VIRGINIA
|
54-1138147
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
3102 Shawnee Drive, Winchester, Virginia
|
22601
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock (no par value)
|
NASDAQ Global Select Market
|
Large accelerated filer [ ]
|
Accelerated filer [X]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
Item 1.
|
BUSINESS
|
Item 1A.
|
RISK FACTORS
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
LOCATION
|
DESCRIPTION
|
Allegany County, MD
|
Manufacturing Facility
|
Berryville, VA
|
Service Center*
|
Coppell, TX
|
Service Center*
|
Gas City, IN
|
Manufacturing Facility
|
Hardy County, WV
|
Manufacturing Facility*
|
Houston, TX
|
Satellite Service Center*
|
Humboldt, TN
|
Manufacturing Facility
|
Huntersville, NC
|
Service Center*
|
Jackson, GA
|
Manufacturing Facility
|
Kingman, AZ
|
Manufacturing Facility
|
Kennesaw, GA
|
Service Center*
|
Montgomeryville, PA
|
Service Center*
|
Monticello, KY
|
Manufacturing Facility
|
Orange, VA
|
Manufacturing Facility
|
Orlando, FL
|
Service Center*
|
Raleigh, NC
|
Satellite Service Center*
|
Phoenix, AZ
|
Service Center*
|
Rancho Cordova, CA
|
Service Center*
|
Tampa, FL
|
Service Center*
|
Toccoa, GA
|
Manufacturing Facility
|
Winchester, VA
|
Corporate Office*
|
Winchester, VA
|
Office (Customer Service)*
|
Winchester, VA
|
Office (MIS)*
|
Winchester, VA
|
Office (Product Dev./Logistics)*
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Name
|
Age
|
Position(s) Held During
Past Five Years
|
Kent B. Guichard
|
56
|
Company Chairman, President and Chief Executive Officer from August 2009 to present; Company President and Chief Executive Officer from August 2007 to August 2009; Company President and Chief Operating Officer from August 2006 to August 2007; Company Executive Vice President and Chief Operating Officer from August 2005 to August 2006; Company Director from November 1997 to present.
|
Jonathan H. Wolk
|
50
|
Company Senior Vice President and Chief Financial Officer from September 2010 to present; Company Vice President and Chief Financial Officer from December 2004 to September 2010; Company Corporate Secretary from May 2005 to present.
|
S. Cary Dunston
|
47
|
Company Senior Vice President, Manufacturing and Supply Chain Services from October 2006 to present; Vice President, Global Operations of Diamond Innovations (a private supplier of industrial diamonds) from March 2005 to September 2006.
|
Bradley S. Boyer
|
54
|
Company Senior Vice President, Sales and Marketing Remodel from September 2010 to present; Company Vice President, Remodeling Sales and Marketing from July 2008 to September 2010; Company Vice President, Home Center Sales and Marketing from January 2005 to July 2008.
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Item 6.
|
SELECTED FINANCIAL DATA
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||||||
(in millions, except per share data)
|
2012 | 1, 2 | 2011 | 2 | 2010 | 2 | 2009 | 2 | 2008 | |||||||||||
FINANCIAL STATEMENT DATA
|
||||||||||||||||||||
Net sales
|
$ | 515.8 | $ | 452.6 | $ | 406.5 | $ | 545.9 | $ | 602.4 | ||||||||||
Income (loss) before income taxes
|
(33.3 | ) | (30.0 | ) | (37.1 | ) | (6.2 | ) | 5.7 | |||||||||||
Net income (loss)
|
(20.8 | ) | (20.0 | ) | (22.3 | ) | (3.2 | ) | 4.3 | |||||||||||
Earnings (loss) per share:
|
||||||||||||||||||||
Basic
|
(1.45 | ) | (1.40 | ) | (1.58 | ) | (0.23 | ) | 0.30 | |||||||||||
Diluted
|
(1.45 | ) | (1.40 | ) | (1.58 | ) | (0.23 | ) | 0.29 | |||||||||||
Depreciation and amortization expense
|
23.4 | 26.7 | 30.9 | 35.1 | 35.2 | |||||||||||||||
Total assets
|
265.1 | 268.4 | 282.4 | 303.7 | 314.8 | |||||||||||||||
Long-term debt, less current maturities
|
23.8 | 24.7 | 25.6 | 26.5 | 26.0 | |||||||||||||||
Total shareholders’ equity
|
130.0 | 154.0 | 175.3 | 203.7 | 214.6 | |||||||||||||||
Cash dividends declared per share
|
0.09 | 0.36 | 0.36 | 0.36 | 0.33 | |||||||||||||||
Average shares outstanding
|
||||||||||||||||||||
Basic
|
14.3 | 14.3 | 14.1 | 14.1 | 14.5 | |||||||||||||||
Diluted
|
14.3 | 14.3 | 14.1 | 14.1 | 14.5 | |||||||||||||||
PERCENT OF SALES
|
||||||||||||||||||||
Gross profit
|
12.9 | % | 11.7 | % | 12.0 | % | 16.4 | % | 17.1 | % | ||||||||||
Selling, general and administrative expenses
|
16.2 | 18.5 | 20.5 | 15.9 | 16.4 | |||||||||||||||
Income (loss) before income taxes
|
(6.4 | ) | (6.6 | ) | (9.1 | ) | (1.1 | ) | 0.9 | |||||||||||
Net income (loss)
|
(4.0 | ) | (4.4 | ) | (5.5 | ) | (0.6 | ) | 0.7 | |||||||||||
RATIO ANALYSIS
|
||||||||||||||||||||
Current ratio
|
2.2 | 2.4 | 2.5 | 2.6 | 2.6 | |||||||||||||||
Inventory turnover
3
|
19.2 | 16.1 | 12.3 | 11.5 | 9.7 | |||||||||||||||
Collection period – days
4
|
30.0 | 30.1 | 32.9 | 33.5 | 31.9 | |||||||||||||||
Percentage of capital (long-term debt plus equity):
|
||||||||||||||||||||
Long-term debt, less current maturities
|
15.5 | % | 13.8 | % | 12.7 | % | 11.5 | % | 10.8 | % | ||||||||||
Equity
|
84.5 | 86.2 | 87.3 | 88.5 | 89.2 | |||||||||||||||
Return on equity (average %)
|
(14.6 | ) | (12.2 | ) | (11.8 | ) | (1.5 | ) | 1.9 |
1 |
The Company announced plans to realign its manufacturing network during fiscal 2012. The impact of these initiatives in fiscal 2012 increased operating loss, net loss and loss per share by $15,917,000, $9,710,000 and $0.68, respectively.
|
2 |
The Company performed a reduction-in-force of salaried personnel and announced plans to realign its manufacturing network during fiscal 2009. The impact of these initiatives in fiscal 2009 reduced operating income (loss), net income (loss) and earnings (loss) per share by $9,743,000, $6,050,000 and $0.43, respectively. During fiscal 2010, these same initiatives increased operating loss, net loss and loss per share by $2,808,000, $1,722,000 and $0.12, respectively. During fiscal 2011, these same initiatives increased operating loss, net loss and loss per share by $62,000, $39,000 and $0.00, respectively. During fiscal 2012, these same initiatives increased operating loss, net loss and loss per share by $404,000, $246,000 and $0.01, respectively.
|
3 |
Based on the average of beginning and ending inventory.
|
4 |
Based on the ratio of average monthly customer receivables to average sales per day.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
PERCENTAGE OF NET SALES
|
||||||||||||
Fiscal Years Ended April 30
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Net sales
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of sales and distribution
|
87.1 | 88.3 | 88.0 | |||||||||
Gross profit
|
12.9 | 11.7 | 12.0 | |||||||||
Selling and marketing expenses
|
11.3 | 13.5 | 14.0 | |||||||||
General and administrative expenses
|
4.9 | 5.0 | 6.5 | |||||||||
Restructuring charges
|
3.2 | 0.0 | 0.7 | |||||||||
Operating loss
|
(6.5 | ) | (6.8 | ) | (9.2 | ) | ||||||
Interest expense/other (income) expense
|
(0.1 | ) | (0.2 | ) | (0.1 | ) | ||||||
Loss before income taxes
|
(6.4 | ) | (6.6 | ) | (9.1 | ) | ||||||
Income tax benefit
|
(2.4 | ) | (2.2 | ) | (3.6 | ) | ||||||
Net loss
|
(4.0 | ) | (4.4 | ) | (5.5 | ) |
·
|
Creation of approximately 2.0 million private sector jobs in the U.S. during the Company’s fiscal 2012 (according to the U.S. Department of Labor);
|
·
|
Creation of over 1.1 million new U.S. households during calendar 2011, compared with less than 0.8 million new households during the two preceding years combined (according to the U.S. Census Bureau);
|
·
|
An 8.8% improvement in Gross Private Residential Fixed Investment reported by the U.S. Department of Commerce during the first quarter of calendar 2012, compared with the same quarter one year ago; and
|
·
|
Increases in total housing starts and single family housing starts during the Company’s fiscal 2012 of 17% and 4%, respectively, as compared to the Company’s fiscal 2011, according to the U.S. Department of Commerce.
|
·
|
The median price of existing homes sold in the U.S. declined for the 6
th
consecutive year during the Company’s fiscal 2012, according to data provided by the National Association of Realtors;
|
·
|
Consumer confidence, as reported by the University of Michigan, averaged a lower level during the Company’s fiscal 2012 than in fiscal 2011; and
|
·
|
Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by less than 1% during fiscal 2012, inclusive of increased new construction sales and therefore indicative of lower remodeling sales.
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||||||
(in thousands)
|
2012
|
2011
|
2010
|
2012 vs. 2011 PERCENTCHANGE
|
2011 vs. 2010 PERCENTCHANGE
|
|||||||||||||||
Net sales
|
$ | 515,814 | $ | 452,589 | $ | 406,540 | 14 | % | 11 | % | ||||||||||
Gross profit
|
66,475 | 52,751 | 48,921 | 26 | 8 | |||||||||||||||
Selling and marketing expenses
|
58,271 | 61,034 | 56,935 | (5 | ) | 7 | ||||||||||||||
General and administrative expenses
|
25,329 | 22,709 | 26,434 | 12 | (14 | ) | ||||||||||||||
Interest expense
|
527 | 572 | 637 | (8 | ) | (10 | ) |
·
|
Labor and overhead costs improved by 3.7% as a percentage of net sales compared with the prior fiscal year, as increased sales volume caused increased productivity of direct labor and absorption of fixed overhead costs;
|
·
|
Materials and freight costs increased as a percentage of net sales by 1.8% during fiscal 2012 as compared with fiscal 2011, driven primarily by inflationary pressures in finishing materials, lumber, cartons, imported components, and diesel fuel; and
|
·
|
Sales promotion costs increased by 0.7% of net sales during fiscal 2012, as the Company chose to remain competitive with competitors’ promotional offerings to drive sales growth in a challenging market. Sales promotions generally involved the use of free products or cash reimbursements back to the Company’s large retail customers and were deducted from gross margin as opposed to being classified as operating expenses.
|
·
|
Sales promotion costs increased by 2.2% of net sales during fiscal 2011 due to extremely challenging market conditions and a highly competitive remodeling market;
|
·
|
Materials and freight costs increased as a percentage of net sales by 1.1% during fiscal 2011 as compared with fiscal 2010, driven primarily by increases in paint, cartons, particleboard, imported components, and diesel fuel; and
|
·
|
Labor and overhead costs improved by 3.0% as a percentage of net sales during fiscal 2011 compared with the prior fiscal year, as increased sales volume caused increased productivity of direct labor and absorption of fixed overhead costs.
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||||||
(in thousands)
|
Total Amounts
|
2013
|
2014 – 2015 | 2016 – 2017 |
2018 and Thereafter
|
|||||||||||||||
Revolving credit facility
|
$ | 10,000 | $ | -- | $ | 10,000 | $ | -- | $ | -- | ||||||||||
Economic development loans
|
3,524 | -- | -- | 2,234 | 1,290 | |||||||||||||||
Term loans
|
3,858 | 328 | 718 | 804 | 2,008 | |||||||||||||||
Capital lease obligations
|
7,283 | 547 | 1,131 | 1,140 | 4,465 | |||||||||||||||
Interest on long-term debt
1
|
2,460 | 480 | 902 | 599 | 479 | |||||||||||||||
Operating lease obligations
|
13,729 | 3,665 | 6,206 | 3,803 | 55 | |||||||||||||||
Pension contributions
2
|
30,410 | 7,350 | 11,970 | 11,090 | -- | |||||||||||||||
Total
|
$ | 71,264 | $ | 12,370 | $ | 30,927 | $ | 19,670 | $ | 8,297 |
1
Interest commitments under interest bearing debt consist of interest under the Company’s primary loan agreement, term loans and capitalized lease agreements. Amounts outstanding under the Company’s revolving credit facility, $10 million at April 30, 2012, bears a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 1.25%. Interest under the Company’s term loans and capitalized lease agreements is fixed at rates between 2% and 6.5%. Interest commitments under interest bearing debt for the Company’s revolving credit facility are at LIBOR plus the spread as of April 30, 2012, throughout the remaining term of the facility.
|
2
The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond 2017 have not been determined at this time.
|
(in millions)
|
IMPACT OF 1% INCREASE
|
IMPACT OF 1% DECREASE
|
||||||
(decrease) increase
|
||||||||
Effect on annual pension expense
|
$ | (2.9 | ) | $ | 3.4 | |||
Effect on projected pension benefit obligation
|
$ | (19.3 | ) | $ | 24.5 |
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
APRIL 30
|
||||||||
(in thousands, except share and per share data)
|
2012
|
2011
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 66,620 | $ | 55,420 | ||||
Customer receivables, net
|
32,533 | 31,067 | ||||||
Inventories
|
22,340 | 24,471 | ||||||
Income taxes receivable and other
|
2,523 | 3,799 | ||||||
Deferred income taxes
|
7,086 | 5,659 | ||||||
Total Current Assets
|
131,102 | 120,416 | ||||||
Property, plant and equipment, net
|
75,375 | 100,628 | ||||||
Restricted cash
|
7,064 | 14,419 | ||||||
Promotional displays, net
|
5,073 | 7,330 | ||||||
Deferred income taxes
|
34,969 | 21,178 | ||||||
Other assets
|
11,538 | 4,399 | ||||||
TOTAL ASSETS
|
$ | 265,121 | $ | 268,370 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 19,492 | $ | 18,569 | ||||
Current maturities of long-term debt
|
875 | 928 | ||||||
Accrued compensation and related expenses
|
21,963 | 15,607 | ||||||
Accrued marketing expenses
|
8,756 | 7,408 | ||||||
Other accrued expenses
|
8,135 | 8,332 | ||||||
Total Current Liabilities
|
59,221 | 50,844 | ||||||
Long-term debt, less current maturities
|
23,790 | 24,655 | ||||||
Defined benefit pension liabilities
|
50,547 | 36,726 | ||||||
Other long-term liabilities
|
1,543 | 2,180 | ||||||
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 April 30, 2012: 14,395,273
at April 30, 2011: 14,295,540
|
96,205 | 92,408 | ||||||
Retained earnings
|
61,422 | 83,495 | ||||||
Accumulated other comprehensive loss -
|
||||||||
Defined benefit pension plans
|
(27,607 | ) | (21,938 | ) | ||||
Total Shareholders’ Equity
|
130,020 | 153,965 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 265,121 | $ | 268,370 | ||||
See notes to consolidated financial statements.
|
ACCUMULATED
|
||||||||||||||||||||
(in thousands, except share data)
|
OTHER
|
TOTAL
|
||||||||||||||||||
COMMON STOCK
|
RETAINED
|
COMPREHENSIVE
|
SHAREHOLDERS'
|
|||||||||||||||||
SHARES
|
AMOUNT
|
EARNINGS
|
LOSS
|
EQUITY
|
||||||||||||||||
Balance, May 1, 2009
|
14,094,449 | $ | 82,293 | $ | 136,074 | $ | (14,685 | ) | $ | 203,682 | ||||||||||
Comprehensive Loss:
|
||||||||||||||||||||
Net loss
|
(22,341 | ) | (22,341 | ) | ||||||||||||||||
Other comprehensive loss, net of tax:
|
||||||||||||||||||||
Change in pension benefits
|
(6,793 | ) | (6,793 | ) | ||||||||||||||||
Total Comprehensive Loss
|
(29,134 | ) | ||||||||||||||||||
Stock-based compensation
|
4,392 | 4,392 | ||||||||||||||||||
Adjustments to excess tax benefit
from stock-based compensation
|
(439 | ) | (439 | ) | ||||||||||||||||
Cash dividends
|
(5,090 | ) | (5,090 | ) | ||||||||||||||||
Exercise of stock-based compensation awards
|
54,070 | 719 | 719 | |||||||||||||||||
Employee benefit plan contributions
|
56,943 | 1,188 | 1,188 | |||||||||||||||||
Balance, April 30, 2010
|
14,205,462 | $ | 88,153 | $ | 108,643 | $ | (21,478 | ) | $ | 175,318 | ||||||||||
Comprehensive Loss:
|
||||||||||||||||||||
Net loss
|
(20,018 | ) | (20,018 | ) | ||||||||||||||||
Other comprehensive loss, net of tax:
|
||||||||||||||||||||
Change in pension benefits
|
(460 | ) | (460 | ) | ||||||||||||||||
Total Comprehensive Loss
|
(20,478 | ) | ||||||||||||||||||
Stock-based compensation
|
3,995 | 3,995 | ||||||||||||||||||
Adjustments to excess tax benefit
from stock-based compensation
|
(1,347 | ) | (1,347 | ) | ||||||||||||||||
Cash dividends
|
(5,130 | ) | (5,130 | ) | ||||||||||||||||
Exercise of stock-based compensation awards
|
27,401 | 394 | 394 | |||||||||||||||||
Employee benefit plan contributions
|
62,677 | 1,213 | 1,213 | |||||||||||||||||
Balance, April 30, 2011
|
14,295,540 | $ | 92,408 | $ | 83,495 | $ | (21,938 | ) | $ | 153,965 | ||||||||||
Comprehensive Loss:
|
||||||||||||||||||||
Net loss
|
(20,786 | ) | (20,786 | ) | ||||||||||||||||
Other comprehensive loss, net of tax:
|
||||||||||||||||||||
Change in pension benefits
|
(5,669 | ) | (5,669 | ) | ||||||||||||||||
Total Comprehensive Loss
|
(26,455 | ) | ||||||||||||||||||
Stock-based compensation
|
3,413 | 3,413 | ||||||||||||||||||
Adjustments to excess tax benefit
from stock-based compensation
|
(859 | ) | (859 | ) | ||||||||||||||||
Cash dividends
|
(1,287 | ) | (1,287 | ) | ||||||||||||||||
Exercise of stock-based compensation awards
|
19,410 | 12 | 12 | |||||||||||||||||
Employee benefit plan contributions
|
80,323 | 1,231 | 1,231 | |||||||||||||||||
Balance, April 30, 2012
|
14,395,273 | $ | 96,205 | $ | 61,422 | $ | (27,607 | ) | $ | 130,020 | ||||||||||
See notes to consolidated financial statements.
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
(in thousands)
|
2012
|
2011
|
2010
|
|||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (20,786 | ) | $ | (20,018 | ) | $ | (22,341 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
23,387 | 26,703 | 30,876 | |||||||||
Net loss on disposal of property, plant and equipment
|
180 | 209 | 209 | |||||||||
Impairment loss related to restructuring activities
|
7,913 | -- | -- | |||||||||
(Gain) loss on sales of assets held for sale
|
111 | (982 | ) | -- | ||||||||
Stock-based compensation expense
|
3,413 | 3,995 | 4,392 | |||||||||
Deferred income taxes
|
(12,290 | ) | (8,185 | ) | (5,800 | ) | ||||||
Pension expense in excess of contributions
|
4,528 | 6,907 | 5,029 | |||||||||
Tax benefit from stock-based compensation
|
-- | (80 | ) | (212 | ) | |||||||
Other non-cash items
|
867 | (971 | ) | (992 | ) | |||||||
Changes in operating assets and liabilities:
|
||||||||||||
Customer receivables
|
(1,533 | ) | (3,514 | ) | (640 | ) | ||||||
Inventories
|
115 | 331 | 7,302 | |||||||||
Income taxes receivable and other assets
|
(320 | ) | 5,709 | (9,370 | ) | |||||||
Accounts payable
|
923 | 4,534 | (1,035 | ) | ||||||||
Accrued compensation, marketing and other accrued expenses
|
9,545 | (1,442 | ) | (6,126 | ) | |||||||
Net Cash Provided by Operating Activities
|
16,053 | 13,196 | 1,292 | |||||||||
INVESTING ACTIVITIES
|
||||||||||||
Payments to acquire property, plant and equipment
|
(6,679 | ) | (4,952 | ) | (2,861 | ) | ||||||
Proceeds from sales of property, plant and equipment
|
15 | 3 | 131 | |||||||||
Proceeds from sales of assets held for sale
|
56 | 2,939 | -- | |||||||||
Investment in promotional displays
|
(3,310 | ) | (3,456 | ) | (8,737 | ) | ||||||
Net Cash Used by Investing Activities
|
(9,918 | ) | (5,466 | ) | (11,467 | ) | ||||||
FINANCING ACTIVITIES
|
||||||||||||
Payments of long-term debt
|
(1,021 | ) | (892 | ) | (10,859 | ) | ||||||
Proceeds from long-term debt
|
-- | -- | 10,000 | |||||||||
Change in restricted cash
|
7,355 | -- | (14,419 | ) | ||||||||
Tax benefit from stock-based compensation
|
-- | 80 | 212 | |||||||||
Proceeds from issuance of common stock and other
|
18 | 399 | 743 | |||||||||
Payment of dividends
|
(1,287 | ) | (5,130 | ) | (5,090 | ) | ||||||
Net Cash Provided (Used) by Financing Activities
|
5,065 | (5,543 | ) | (19,413 | ) | |||||||
Net Increase/(Decrease) in Cash and Cash Equivalents
|
11,200 | 2,187 | (29,588 | ) | ||||||||
Cash and Cash Equivalents, Beginning of Year
|
55,420 | 53,233 | 82,821 | |||||||||
Cash and Cash Equivalents, End of Year
|
$ | 66,620 | $ | 55,420 | $ | 53,233 | ||||||
See notes to consolidated financial statements.
|
APRIL 30
|
||||||||
(in thousands)
|
2012
|
2011
|
||||||
Gross customer receivables
|
$ | 34,572 | $ | 33,039 | ||||
Less:
|
||||||||
Allowance for doubtful accounts
|
(93 | ) | (67 | ) | ||||
Allowance for returns and discounts
|
(1,946 | ) | (1,905 | ) | ||||
Net customer receivables
|
$ | 32,533 | $ | 31,067 |
APRIL 30
|
||||||||
(in thousands)
|
2012
|
2011
|
||||||
Raw materials
|
$ | 9,412 | $ | 9,275 | ||||
Work-in-process
|
14,543 | 16,597 | ||||||
Finished goods
|
8,734 | 8,679 | ||||||
Total FIFO inventories
|
32,689 | 34,551 | ||||||
Reserve to adjust inventories to LIFO value
|
(10,349 | ) | (10,080 | ) | ||||
Total LIFO inventories
|
$ | 22,340 | $ | 24,471 |
APRIL 30
|
||||||||
(in thousands)
|
2012
|
2011
|
||||||
Land
|
$ | 5,929 | $ | 6,378 | ||||
Buildings and improvements
|
65,750 | 84,047 | ||||||
Buildings and improvements-capital leases
|
11,202 | 20,356 | ||||||
Machinery and equipment
|
169,406 | 180,607 | ||||||
Machinery and equipment-capital leases
|
26,685 | 27,354 | ||||||
Construction in progress
|
2,908 | 1,144 | ||||||
281,880 | 319,886 | |||||||
Less accumulated amortization and depreciation
|
(206,505 | ) | (219,258 | ) | ||||
Total
|
$ | 75,375 | $ | 100,628 |
FISCAL YEARS ENDING APRIL 30
|
||||||||||||||||||||||||||||
(in thousands)
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018 AND THERE-AFTER
|
TOTAL OUTSTAND-ING
|
|||||||||||||||||||||
Revolving credit facility
|
$ | -- | $ | -- | $ | 10,000 | $ | -- | $ | -- | $ | -- | $ | 10,000 | ||||||||||||||
Economic development loans
|
-- | -- | -- | -- | 2,234 | 1,290 | 3,524 | |||||||||||||||||||||
Term loans
|
328 | 348 | 370 | 393 | 411 | 2,008 | 3,858 | |||||||||||||||||||||
Capital lease obligations
|
547 | 559 | 572 | 573 | 567 | 4,465 | 7,283 | |||||||||||||||||||||
Total
|
$ | 875 | $ | 907 | $ | 10,942 | $ | 966 | $ | 3,212 | $ | 7,763 | $ | 24,665 | ||||||||||||||
Less current maturities
|
$ | 875 | ||||||||||||||||||||||||||
Total long-term debt
|
$ | 23,790 |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
(in thousands, except per share amounts)
|
2012
|
2011
|
2010
|
|||||||||
Numerator used in basic and diluted earnings (net loss) per common share:
|
||||||||||||
Net loss
|
$ | (20,786 | ) | $ | (20,018 | ) | $ | (22,341 | ) | |||
Denominator:
|
||||||||||||
Denominator for basic earnings (net loss) per common share - weighted-average shares
|
14,344 | 14,252 | 14,146 | |||||||||
Effect of dilutive securities:
|
||||||||||||
Stock options and restricted stock units
|
-- | -- | -- | |||||||||
Denominator for diluted earnings (net loss) per common share - weighted-average shares and assumed conversions
|
14,344 | 14,252 | 14,146 | |||||||||
Net loss per share
|
||||||||||||
Basic
|
$ | (1.45 | ) | $ | (1.40 | ) | $ | (1.58 | ) | |||
Diluted
|
$ | (1.45 | ) | $ | (1.40 | ) | $ | (1.58 | ) |
Fiscal Years Ended April 30
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Weighted-average fair value of grants
|
$ | 5.43 | $ | 8.87 | $ | 16.05 | ||||||
Expected volatility
|
35.1 | % | 49.1 | % | 82.8 | % | ||||||
Expected term in years
|
6.0 | 6.2 | 6.0 | |||||||||
Risk-free interest rate
|
2.24 | % | 2.64 | % | 3.59 | % | ||||||
Expected dividend yield
|
2.0 | % | 1.7 | % | 1.5 | % |
Aggregate
|
||||||||||||||||
Number
|
Remaining
|
Intrinsic
|
||||||||||||||
of
|
Contractual
|
Exercise
|
Value
|
|||||||||||||
Options
|
Term
|
Price
|
(in thousands)
|
|||||||||||||
Outstanding at April 30, 2009
|
2,328,769 | 6.1 | $ | 28.79 | $ | 629 | ||||||||||
Granted
|
120,000 | 9.1 | 24.73 | -- | ||||||||||||
Exercised
|
(103,700 | ) | -- | 16.59 | 551 | |||||||||||
Cancelled or expired
|
(239,554 | ) | -- | 29.26 | 10 | |||||||||||
Outstanding at April 30, 2010
|
2,105,515 | 5.6 | $ | 29.03 | $ | 295 | ||||||||||
Granted
|
115,000 | 9.1 | 20.87 | -- | ||||||||||||
Exercised
|
(27,000 | ) | -- | 14.80 | 216 | |||||||||||
Cancelled or expired
|
(588,159 | ) | -- | 29.58 | -- | |||||||||||
Outstanding at April 30, 2011
|
1,605,356 | 5.7 | $ | 28.48 | $ | 29 | ||||||||||
Granted
|
130,000 | 9.1 | 18.16 | -- | ||||||||||||
Exercised
|
(1,200 | ) | -- | 14.93 | 6 | |||||||||||
Cancelled or expired
|
(109,396 | ) | -- | 28.82 | -- | |||||||||||
Outstanding at April 30, 2012
|
1,624,760 | 5.1 | $ | 27.64 | $ | -- | ||||||||||
Vested and expected to vest in the future at April 30, 2012
|
1,593,505 | 5.0 | $ | 27.78 | $ | -- | ||||||||||
Exercisable at April 30, 2012
|
1,389,756 | 4.5 | $ | 28.93 | $ | -- |
OPTIONS OUTSTANDING
|
OPTIONS EXERCISABLE
|
|||||||||||||||||||||
OPTION PRICE
|
REMAINING
|
EXERCISE
|
EXERCISE
|
|||||||||||||||||||
PER SHARE
|
OPTIONS
|
LIFE
|
PRICE
|
OPTIONS
|
PRICE
|
|||||||||||||||||
$ | 18.16-$18.16 | 125,000 | 9.1 | $ | 18.16 | -- | $ | -- | ||||||||||||||
$ | 20.16-$26.85 | 725,600 | 5.6 | 23.99 | 615,596 | 24.32 | ||||||||||||||||
$ | 28.97-$34.63 | 751,548 | 4.0 | 32.31 | 751,548 | 32.31 | ||||||||||||||||
$ | 38.37-$42.17 | 22,612 | 2.5 | 41.43 | 22,612 | 41.43 | ||||||||||||||||
1,624,760 | 1,389,756 |
Performance-Based
RSUs
|
Service-Based
RSUs
|
Total
RSUs
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||||||
Awarded in fiscal 2010
|
128,325 | 64,425 | 192,750 | $ | 22.00 | |||||||||||
Less forfeited
|
(10,425 | ) | (3,925 | ) | (14,350 | ) | $ | 22.10 | ||||||||
Issued and outstanding, April 30, 2010
|
117,900 | 60,500 | 178,400 | $ | 21.99 | |||||||||||
Awarded in fiscal 2011
|
125,475 | 61,825 | 187,300 | $ | 19.25 | |||||||||||
Less cancelled due to non-achievement of performance goals
|
(63,145 | ) | -- | (63,145 | ) | $ | 22.10 | |||||||||
Less settled in common stock
|
(364 | ) | (260 | ) | (624 | ) | $ | 22.10 | ||||||||
Less forfeited
|
(5,296 | ) | (2,965 | ) | (8,261 | ) | $ | 21.96 | ||||||||
Issued and outstanding, April 30, 2011
|
174,570 | 119,100 | 293,670 | $ | 20.25 | |||||||||||
Awarded in fiscal 2012
|
134,250 | 64,750 | 199,000 | $ | 17.00 | |||||||||||
Less cancelled due to non-achievement of performance goals
|
(48,870 | ) | -- | (48,870 | ) | $ | 19.81 | |||||||||
Less settled in common stock
|
(666 | ) | (17,951 | ) | (18,617 | ) | $ | 21.15 | ||||||||
Less forfeited
|
(22,208 | ) | (10,171 | ) | (32,379 | ) | $ | 19.30 | ||||||||
Issued and outstanding, April 30, 2012
|
237,076 | 155,728 | 392,804 | $ | 18.75 |
(in thousands)
|
2012
|
2011
|
2010
|
|||||||||
Cost of sales and distribution
|
$ | 531 | $ | 735 | $ | 909 | ||||||
Selling and marketing expenses
|
715 | 842 | 1,049 | |||||||||
General and administrative expenses
|
2,167 | 2,418 | 2,434 | |||||||||
Stock-based compensation expense, before income taxes
|
$ | 3,413 | $ | 3,995 | $ | 4,392 |
PENSION BENEFITS
|
||||||||
(in thousands)
|
2012
|
2011
|
||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION
|
||||||||
Projected benefit obligation at beginning of year
|
$ | 120,059 | $ | 107,441 | ||||
Service cost
|
5,305 | 4,717 | ||||||
Interest cost
|
6,533 | 6,268 | ||||||
Actuarial losses
|
26,318 | 4,530 | ||||||
Benefits paid
|
(3,293 | ) | (2,897 | ) | ||||
Curtailments
|
(18,658 | ) | -- | |||||
Projected benefit obligation at end of year
|
$ | 136,264 | $ | 120,059 | ||||
CHANGE IN PLAN ASSETS
|
||||||||
Fair value of plan assets at beginning of year
|
$ | 83,334 | $ | 78,376 | ||||
Actual return on plan assets
|
2,805 | 7,855 | ||||||
Company contributions
|
2,871 | -- | ||||||
Benefits paid
|
(3,293 | ) | (2,897 | ) | ||||
Fair value of plan assets at end of year
|
$ | 85,717 | $ | 83,334 | ||||
Funded status of the plans
|
$ | (50,547 | ) | $ | (36,726 | ) | ||
Unamortized prior service cost
|
-- | 384 | ||||||
Unrecognized net actuarial loss
|
45,255 | 35,578 | ||||||
Accrued benefit cost
|
$ | (5,292 | ) | $ | (764 | ) | ||
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
|
||||||||
Defined benefit pension liabilities
|
$ | (50,547 | ) | $ | (36,726 | ) | ||
Accumulated other comprehensive loss
|
45,255 | 35,962 | ||||||
Net amount recognized
|
$ | (5,292 | ) | $ | (764 | ) |
PENSION BENEFITS
|
||||||||||||
(in thousands)
|
2012
|
2011
|
2010
|
|||||||||
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
|
||||||||||||
Service cost
|
$ | 5,305 | $ | 4,717 | $ | 3,321 | ||||||
Interest cost
|
6,533 | 6,268 | 5,619 | |||||||||
Expected return on plan assets
|
(6,533 | ) | (6,159 | ) | (5,282 | ) | ||||||
Amortization of prior service cost
|
53 | 85 | 115 | |||||||||
Curtailment loss
|
331 | -- | -- | |||||||||
Recognized net actuarial loss
|
1,710 | 1,996 | 1,256 | |||||||||
Pension benefit cost
|
$ | 7,399 | $ | 6,907 | $ | 5,029 |
FISCAL YEAR
|
BENEFIT PAYMENTS
|
|||
(in thousands)
|
||||
2013
|
$ | 3,846 | ||
2014
|
4,261 | |||
2015
|
4,674 | |||
2016
|
5,103 | |||
2017
|
5,479 | |||
Years 2018-2022
|
33,489 |
Fair Value Measurements at April 30, 2012
|
||||||||||||||||
(in thousands)
|
Total
|
Quoted
Prices in Active
Markets
(Level 1)
|
Significant
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
Cash Equivalents
|
$ | 273 | $ | 273 | $ | -- | $ | -- | ||||||||
Equity Collective Funds:
1
|
||||||||||||||||
Equity Index Growth Fund
|
17,094 | -- | 17,094 | -- | ||||||||||||
Equity Index Value Fund
|
16,850 | -- | 16,850 | -- | ||||||||||||
Small Cap Index Fund
|
5,002 | -- | 5,002 | -- | ||||||||||||
International Equity Fund
|
3,315 | -- | 3,315 | -- | ||||||||||||
Fixed Income Collective Funds:
1
|
||||||||||||||||
Core Fixed Income Fund
|
25,824 | -- | 25,824 | -- | ||||||||||||
Capital Preservation Fund
|
17,359 | -- | 17,359 | -- | ||||||||||||
Total
|
$ | 85,717 | $ | 273 | $ | 85,444 | $ | -- | ||||||||
PLAN ASSET ALLOCATION
|
||||||||||||
2012
|
2012
|
2011
|
||||||||||
APRIL 30
|
TARGET
|
ACTUAL
|
ACTUAL
|
|||||||||
Equity Funds
|
50.0 | % | 49.5 | % | 50.8 | % | ||||||
Fixed Income Funds
|
50.0 | % | 50.5 | % | 49.2 | % | ||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
(in thousands)
|
2012
|
2011
|
2010
|
|||||||||
CURRENT EXPENSE (BENEFIT)
|
||||||||||||
Federal
|
$ | (36 | ) | $ | (2,368 | ) | $ | (8,260 | ) | |||
State
|
(176 | ) | 611 | (654 | ) | |||||||
Total current expense (benefit)
|
(212 | ) | (1,757 | ) | (8,914 | ) | ||||||
DEFERRED BENEFIT
|
||||||||||||
Federal
|
(10,115 | ) | (6,065 | ) | (4,273 | ) | ||||||
State
|
(2,175 | ) | (2,120 | ) | (1,527 | ) | ||||||
Total deferred benefit
|
(12,290 | ) | (8,185 | ) | (5,800 | ) | ||||||
Total benefit from continuing operations
|
(12,502 | ) | (9,942 | ) | (14,714 | ) | ||||||
Other comprehensive loss
|
(3,624 | ) | (294 | ) | (4,343 | ) | ||||||
Total comprehensive income tax benefit
|
$ | (16,126 | ) | $ | (10,236 | ) | $ | (19,057 | ) |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Federal statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Effect of:
|
||||||||||||
Tax basis adjustment
|
(1.7 | )% | (3.3 | )% | 0.0 | % | ||||||
General business credits
|
0.3 | 0.1 | 1.0 | |||||||||
Meals and entertainment
|
(0.8 | ) | (0.8 | ) | (0.7 | ) | ||||||
Other
|
(0.3 | ) | (0.9 | ) | 0.1 | |||||||
Total
|
(2.5 | )% | (4.9 | )% | 0.4 | % | ||||||
Effective federal income tax rate
|
32.5 | % | 30.1 | % | 35.4 | % | ||||||
State income taxes, net of federal tax effect
|
5.1 | 3.1 | 4.3 | |||||||||
Effective income tax rate
|
37.6 | % | 33.2 | % | 39.7 | % |
(in thousands)
|
2012
|
2011
|
||||||
PRODUCT WARRANTY RESERVE
|
||||||||
Beginning balance
|
$ | 1,738 | $ | 1,582 | ||||
Accrual for warranties
|
8,605 | 7,460 | ||||||
Settlements
|
(8,458 | ) | (7,304 | ) | ||||
Ending balance at fiscal year end
|
$ | 1,885 | $ | 1,738 |
FISCAL YEAR
|
OPERATING
(in thousands)
|
CAPITAL
(in thousands)
|
||||||
2013
|
$ | 3,665 | $ | 692 | ||||
2014
|
3,256 | 692 | ||||||
2015
|
2,950 | 692 | ||||||
2016
|
2,626 | 681 | ||||||
2017
|
1,177 | 662 | ||||||
2018 (and thereafter)
|
55 | 4,800 | ||||||
$ | 13,729 | $ | 8,219 | |||||
Less amounts representing interest (between 2% and 6.5%)
|
(936 | ) | ||||||
Total obligations under capital leases
|
$ | 7,283 |
PERCENT OF ANNUAL GROSS SALES
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Customer A
|
41.5 | 38.7 | 35.1 | |||||||||
Customer B
|
26.0 | 34.2 | 36.3 |
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2012
|
||||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
ASSETS:
|
||||||||||||
Money market funds
|
$ | 38,874 | $ | -- | $ | -- | ||||||
Mutual funds
|
1,357 | -- | -- | |||||||||
Total assets at fair value
|
$ | 40,231 | $ | -- | $ | -- | ||||||
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2011
|
||||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
ASSETS:
|
||||||||||||
Money market funds
|
$ | 61,226 | $ | -- | $ | -- | ||||||
Mutual funds
|
1,574 | -- | -- | |||||||||
Total assets at fair value
|
$ | 62,800 | $ | -- | $ | -- |
Restructuring reserve balance as of
April 30, 2011:
|
$ | -- | ||
Additions
|
4,353 | |||
Payments
|
(1,536 | ) | ||
Reserve balance as of April 30, 2012:
|
$ | 2,817 |
FISCAL 2012
|
7/31/11
|
10/31/11
|
1/31/12
|
4/30/12
|
||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
Net sales
|
$ | 131,199 | $ | 128,418 | $ | 119,976 | $ | 136,221 | ||||||||
Gross profit
|
18,407 | 16,114 | 14,588 | 17,366 | ||||||||||||
Loss before income taxes
|
(3,908 | ) | (4,523 | ) | (15,653 | ) | (9,204 | ) | ||||||||
Net loss
|
(2,716 | ) | (2,976 | ) | (9,114 | ) | (5,980 | ) | ||||||||
Loss per share
|
||||||||||||||||
Basic
|
$ | (0.19 | ) | $ | (0.21 | ) | $ | (0.63 | ) | $ | (0.42 | ) | ||||
Diluted
|
$ | (0.19 | ) | $ | (0.21 | ) | $ | (0.63 | ) | $ | (0.42 | ) | ||||
FISCAL 2011
|
7/31/10
|
10/31/10
|
1/31/11
|
4/30/11
|
||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
Net sales
|
$ | 109,303 | $ | 107,613 | $ | 111,443 | $ | 124,230 | ||||||||
Gross profit
|
14,387 | 9,816 | 12,164 | 16,384 | ||||||||||||
Loss before income taxes
|
(5,535 | ) | (11,958 | ) | (9,309 | ) | (3,158 | ) | ||||||||
Net loss
|
(3,418 | ) | (7,384 | ) | (5,828 | ) | (3,388 | ) | ||||||||
Loss per share
|
||||||||||||||||
Basic
|
$ | (0.24 | ) | $ | (0.52 | ) | $ | (0.41 | ) | $ | (0.24 | ) | ||||
Diluted
|
$ | (0.24 | ) | $ | (0.52 | ) | $ | (0.41 | ) | $ | (0.24 | ) |
/s/ KENT B. GUICHARD
|
Kent B. Guichard
|
Chairman and Chief Executive Officer
|
/s/ JONATHAN H. WOLK
|
Jonathan H. Wolk
|
Senior Vice President and Chief Financial Officer
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
|
PART III
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
(a) 1.
|
Financial Statements
|
|
(a) 2.
|
Financial Statement Schedules
|
Schedule II – Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2012.
|
|
(a) 3.
|
Exhibits
|
3.1 (a)
|
Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
|
3.1 (b)
|
Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
|
3.2
|
Bylaws - as amended and restated December 14, 2009 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2010; Commission File No. 000-14798).
|
4.1
|
The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).
|
4.2
|
Amended and Restated Stockholders' Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245).
|
10.6 (a)(ii)
|
Fourth Amendment to Lease and Agreement, dated as of April 1, 2011, between the Company and Amwood Associates (Filed Herewith).
|
10.6 (b)
|
Lease, dated as of December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2001; Commission File No. 000-14798).
|
10.7 (a)
|
1999 Stock Option Plan (incorporated by reference to Appendix B to the Registrant’s Form DEF-14A as filed on July 15, 1999; Commission File No. 000-14798).*
|
10.7 (b)
|
Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Appendix B to the Registrant’s DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).*
|
10.7 (c)
|
Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees, dated as of June 16, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
|
10.7 (d)
|
Second Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees, dated as of May 21, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended July 31, 2010; Commission File No. 000-14798).*
|
10.7 (e)
|
2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).*
|
10.7 (f)
|
Amendment to 2006 Non-Employee Directors Equity Ownership Plan, dated as of August 27, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
|
10.7 (g)
|
2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on June 30, 2011; Commission File No. 000-14798).*
|
10.8 (a)
|
Form of Grant Letter used in connection with awards of time-based restricted stock units granted under the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
|
10.8 (b)
|
Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
|
10.8 (c)
|
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s 2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2010; Commission File No. 000-14798).*
|
10.8 (d)
|
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s 2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2011; Commission File No. 000-14798).*
|
10.8 (e)
|
Management Contract - Employment Agreement for Mr. Kent B. Guichard, President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 (a) to the Registrant’s Form 8-K as filed on September 4, 2008; Commission File No. 000-14798).*
|
10.8 (f)
|
Management Contract - Employment Agreement for Mr. Jonathan H. Wolk, Vice President and Chief Financial Officer (incorporated by reference to Exhibit 10.1(b) to the Registrant’s Form 8-K as filed on September 4, 2008; Commission File No. 000-14798).*
|
|
*Management contract or compensatory plan or arrangement.
|
AMERICAN WOODMARK CORPORATION
|
||||||||||||||||||||
(In Thousands)
|
||||||||||||||||||||
Description(a)
|
Balance at
Beginning
of Year
|
Additions
(Reductions)
Charged to
Cost and
Expenses
|
Other
|
Deductions
|
Balance
At End
of Year
|
|||||||||||||||
Year ended April 30, 2012:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 67 | $ | 123 | $ | -- | $ | (97 | )(b) | $ | 93 | |||||||||
Reserve for cash discounts
|
$ | 710 | $ | 7,317 | (c) | $ | -- | $ | (7,382 | )(d) | $ | 645 | ||||||||
Reserve for sales returns and allowances
|
$ | 1,194 | $ | 7,040 | (c) | $ | -- | $ | (6,933 | ) | $ | 1,301 | ||||||||
Year ended April 30, 2011:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 114 | $ | 74 | $ | -- | $ | (121 | )(b) | $ | 67 | |||||||||
Reserve for cash discounts
|
$ | 630 | $ | 7,174 | (c) | $ | -- | $ | (7,094 | )(d) | $ | 710 | ||||||||
Reserve for sales returns and allowances
|
$ | 1,257 | $ | 6,324 | (c) | $ | -- | $ | (6,387 | ) | $ | 1,194 | ||||||||
Year ended April 30, 2010:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 536 | $ | 363 | $ | -- | $ | (785 | )(b) | $ | 114 | |||||||||
Reserve for cash discounts
|
$ | 685 | $ | 6,798 | (c) | $ | -- | $ | (6,853 | )(d) | $ | 630 | ||||||||
Reserve for sales returns and allowances
|
$ | 1,507 | $ | 6,051 | (c) | $ | -- | $ | (6,301 | ) | $ | 1,257 |
American Woodmark Corporation
|
||
(Registrant)
|
||
June 29, 2012
|
/s/ KENT B. GUICHARD
|
|
Kent B. Guichard
Chairman and Chief Executive Officer
|
June 29, 2012
|
/s/ KENT B. GUICHARD
|
June 29, 2012
|
/s/ JONATHAN H. WOLK
|
|||
Kent B. Guichard
Chairman and Chief Executive Officer
(Principal Executive Officer)
Director
|
Jonathan H. Wolk
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|||||
June 29, 2012
|
/s/ WILLIAM F. BRANDT, JR.
|
June 29, 2012
|
/s/ ANDREW B. COGAN
|
|||
William F. Brandt, Jr.
Director
|
Andrew B. Cogan
Director
|
|||||
June 29, 2012
|
/s/ MARTHA M. DALLY
|
June 29, 2012
|
/s/ JAMES G. DAVIS, JR.
|
|||
Martha M. Dally
Director
|
James G. Davis, Jr.
Director
|
|||||
June 29, 2012
|
/s/ DANIEL T. HENDRIX
|
June 29, 2012
|
/s/ KENT J. HUSSEY
|
|||
Daniel T. Hendrix
Director
|
Kent J. Hussey
Director
|
|||||
June 29, 2012
|
/s/ CAROL B. MOERDYK
|
June 29, 2012
|
/s/ VANCE W. TANG
|
|||
Carol B. Moerdyk
Director
|
Vance W. Tang
Director
|
|||||
By:
|
/s/ Jonathan Wolk (SEAL)
|
Name:
|
Jonathan Wolk
|
Title:
|
Senior Vice President & CFO
|
By:
|
/s/ Chad J. Harcum (SEAL)
|
Name:
|
Chad J. Harcum
|
Title:
|
Senior Vice President
|
Type of Investment Property
|
Percentage
|
|
Cash and Cash Equivalents:
|
||
Wells Fargo Demand Deposit Account
|
100%
|
|
Wells Fargo Money Market Account
|
100%
|
|
Money Market Funds:
|
||
Listed Money Market Fund (AAA or Aaa Rated)
|
95%
|
|
US Government, Treasuries:
|
||
Liquid T-Bills
|
90%
|
By:
|
/s/ Jonathan Wolk (SEAL)
|
Name:
|
Jonathan Wolk
|
Title:
|
Senior Vice President & CFO
|
By:
|
/s/ Chad J. Harcum (SEAL)
|
Name:
|
Chad J. Harcum
|
Title:
|
Senior Vice President
|
By:
|
/s/ Jonathan Wolk (SEAL)
|
Name:
|
Jonathan Wolk
|
Title:
|
Senior Vice President & CFO
|
Location
|
Address
|
City, State Zip Code
|
Allegany
|
17600 Barton Park Drive, SW
|
Cumberland, MD 21502
|
Gas City
|
5300 Eastside Parkway
|
Gas City, IN 46933
|
Humboldt
|
One American Woodmark Drive
|
Humboldt, TN 38343
|
Jackson
|
1017 Highway 42 South
|
Jackson, GA 30233
|
Kingman
|
4475 Mohave Airport Drive
|
Kingman, AZ 86401
|
Monticello
|
7677 W. Highway 90
|
Monticello, KY 42633
|
Orange
|
281 Kentucky Road
|
Orange, VA 22960
|
South Branch
|
587 Robert C Byrd Industrial Park
|
Moorefield, WV 26836
|
Toccoa
|
398 Woodmark Drive
|
Eastanollee, GA 30538
|
Atlanta Builder Center
|
1955 Vaughn Road, Suite 106
|
Kennesaw, GA 30144
|
Berryville Builder Center
|
430 Jack Enders Blvd.
|
Berryville, VA 22611
|
Charlotte Builder Center
|
11515 Vanstory Dr. Suite 1000
|
Huntersville, NC 28078
|
Texas Builder Center
|
1122 W Bethel Road, Suite 300
|
Coppell, TX 75019
|
Houston Builder Center
|
10646 W. Little York, Suite 320
|
Houston, TX 77041
|
Orlando Builder Center
|
7443 Emerald Dunes Drive #100
|
Orlando, FL 32822
|
Phoenix Builder Center
|
5610 South 40
th
St. Suite 5 Bldg #1
|
Phoenix, AZ 85040
|
Raleigh Builder Center
|
609 Germantown Road
|
Raleigh, NC 27607
|
Sacramento Builder Center
|
11240 Pyrites Way
|
Gold River, CA 95670
|
Corporate
|
3102 Shawnee Drive
|
Winchester, VA 22601
|
Customer Care
|
120 Dawson Drive
|
Winchester, VA 22601
|
Product Development
|
160 Dawson Drive
|
Winchester, VA 22601
|
Technical Center
|
131 Dawson Drive
|
Winchester, VA 22601
|
Logistics/Transportation
|
170 Dawson Drvie
|
Winchester, VA 22601
|
Period
|
Adjustment
|
S/Month
|
$/Year
|
||||||||
4/1/11 to 3/31/12
|
N/C | $ | 38,328.76 | $ | 459,945.12 | ||||||
4/1/12 to 3/31/13
|
N/C | $ | 38,328.76 | $ | 459,945.12 | ||||||
4/1/13 to 3/31/14
|
plus 2%
|
$ | 39,095.34 | $ | 469,144.08 | ||||||
4/1/14 to 3/31/15
|
plus 2%
|
$ | 39,877.25 | $ | 478,527.00 | ||||||
4/1/15 to 3/31/16
|
plus 2%
|
$ | 40,674.80 | $ | 488,097.60 |
AMWOOD ASSOCIATES, a
|
|
Virginia Partnership
|
|
By:
|
/s/ Richard A. Graber
|
General Partner
|
|
AMERICAN WOODMARK
|
|
CORPORATION, a Virginia Corporation
|
|
By:
|
/s/ Glenn Eanes
|
Title:
|
Vice President & Treasurer
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Securities Ownership
|
Amende Cabinet Corporation
|
Virginia
|
100%
|
1.
|
I have reviewed this report on Form 10-K of American Woodmark Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 29, 2012
|
/s/ KENT B. GUICHARD
|
Kent B. Guichard
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-K of American Woodmark Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 29, 2012
|
/s/ JONATHAN H. WOLK
|
Jonathan H. Wolk
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Annual Report on Form 10-K of American Woodmark Corporation for the annual period ended April 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: June 29, 2012
|
/s/ KENT B. GUICHARD
|
Kent B. Guichard
|
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
Date: June 29, 2012
|
/s/ JONATHAN H. WOLK
|
Jonathan H. Wolk
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|