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Accretive Accretion Adds Highly Profitable Kitchen and Ablution Cabinetry and Home Accumulator Brands to American Woodmark’s Growing Portfolio
WINCHESTER, Va., Dec. 1, 2017 /PRNewswire/ — American Woodmark Corporation (AMWD) (“American Woodmark”) today appear that it has entered into a absolute acceding and plan of alliance with RSI Home Products, Inc. (“RSI”), a arch architect of kitchen and ablution cabinetry and home accumulator products. Beneath the acceding of the agreement, the adumbrated action amount for RSI is about $1.075 billion, including $140 actor in American Woodmark accustomed banal to be issued to RSI shareholders (based on the best contempo 5 trading day boilerplate closing price), about $346 actor in net banknote to be paid to RSI shareholders and about $589 actor of RSI debt to be affected by American Woodmark. The banknote allocation of the application is accountable to accustomed alive basic adjustments.
Founded in 1989 by Ron Simon with a eyes of creating aberrant amount for barter by accouterment aerial affection articles at affordable prices not contrarily accessible in the industry, RSI has developed to one of the better in-stock and value-based chiffonier makers in North America accouterment kitchen, bathroom, home and barn alignment cabinetry, adverse acme and accessories with over 100 styles and finishes to home centers, builders, dealers and adjustment contractors. RSI expects to accomplish net assets of over $40 actor and adapted EBITDA of over $120 actor on about $560 actor of acquirement for its budgetary year catastrophe December 31, 2017, apery an adapted EBITDA allowance of over 21%.
The accretion is accustomed to be anon accretive to American Woodmark’s accumulation margins and balance per allotment (“EPS”), excluding transaction costs and afore giving aftereffect to advancing synergies. Although there can be no assurance, the transaction is accustomed to abutting in American Woodmark’s division that ends January 31, 2018, accountable to antitrust authoritative analysis and approvals and added accustomed closing conditions. The transaction does not crave approval of American Woodmark shareholders and has already accustomed approval from the RSI shareholders.
“RSI has congenital a amazing acceptability and position in our industry by carrying affection articles at a acute amount position, and we are aflame to acceptable them to the American Woodmark family,” said Cary Dunston, American Woodmark’s Chairman and CEO. “The accretion of RSI will added enhance American Woodmark by creating a broader artefact and cast portfolio that is well-positioned to absolutely advantage our industry-leading account belvedere aloft all channels and to drive bigger advantage and abiding amount for shareholders. RSI’s able adeptness of connected advance with a adamant focus on accession and reengineering throughout their operational and business practices complements our absolute capabilities. Most importantly, American Woodmark and RSI allotment a agnate adeptness that rests deeply on a foundation of amazing advisers and creating amount through people.”
Alex Calabrese, RSI’s Chairman and CEO commented, “This is an agitative day for RSI and reflects the adamantine assignment and adherence of anybody complex in our appreciative history and success over the accomplished 28 years, best specifically, our committed assembly as able-bodied as our admired barter and suppliers. We accept abundant account for American Woodmark, and are accustomed to be abutting armament with a aggregation that shares our culture, ethics and vision. This aggregate foundation makes the two companies an ideal fit. RSI looks advanced to continuing its advance and carrying the accomplished amount and best casework to its customers.”
“We couldn’t be added aflame and optimistic about the approaching abeyant for RSI and its loyal agent associates,” said Ron Simon, RSI’s Founder and accustomed director. “This alliance creates a aggregation that will be a stronger adversary in the kitchen and ablution industry than RSI could be on its own. The actuality that the two companies allotment the aforementioned adeptness in the way they amount their assembly and barter will go a continued way to ensure abundant approaching success. We accept RSI is the industry’s everyman amount manufacturer, and American Woodmark has incomparable acumen and account capabilities, as able-bodied as a absolute ample artefact line. This aggregate enables American Woodmark to accompany the greatest amount by authoritative college affection articles affordable to added consumers.”
Transaction Highlights(Pro forma metrics represent unaudited banking information)
The Aggregation will host a appointment alarm today with investors, December 1, 2017 at 11:00 EST. A presentation, which will accompany the call, will be accessible at www.americanwoodmark.com and will abide accessible afterwards the call.
Robert W. Baird & Co. Incorporated is confined as banking adviser and McGuireWoods LLP is confined as acknowledged admonition to American Woodmark. Intrepid Investment Bankers LLC is confined as banking adviser and O’Melveny & Myers LLP is confined as acknowledged admonition to RSI.
About RSI Home Products, Inc.:
Since RSI Home Products, Inc. was founded in 1989 it has been a customer-focused, quality-driven architect of bath, kitchen and home alignment articles throughout the U.S. and Canada. The aggregation has outpaced its antagonism and continues to action high-quality, low-cost, value-rich products. RSI Home Articles employs added than 4,200 bodies and has accomplishment and administration accessories in California, North Carolina, Texas, and Mexico. For added information, appointment www.rsihomeproducts.com.
About American Woodmark Corporation:
American Woodmark Corporation articles and distributes kitchen cabinets and vanities for the adjustment and new home architecture markets. Its articles are awash on a civic base anon to home centers, aloft builders and through a arrangement of absolute distributors. The Aggregation anon operates nine accomplishment accessories and seven account centers aloft the country. For added information, appointment www.americanwoodmark.com.
Forward Looking Statements
This advice contains assertive “forward-looking statements” aural the acceptation of the Private Securities Litigation Reform Act of 1995, including statements as to the advancing timing of achievement of the proposed transaction, accustomed amount synergies, approaching banking and operating results, and added accustomed furnishings of the proposed transaction. These advanced statements may be articular by the use of words such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “would,” “plan,” “may,” ” intend,” “prospect,” “goal,” “will,” “predict,” or “potential” or added agnate words or variations thereof. These statements are based on the accustomed behavior and expectations of the administration of American Woodmark and are accountable to cogent risks and uncertainties that could account absolute outcomes and after-effects to alter materially from those bidding herein. These risks and uncertainties include, but are not bound to, the accident of any event, change or added affairs that could accord acceleration to the abortion of the alliance acceding or a adjournment in the achievement of the proposed transaction, a abortion by either or both parties to amuse altitude to closing, a abortion to access any appropriate authoritative or third-party approvals, including any appropriate antitrust approvals, risks associated with the costs of the transaction, the aftereffect of the advertisement of the proposed transaction on the adeptness of American Woodmark and RSI to absorb customers, advance relationships with their suppliers and appoint and absorb key personnel, American Woodmark’s adeptness to auspiciously accommodate RSI into its business and operations, and the accident that the bread-and-butter benefits, costs accumulation and added synergies advancing by American Woodmark are not absolutely accomplished or booty best to apprehend than expected. Additional risks and uncertainties that could appulse American Woodmark’s approaching operations and banking after-effects are absolute in American Woodmark’s filings with the Securities and Exchange Commission (“SEC”), including in its Anniversary Report on Form 10-K for the year concluded April 30, 2017 beneath the branch “Risk Factors” and its best contempo Quarterly Report on Form 10-Q for the aeon concluded July 31, 2017 beneath the branch “Management’s Discussion and Analysis of Banking Condition and After-effects of Operations – Advanced Looking Statements.” These reports, as able-bodied as the added abstracts filed by American Woodmark with the SEC, are accessible chargeless of allegation at the SEC’s website at www.sec.gov.
The afterward advice provides reconciliations of non-GAAP banking measures from operations, which are presented in the accompanying presentation, to the best commensurable banking measures affected and presented in accordance with accounting attempt about accustomed in the U.S. (“GAAP”). Each aggregation has provided non-GAAP banking measures, which are not affected or presented in accordance with GAAP, as advice added and in accession to the banking measures presented in the accompanying presentation that are affected and presented in accordance with GAAP. Such non-GAAP banking measures should not be advised aloft to, as a acting for, or as an another to, and should be advised in affiliation with, the GAAP banking measures presented in the presentation. The non-GAAP banking measures in the accompanying presentation may alter from agnate measures acclimated by added companies. The afterward tables accommodate the non-GAAP admeasurement of Balance Afore Interest, Taxes, Abrasion and Amortization, as adapted (“Adjusted EBITDA”) referred to in this presentation to the best anon commensurable GAAP admeasurement reflected in anniversary company’s banking statements.
Calendar Year Catastrophe December 2017
Depreciation & Amortization
Note: Adapted EBITDA authentic as operating assets additional abrasion and acquittal and appulse of assertive non-recurring / non-cash items not advised to be allotment of accustomed operations.
Unaudited banking estimate. Includes actuals through October 31, 2017.
Unaudited banking estimate. Includes actuals through September 30, 2017.
AMWD adapted for accumulated business development costs accompanying to a abeyant M&A ambition that we ultimately absitively not to pursue. RSI adapted for restructuring and added non-recurring costs.
Note: the estimated banking numbers for RSI and American Woodmark provided aloft represent estimates by RSI’s administration and American Woodmark’s management, respectively, as of the date of this absolution alone and (i) are based aloft a cardinal of assumptions and estimates that are inherently accountable to business, bread-and-butter and aggressive uncertainties and contingencies, abounding of which are aloft our control, (ii) are based aloft assertive specific assumptions with account to approaching business decisions, some of which will change, and (iii) are necessarily abstract in nature. Some or all of the assumptions and estimates activated may not actualize or may alter decidedly from absolute results. As a result, investors are apprenticed to put the estimated numbers provided in ambience and not to abode disproportionate assurance on them.
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