result of higher launch costs and incentive expenses offset with a one-time benefit received in the quarter related to Employee Retention Credit of $1.7 million, and leverage created from higher sales in the second quarter of fiscal 2021.

General and Administrative Expenses.  General and administrative expenses were 6.7% of net sales in the second quarter of fiscal 2021, compared with 7.0% of net sales in the second quarter of fiscal 2020. General and administrative expenses were 7.2% of net sales in the first half of fiscal 2021, compared with 6.9% of net sales in the same period of fiscal 2020. The decrease in general and administrative expenses as a percentage of net sales during the second quarter was driven by the leverage from higher sales, lower spending, impacts of our actions taken in the first quarter of fiscal 2021 and an Employee Retention Credit of $0.4 million, offset by a one-time legal charge of $1.5 million (more fully described in Note R). The increase in general and administrative expenses for the first half of fiscal 2021 was a result of the deleveraging from lower sales, higher incentive costs, severance costs that were not part of the previously announced restructurings and a one-time legal charge of $1.5 million offset by lower spending, the impacts of our actions taken in the first fiscal quarter and an Employee Retention Credit of $0.4 million.

Effective Income Tax Rates.  The Company’s effective income tax rate for the three- and six-month periods ended October 31, 2020 was 25.5% and 26.0%, respectively, compared with 26.1% and 26.0% in the comparable periods in the prior fiscal year. The decrease in the effective tax rate for the second quarter of fiscal 2021 as compared to the comparable period in the prior fiscal year was primarily due to less unfavorable permanent tax items.

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.

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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.
Reconciliation of Adjusted Non-GAAP Financial Measures to the GAAP Equivalents
Three Months EndedSix Months Ended
October 31,October 31,
(in thousands)2020201920202019
Net income (GAAP)$22,256 $22,163 $38,741 $49,044 
Add back:
Income tax expense7,627 7,815 13,597 17,272 
Interest expense, net5,981 7,436 12,011 15,524 
Depreciation and amortization expense13,019 12,164 25,978 24,027 
Amortization of customer relationship intangibles and
trademarks12,250 12,250 24,500 24,500 
EBITDA (Non-GAAP)$61,133 $61,828 114,827 130,367 
Add back:
Acquisition and restructuring related expenses (1)61 (130)121 (89)
Non-recurring restructuring charges (2)2,791 — 6,251 — 
Change in fair value of foreign exchange forward contracts (3)(566)(152)(1,821)(96)
Stock-based compensation expense1,266 1,178 2,227 2,075 
Loss on asset disposal286 151 332 217 
Adjusted EBITDA (Non-GAAP)$64,971 $62,875 121,937 132,474 
Net Sales$448,583 $428,016 $838,670 $855,381 
Adjusted EBITDA margin (Non-GAAP)14.5 %14.7 %14.5 %15.5 %
(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- six-months ended October 31, 2020 includes accelerated depreciation expense of $0.2 million and $1.3 million, respectively, 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 second quarter of fiscal 2021 was $65.0 million or 14.5% of net sales compared to $62.9 million or 14.7% of net sales for the same quarter of the prior fiscal year. Adjusted EBITDA for the first half of fiscal 2021 was $121.9 million or 14.5% of net sales compared to $132.5 million or 15.5% of net sales for the same period of the prior fiscal year. The increase in Adjusted EBITDA for the second quarter of fiscal 2021 is primarily due to increased sales, leveraging of fixed costs across the Company, lower spending and positive impacts of the actions taken in the first fiscal quarter of 2021. The decrease in Adjusted EBITDA for the first half of fiscal 2021 is primarily due to a decrease in sales due to COVID-19 and deleveraging of our fixed costs.

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Reconciliation of Net Income to Adjusted Net Income
Three Months EndedSix Months Ended
October 31,October 31,
(in thousands, except share data)2020201920202019
Net income (GAAP)$22,256 $22,163 $38,741 $49,044 
Add back:
Acquisition and restructuring related expenses61 $(130)121 (89)
Non-recurring restructuring charges2,791 $— 6,251 — 
Amortization of customer relationship intangibles and trademarks12,250 $12,250 24,500 24,500 
Tax benefit of add backs(3,850)$(3,103)(7,903)(6,200)
Adjusted net income (Non-GAAP)$33,508 $31,180 $61,710 $67,255 
Weighted average diluted shares17,047,296 16,955,835 17,036,652 16,932,236 
Adjusted EPS per diluted share (Non-GAAP)$1.97 $1.84 $3.62 $3.97 

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 up 4.8% during the second quarter of fiscal 2021. The Company currently expects that sales will reflect mid to upper single digit growth in the third quarter of fiscal 2021 versus the same period of the prior year. This growth rate is very dependent upon overall industry and economic growth, both of which are subject to the ever-changing COVID-19 environment. Margins will be challenged with increases in labor costs and product launch costs. The Company expects adjusted EBITDA margins for the third quarter of fiscal 2021 to increase compared to the same period of the prior year. The Company has taken actions to improve its cash position and as of October 31, 2020 had $112.6 million of cash on hand and access to $93.0 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 continue to show 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 $112.6 million at October 31, 2020, representing a $15.5 million increase from its April 30, 2020 levels.  At October 31, 2020, total long-term debt (including current maturities) was $558.0 million, a decrease of $39.1 million from its balance at April 30, 2020.  The Company’s ratio of long-term debt to total capital was 42.7% at October 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 $93.0 million was available under this facility as of October 31, 2020.

As of October 31, 2020, $102.0 million was outstanding on each of the Initial Term Loan and the Delayed Draw Term Loan for a total of $204.0 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
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LIBOR plus an applicable margin ranging between 1.00% and 2.00%, 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.” As of October 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 October 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 six months of fiscal 2021 was $76.6 million, compared with $86.2 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, offset by cash inflows from accounts payable.
 
The Company’s investing activities primarily consist of investment in property, plant and equipment and promotional displays.  Net cash used for investing activities was $18.9 million in the first six months of fiscal 2021, compared with $18.3 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 six months of fiscal 2021, net cash used by financing activities was $42.1 million, compared with $74.2 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 $41.3 million in the first half of fiscal 2021 compared with $73.2 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 October 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
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Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.
 
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 October 31, 2020 would increase our annual interest expense by approximately $2.0 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 October 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 October 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 NumberDescription
  
Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
  
Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
  
Bylaws – as amended and restated August 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).
Amendment No. 3, dated as of September 16, 2020, to the Credit Agreement, dated as of December 29, 2017, among American Woodmark Corporation, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent (filed herewith).
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).
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).
Employment Agreement for Ms. Teresa M. May (incorporated by reference to Exhibit 10.8(c) to the Registrant’s Form 10-Q filed on August 26, 2020; Commission File No. 000-14798).
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
  
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished Herewith).
  
101Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 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).
104Cover 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: November 24, 2020
 Signing on behalf of the registrant and
 as principal financial and accounting officer
 
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