VIRGINIA
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54-1138147
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3102 Shawnee Drive, Winchester, Virginia
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22601
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock (no par value)
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NASDAQ Global Select Market
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Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company
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Item 1.
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BUSINESS
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Item 1A.
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RISK FACTORS
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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LOCATION
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DESCRIPTION
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Allegany County, MD
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Manufacturing Facility
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Berryville, VA
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Service Center*
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Coppell, TX
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Service Center*
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Gas City, IN
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Manufacturing Facility
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Hardy County, WV
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Manufacturing Facility*
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Houston, TX
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Satellite Service Center*
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Humboldt, TN
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Manufacturing Facility
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Huntersville, NC
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Service Center*
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Jackson, GA
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Manufacturing Facility
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Kingman, AZ
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Manufacturing Facility
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Kennesaw, GA
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Service Center*
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Montgomeryville, PA
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Service Center*
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Monticello, KY
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Manufacturing Facility
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Orange, VA
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Manufacturing Facility
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Orlando, FL
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Service Center*
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Raleigh, NC
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Satellite Service Center*
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Phoenix, AZ
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Service Center*
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Rancho Cordova, CA
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Service Center*
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Tampa, FL
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Service Center*
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Toccoa, GA
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Manufacturing Facility
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Winchester, VA
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Corporate Office*
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Winchester, VA
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Office (Customer Service)*
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Winchester, VA
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Office (MIS)*
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Winchester, VA
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Office (Product Dev./Logistics)*
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
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None.
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Name
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Age
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Position(s) Held During
Past Five Years
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Kent B. Guichard
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57
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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 Director from November 1997 to present.
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Jonathan H. Wolk
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51
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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.
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S. Cary Dunston
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48
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Company Executive Vice President, Operations from September 2012 to present; Company Senior Vice President, Manufacturing and Supply Chain Services from October 2006 to September 2012.
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Bradley S. Boyer
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54
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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.
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 6.
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SELECTED FINANCIAL DATA
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FISCAL YEARS ENDED APRIL 30
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||||||||||||||||||||
(in millions except per share data)
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2013 | 1 | 2012 | 1,2 | 2011 | 2 | 2010 | 2 | 2009 | 2 | ||||||||||
FINANCIAL STATEMENT DATA
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||||||||||||||||||||
Net sales
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$ | 630.4 | $ | 515.8 | $ | 452.6 | $ | 406.5 | $ | 545.9 | ||||||||||
Operating income (loss)
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17.2 | (33.4 | ) | (31.1 | ) | (37.3 | ) | (7.2 | ) | |||||||||||
Net income (loss)
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9.8 | (20.8 | ) | (20.0 | ) | (22.3 | ) | (3.2 | ) | |||||||||||
Earnings (loss) per share:
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||||||||||||||||||||
Basic
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0.67 | (1.45 | ) | (1.40 | ) | (1.58 | ) | (0.23 | ) | |||||||||||
Diluted
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0.66 | (1.45 | ) | (1.40 | ) | (1.58 | ) | (0.23 | ) | |||||||||||
Depreciation and amortization expense
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14.4 | 23.4 | 26.7 | 30.9 | 35.1 | |||||||||||||||
Total assets
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294.0 | 265.1 | 268.4 | 282.4 | 303.7 | |||||||||||||||
Long-term debt, less current maturities
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23.6 | 23.8 | 24.7 | 25.6 | 26.5 | |||||||||||||||
Total shareholders' equity
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146.2 | 130.0 | 154.0 | 175.3 | 203.7 | |||||||||||||||
Cash dividends declared per share
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0.00 | 0.09 | 0.36 | 0.36 | 0.36 | |||||||||||||||
Average shares outstanding
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||||||||||||||||||||
Basic
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14.6 | 14.3 | 14.3 | 14.1 | 14.1 | |||||||||||||||
Diluted
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14.8 | 14.3 | 14.3 | 14.1 | 14.1 | |||||||||||||||
PERCENT OF SALES
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||||||||||||||||||||
Gross profit
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16.3 | % | 12.9 | % | 11.7 | % | 12.0 | % | 16.4 | % | ||||||||||
Selling, general and administrative expenses
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13.5 | 16.2 | 18.5 | 20.5 | 15.9 | |||||||||||||||
Income (loss) before income taxes
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2.7 | (6.4 | ) | (6.6 | ) | (9.1 | ) | (1.1 | ) | |||||||||||
Net income (loss)
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1.5 | (4.0 | ) | (4.4 | ) | (5.5 | ) | (0.6 | ) | |||||||||||
RATIO ANALYSIS
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||||||||||||||||||||
Current ratio
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2.6 | 2.2 | 2.4 | 2.5 | 2.6 | |||||||||||||||
Inventory turnover
3
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20.4 | 19.2 | 16.1 | 12.3 | 11.5 | |||||||||||||||
Collection period - days
4
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31.4 | 30.0 | 30.1 | 32.9 | 33.5 | |||||||||||||||
Percentage of capital (long-term debt plus equity):
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||||||||||||||||||||
Long-term debt, less current maturities
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13.9 | % | 15.5 | % | 13.8 | % | 12.7 | % | 11.5 | % | ||||||||||
Equity
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86.1 | 84.5 | 86.2 | 87.3 | 88.5 | |||||||||||||||
Return on equity (average %)
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7.1 | (14.6 | ) | (12.2 | ) | (11.8 | ) | (1.5 | ) |
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. During fiscal 2013, the charges related to these initiatives decreased operating income, net income and earnings per share by $1,433,000, $874,000 and $.06, respectively.
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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 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 initiatives increased operating loss, net loss and loss per share by $62,000, $39,000 and $0.00, respectively. During fiscal 2012, these initiatives increased operating loss, net loss and loss per share by $404,000, $246,000 and $0.01, respectively.
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3 |
Based on the average of beginning and ending inventory.
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4 |
Based on the ratio of average monthly customer receivables to average sales per day.
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Item 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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PERCENTAGE OF NET SALES
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||||||||
Fiscal Years Ended April 30
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||||||||
2013
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2012
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2011
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||||||
Net sales
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100.0
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%
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100.0
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%
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100.0
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%
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||
Cost of sales and distribution
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83.7
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87.1
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88.3
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|||||
Gross profit
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16.3
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12.9
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11.7
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|||||
Selling and marketing expenses
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9.1
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11.3
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13.5
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|||||
General and administrative expenses
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4.4
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4.9
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5.0
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|||||
Restructuring charges
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0.2
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3.2
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0.0
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|||||
Insurance recovery
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(0.1)
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0.0
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0.0
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|||||
Operating income (loss)
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2.7
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(6.5)
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(6.8)
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|||||
Interest expense/other (income) expense
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0.1
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(0.1)
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(0.2)
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|||||
Income (loss) before income taxes
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2.7
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(6.4)
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(6.6)
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|||||
Income tax expense (benefit)
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1.1
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(2.4)
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(2.2)
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|||||
Net income (loss)
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1.5
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(4.0)
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(4.4)
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·
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Creation of approximately 2 million private sector jobs in the U.S. during the Company’s fiscal years 2012 and 2013 (according to the U.S. Department of Labor);
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·
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A 15% improvement in Gross Private Residential Fixed Investment reported by the U.S. Department of Commerce during the most recent four quarters through the first quarter of calendar 2013, as compared with the same period one year ago;
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·
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Increases in total housing starts and single family housing starts during the Company’s fiscal 2013 of 32% and 28%, respectively, as compared to the Company’s fiscal 2012, according to the U.S. Department of Commerce;
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·
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The median price of existing homes sold in the U.S. improved for the first time in 7 years, rising by 10% during the Company’s fiscal 2013, according to data provided by the National Association of Realtors;
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·
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Consumer confidence, as reported by the University of Michigan, averaged 10% higher during the Company’s fiscal 2013 than in its prior fiscal year; and
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·
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Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by 11% during fiscal 2013, suggesting an increase in both new construction and remodeling sales of cabinets.
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FISCAL YEARS ENDED APRIL 30
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||||||||||||||||||||
(in thousands)
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2013
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2012
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2011
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2013 vs. 2012 PERCENT CHANGE
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2012 vs. 2011 PERCENT CHANGE
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|||||||||||||||
Net sales
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$ | 630,437 | $ | 515,814 | $ | 452,589 | 22 | % | 14 | % | ||||||||||
Gross profit
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102,656 | 66,475 | 52,751 | 54 | 26 | |||||||||||||||
Selling and marketing expenses
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57,402 | 58,271 | 61,034 | (1 | ) | (5 | ) | |||||||||||||
General and administrative expenses
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27,575 | 25,329 | 22,709 | 9 | 12 | |||||||||||||||
Interest expense
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643 | 527 | 572 | 22 | (8 | ) |
·
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Labor and overhead costs improved by 3.6% as a percentage of net sales compared with the prior fiscal year, as the combination of the increased sales volume and the plant closures caused both a decrease in overhead costs and improved absorption of fixed overhead costs, while labor costs became increasingly more efficient throughout fiscal 2013 as productivity gains were realized following the plant closures;
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·
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Materials and freight costs increased as a percentage of net sales by 1.6% during fiscal 2013 as compared with fiscal 2012, driven primarily by inflationary pressures in finishing materials, lumber, cartons, plywood, particleboard and paint, as well as from increased levels of outsourcing following the recent plant closures; and
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·
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Sales promotion costs improved by 1.4% of net sales during fiscal 2013 compared with the prior year, as a result of both an increased proportion of new construction sales to the Company’s total sales and reduced promotional activity. Sales promotions that involved the use of free products or cash reimbursements back to the Company’s large remodeling customers were deducted from gross margin as opposed to being classified as operating expenses.
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·
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Labor and overhead costs improved by 3.7% as a percentage of net sales during fiscal 2012 compared with the prior fiscal year, as increased sales volume caused increased productivity of direct labor and absorption of fixed overhead costs;
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·
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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
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·
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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.
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FISCAL YEARS ENDED APRIL 30
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||||||||||||||||||||
(in thousands)
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Total Amounts
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2014
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2015-2016 | 2017-2018 |
2019 and Thereafter
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|||||||||||||||
Revolving credit facility
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$ | 10,000 | $ | -- | $ | 10,000 | $ | -- | $ | -- | ||||||||||
Economic development loans
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3,480 | -- | -- | -- | 3,480 | |||||||||||||||
Term loans
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3,530 | 349 | 763 | 2,418 | -- | |||||||||||||||
Capital lease obligations
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7,739 | 806 | 1,689 | 1,356 | 3,888 | |||||||||||||||
Interest on long-term debt
1
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2,622 | 659 | 1,113 | 488 | 362 | |||||||||||||||
Operating lease obligations
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10,926 | 3,411 | 5,870 | 1,553 | 92 | |||||||||||||||
Pension contributions
2
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33,208 | 2,258 | 10,020 | 15,700 | 5,230 | |||||||||||||||
Total
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$ | 71,505 | $ | 7,483 | $ | 29,455 | $ | 21,515 | $ | 13,052 |
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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, $10 million at April 30, 2013, bear a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 2.625%. Interest under the Company’s term loans and capitalized lease agreements is fixed at rates between 2% and 6.5%. Interest commitments under interest bearing debt for the Company’s revolving credit facility are at LIBOR plus the spread as of April 30, 2013, throughout the remaining term of the facility.
|
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2
The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond fiscal 2019 have not been determined at this time.
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(in millions)
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IMPACT OF 1% INCREASE
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IMPACT OF 1% DECREASE
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||||||
(decrease) increase
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||||||||
Effect on annual pension expense
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$ | (1.1 | ) | $ | 1.1 | |||
Effect on projected pension benefit obligation
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$ | (21.1 | ) | $ | 26.9 |
Item 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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APRIL 30
|
||||||||
(in thousands, except share and per share data)
|
2013
|
2012
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
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$ | 96,971 | $ | 66,620 | ||||
Customer receivables, net
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39,044 | 32,533 | ||||||
Inventories
|
29,338 | 22,340 | ||||||
Prepaid expenses and other
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3,084 | 2,523 | ||||||
Deferred income taxes
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9,481 | 7,086 | ||||||
Total Current Assets
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177,918 | 131,102 | ||||||
Property, plant and equipment, net
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74,064 | 75,375 | ||||||
Restricted cash
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-- | 7,064 | ||||||
Promotional displays, net
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5,811 | 5,073 | ||||||
Deferred income taxes
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29,262 | 34,969 | ||||||
Other assets
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6,938 | 11,538 | ||||||
TOTAL ASSETS
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$ | 293,993 | $ | 265,121 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
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$ | 23,306 | $ | 19,492 | ||||
Current maturities of long-term debt
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1,155 | 875 | ||||||
Accrued compensation and related expenses
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26,213 | 21,963 | ||||||
Accrued marketing expenses
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10,159 | 8,756 | ||||||
Other accrued expenses
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8,275 | 8,135 | ||||||
Total Current Liabilities
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69,108 | 59,221 | ||||||
Long-term debt, less current maturities
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23,594 | 23,790 | ||||||
Defined benefit pension liabilities
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53,696 | 50,547 | ||||||
Other long-term liabilities
|
1,400 | 1,543 | ||||||
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, 2013: 14,822,580, at April 30, 2012: 14,395,273
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107,165 | 96,205 | ||||||
Retained earnings
|
71,180 | 61,422 | ||||||
Accumulated other comprehensive loss -
|
||||||||
Defined benefit pension plans
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(32,150 | ) | (27,607 | ) | ||||
Total Shareholders' Equity
|
146,195 | 130,020 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 293,993 | $ | 265,121 | ||||
See notes to consolidated financial statements.
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
(in thousands)
|
2013
|
2012
|
2011
|
|||||||||
Net income (loss)
|
$ | 9,758 | $ | (20,786 | ) | $ | (20,018 | ) | ||||
Other comprehensive loss net of tax:
|
||||||||||||
Change in pension benefits, net of deferred taxes
|
||||||||||||
of $2,905, $3,624 and $294, respectively
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(4,543 | ) | (5,669 | ) | (460 | ) | ||||||
Total Comprehensive Income (Loss)
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$ | 5,215 | $ | (26,455 | ) | $ | (20,478 | ) | ||||
See notes to consolidated financial statements.
|
||||||||||||
ACCUMULATED
|
||||||||||||||||||||
OTHER
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TOTAL
|
|||||||||||||||||||
COMMON STOCK
|
RETAINED
|
COMPREHENSIVE
|
SHAREHOLDERS'
|
|||||||||||||||||
(in thousands, except share data)
|
SHARES
|
AMOUNT
|
EARNINGS
|
LOSS
|
EQUITY
|
|||||||||||||||
Balance, May 1, 2010
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14,205,462 | $ | 88,153 | $ | 108,643 | $ | (21,478 | ) | $ | 175,318 | ||||||||||
Net loss
|
(20,018 | ) | (20,018 | ) | ||||||||||||||||
Other comprehensive loss,
|
||||||||||||||||||||
net of tax
|
(460 | ) | (460 | ) | ||||||||||||||||
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 | ||||||||||
Net loss
|
(20,786 | ) | (20,786 | ) | ||||||||||||||||
Other comprehensive loss,
|
||||||||||||||||||||
net of tax
|
(5,669 | ) | (5,669 | ) | ||||||||||||||||
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 | ||||||||||
Net income
|
9,758 | 9,758 | ||||||||||||||||||
Other comprehensive loss,
|
||||||||||||||||||||
net of tax
|
(4,543 | ) | (4,543 | ) | ||||||||||||||||
Stock-based compensation
|
3,509 | 3,509 | ||||||||||||||||||
Adjustments to excess tax
|
||||||||||||||||||||
benefit from stock-based
|
||||||||||||||||||||
compensation
|
(650 | ) | (650 | ) | ||||||||||||||||
Exercise of stock-based
|
||||||||||||||||||||
compensation awards
|
328,490 | 5,768 | 5,768 | |||||||||||||||||
Employee benefit plan
|
||||||||||||||||||||
contributions
|
98,817 | 2,333 | 2,333 | |||||||||||||||||
Balance, April 30, 2013
|
14,822,580 | $ | 107,165 | $ | 71,180 | $ | (32,150 | ) | $ | 146,195 | ||||||||||
See notes to consolidated financial statements.
|
APRIL 30
|
||||||||
(in thousands)
|
2013
|
2012
|
||||||
Gross customer receivables
|
$ | 41,397 | $ | 34,572 | ||||
Less:
|
||||||||
Allowance for doubtful accounts
|
(148 | ) | (93 | ) | ||||
Allowance for returns and discounts
|
(2,205 | ) | (1,946 | ) | ||||
Net customer receivables
|
$ | 39,044 | $ | 32,533 |
APRIL 30
|
||||||||
(in thousands)
|
2013
|
2012
|
||||||
Raw materials
|
$ | 11,823 | $ | 9,412 | ||||
Work-in-process
|
17,170 | 14,543 | ||||||
Finished goods
|
11,318 | 8,734 | ||||||
Total FIFO inventories
|
40,311 | 32,689 | ||||||
Reserve to adjust inventories to LIFO value
|
(10,973 | ) | (10,349 | ) | ||||
Total LIFO inventories
|
$ | 29,338 | $ | 22,340 |
APRIL 30
|
||||||||
(in thousands)
|
2013
|
2012
|
||||||
Land
|
$ | 5,929 | $ | 5,929 | ||||
Buildings and improvements
|
65,245 | 65,750 | ||||||
Buildings and improvements - capital leases
|
11,202 | 11,202 | ||||||
Machinery and equipment
|
177,393 | 169,406 | ||||||
Machinery and equipment - capital leases
|
26,966 | 26,685 | ||||||
Construction in progress
|
1,494 | 2,908 | ||||||
288,229 | 281,880 | |||||||
Less accumulated amortization and depreciation
|
(214,165 | ) | (206,505 | ) | ||||
Total
|
$ | 74,064 | $ | 75,375 |
FISCAL YEARS ENDING APRIL 30
|
||||||||||||||||||||||||||||
(in thousands)
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019 AND THERE- AFTER
|
TOTAL OUTSTAND- ING
|
|||||||||||||||||||||
Revolving credit facility
|
$ | -- | $ | -- | $ | 10,000 | $ | -- | $ | -- | $ | -- | $ | 10,000 | ||||||||||||||
Economic development loans
|
-- | -- | -- | -- | -- | 3,480 | 3,480 | |||||||||||||||||||||
Term loans
|
349 | 370 | 393 | 411 | 2,007 | -- | 3,530 | |||||||||||||||||||||
Capital lease obligations
|
806 | 835 | 854 | 763 | 593 | 3,888 | 7,739 | |||||||||||||||||||||
Total
|
$ | 1,155 | $ | 1,205 | $ | 11,247 | $ | 1,174 | $ | 2,600 | $ | 7,368 | $ | 24,749 | ||||||||||||||
Less current maturities
|
$ | 1,155 | ||||||||||||||||||||||||||
Total long-term debt
|
$ | 23,594 |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
(in thousands, except per share amounts)
|
2013
|
2012
|
2011
|
|||||||||
Numerator used in basic and diluted earnings (loss) per common share:
|
||||||||||||
Net income (loss)
|
$ | 9,758 | $ | (20,786 | ) | $ | (20,018 | ) | ||||
Denominator:
|
||||||||||||
Denominator for basic earnings (loss) per common share -
|
||||||||||||
weighted-average shares
|
14,563 | 14,344 | 14,252 | |||||||||
Effect of dilutive securities:
|
||||||||||||
Stock options and restricted stock units
|
270 | -- | -- | |||||||||
Denominator for diluted earnings (loss) per common share -
|
||||||||||||
weighted-average shares and assumed conversions
|
14,833 | 14,344 | 14,252 | |||||||||
Net earnings (loss) per share
|
||||||||||||
Basic
|
$ | 0.67 | $ | (1.45 | ) | $ | (1.40 | ) | ||||
Diluted
|
$ | 0.66 | $ | (1.45 | ) | $ | (1.40 | ) |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Weighted-average fair value of grants
|
$
|
7.39
|
$
|
5.43
|
$
|
8.87
|
||||||
Expected volatility
|
42.5
|
%
|
35.1
|
%
|
49.1
|
%
|
||||||
Expected term in years
|
6.1
|
6.0
|
6.2
|
|||||||||
Risk-free interest rate
|
1.09
|
%
|
2.24
|
%
|
2.64
|
%
|
||||||
Expected dividend yield
|
0.0
|
%
|
2.0
|
%
|
1.7
|
%
|
NUMBER OF OPTIONS
|
REMAINING CONTRACTUAL TERM
|
WEIGHTED AVERAGE EXERCISE PRICE
|
AGGREGATE INTRINSIC VALUE (in thousands)
|
|||||||||||||
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 | $ | -- | ||||||||||
Granted
|
125,000 | 9.1 | 17.62 | -- | ||||||||||||
Exercised
|
(251,799 | ) | -- | 23.35 | 1,868 | |||||||||||
Cancelled or expired
|
(96,148 | ) | -- | 31.03 | -- | |||||||||||
Outstanding at April 30, 2013
|
1,401,813 | 4.8 | $ | 27.27 | $ | 9,272 | ||||||||||
Vested and expected to vest in the future at April 30, 2013
|
1,375,039 | 4.7 | $ | 27.43 | $ | 8,871 | ||||||||||
Exercisable at April 30, 2013
|
1,156,809 | 4.0 | $ | 29.17 | $ | 5,509 |
OPTIONS OUTSTANDING
|
OPTIONS EXERCISABLE
|
|||||||||||||||||||||
OPTION PRICE
|
REMAINING
|
EXERCISE
|
EXERCISE
|
|||||||||||||||||||
PER SHARE
|
OPTIONS
|
LIFE
|
PRICE
|
OPTIONS
|
PRICE
|
|||||||||||||||||
$ | 17.62-$18.16 | 223,334 | 8.7 | $ | 17.86 | 14,998 | $ | 18.16 | ||||||||||||||
$ | 20.87-$26.85 | 497,467 | 5.0 | 24.05 | 460,799 | 24.30 | ||||||||||||||||
$ | 28.97-$34.63 | 658,400 | 3.4 | 32.39 | 658,400 | 32.39 | ||||||||||||||||
$ | 38.37-$42.17 | 22,612 | 1.5 | 41.73 | 22,612 | 41.73 | ||||||||||||||||
1,401,813 | 1,156,809 |
PERFORMANCE-BASED RSUS
|
SERVICE-BASED RSUS
|
TOTAL RSUS
|
WEIGHTED AVERAGE GRANT DATE FAIR VALUE
|
|||||||||||||
Issued and outstanding, April 30, 2010
|
117,900 | 60,500 | 178,400 | $ | 21.99 | |||||||||||
Granted
|
125,475 | 61,825 | 187,300 | $ | 19.25 | |||||||||||
Cancelled due to non-achievement of performance goals
|
(63,145 | ) | -- | (63,145 | ) | $ | 22.10 | |||||||||
Settled in common stock
|
(364 | ) | (260 | ) | (624 | ) | $ | 22.10 | ||||||||
Forfeited
|
(5,296 | ) | (2,965 | ) | (8,261 | ) | $ | 21.96 | ||||||||
Issued and outstanding, April 30, 2011
|
174,570 | 119,100 | 293,670 | $ | 20.25 | |||||||||||
Granted
|
134,250 | 64,750 | 199,000 | $ | 17.00 | |||||||||||
Cancelled due to non-achievement of performance goals
|
(48,870 | ) | -- | (48,870 | ) | $ | 19.81 | |||||||||
Settled in common stock
|
(666 | ) | (17,951 | ) | (18,617 | ) | $ | 21.15 | ||||||||
Forfeited
|
(22,208 | ) | (10,171 | ) | (32,379 | ) | $ | 19.30 | ||||||||
Issued and outstanding, April 30, 2012
|
237,076 | 155,728 | 392,804 | $ | 18.75 | |||||||||||
Granted
|
129,075 | 63,025 | 192,100 | $ | 17.76 | |||||||||||
Cancelled due to non-achievement of performance goals
|
(24,311 | ) | -- | (24,311 | ) | $ | 17.09 | |||||||||
Settled in common stock
|
(49,546 | ) | (58,328 | ) | (107,874 | ) | $ | 20.66 | ||||||||
Forfeited
|
(13,189 | ) | (5,425 | ) | (18,614 | ) | $ | 17.91 | ||||||||
Issued and outstanding, April 30, 2013
|
279,105 | 155,000 | 434,105 | $ | 17.96 |
(in thousands)
|
2013
|
2012
|
2011
|
|||||||||
Cost of sales and distribution
|
$ | 606 | $ | 531 | $ | 735 | ||||||
Selling and marketing expenses
|
859 | 715 | 842 | |||||||||
General and administrative expenses
|
2,044 | 2,167 | 2,418 | |||||||||
Stock-based compensation expense, before income taxes
|
$ | 3,509 | $ | 3,413 | $ | 3,995 |
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
|
||||||||
Defined benefit pension liabilities
|
$ | (53,696 | ) | $ | (50,547 | ) | ||
Accumulated other comprehensive loss
|
52,703 | 45,255 | ||||||
Net amount recognized
|
$ | (993 | ) | $ | (5,292 | ) |
PENSION BENEFITS
|
||||||||||||
(in thousands)
|
2013
|
2012
|
2011
|
|||||||||
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
|
||||||||||||
Service cost
|
$ | -- | $ | 5,305 | $ | 4,717 | ||||||
Interest cost
|
6,261 | 6,533 | 6,268 | |||||||||
Expected return on plan assets
|
(6,563 | ) | (6,533 | ) | (6,159 | ) | ||||||
Amortization of prior service cost
|
-- | 53 | 85 | |||||||||
Curtailment loss
|
-- | 331 | -- | |||||||||
Recognized net actuarial loss
|
923 | 1,710 | 1,996 | |||||||||
Pension benefit cost
|
$ | 621 | $ | 7,399 | $ | 6,907 |
FISCAL YEARS ENDED APRIL 30
|
||||||||
2013
|
2012
|
|||||||
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT OBLIGATIONS
|
||||||||
Discount rate
|
4.21 | % | 4.66 | % |
FISCAL YEAR
|
BENEFIT PAYMENTS (in thousands)
|
|||
2014
|
$ | 4,247 | ||
2015
|
4,698 | |||
2016
|
5,156 | |||
2017
|
5,511 | |||
2018
|
5,888 | |||
Years 2019-2023
|
35,710 |
PLAN ASSET ALLOCATION
|
||||||||||||
2013
|
2013
|
2012
|
||||||||||
APRIL 30
|
TARGET
|
ACTUAL
|
ACTUAL
|
|||||||||
Equity Funds
|
50.0 | % | 50.2 | % | 49.5 | % | ||||||
Fixed Income Funds
|
50.0 | % | 49.8 | % | 50.5 | % | ||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
(in thousands)
|
2013
|
2012
|
2011
|
|||||||||
CURRENT EXPENSE (BENEFIT)
|
||||||||||||
Federal
|
$ | 1,031 | $ | (36 | ) | $ | (2,368 | ) | ||||
State
|
162 | (176 | ) | 611 | ||||||||
Total current expense (benefit)
|
1,193 | (212 | ) | (1,757 | ) | |||||||
DEFERRED EXPENSE (BENEFIT)
|
||||||||||||
Federal
|
4,859 | (10,115 | ) | (6,065 | ) | |||||||
State
|
930 | (2,175 | ) | (2,120 | ) | |||||||
Total deferred expense (benefit)
|
5,789 | (12,290 | ) | (8,185 | ) | |||||||
Total expense (benefit)
|
6,982 | (12,502 | ) | (9,942 | ) | |||||||
Other comprehensive loss
|
(2,905 | ) | (3,624 | ) | (294 | ) | ||||||
Total comprehensive income tax expense (benefit)
|
$ | 4,077 | $ | (16,126 | ) | $ | (10,236 | ) |
FISCAL YEARS ENDED APRIL 30
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Federal statutory rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Effect of:
|
||||||||||||
Tax basis adjustment
|
0.0 | % | (1.7 | ) % | (3.3 | ) % | ||||||
Meals and entertainment
|
1.5 | (0.8 | ) | (0.8 | ) | |||||||
Other
|
1.1 | 0.0 | (0.8 | ) | ||||||||
Total
|
2.6 | % | (2.5 | ) % | (4.9 | ) % | ||||||
Effective federal income tax rate
|
37.6 | % | 32.5 | % | 30.1 | % | ||||||
State income taxes, net of federal tax effect
|
4.1 | 5.1 | 3.1 | |||||||||
Effective income tax rate
|
41.7 | % | 37.6 | % | 33.2 | % |
FISCAL YEAR
|
OPERATING
(in thousands)
|
CAPITAL
(in thousands)
|
||||||
2014
|
$ | 3,411 | $ | 997 | ||||
2015
|
3,102 | 997 | ||||||
2016
|
2,768 | 986 | ||||||
2017
|
1,336 | 866 | ||||||
2018
|
217 | 678 | ||||||
2019 (and thereafter)
|
92 | 4,140 | ||||||
$ | 10,926 | $ | 8,664 | |||||
Less amounts representing interest (2%)
|
(925 | ) | ||||||
Total obligations under capital leases
|
$ | 7,739 |
PERCENT OF ANNUAL GROSS SALES
|
||||||||||||
2013
|
2012
|
2011
|
||||||||||
Customer A
|
35.7 | 41.5 | 38.7 | |||||||||
Customer B
|
22.8 | 26.0 | 34.2 |
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2013
|
||||||||||||
(in thousands)
|
LEVEL 1
|
LEVEL 2
|
LEVEL 3
|
|||||||||
ASSETS:
|
||||||||||||
Money market funds
|
$ | 38,875 | $ | -- | $ | -- | ||||||
Mutual funds
|
1,311 | -- | -- | |||||||||
Total assets at fair value
|
$ | 40,186 | $ | -- | $ | -- | ||||||
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 | $ | -- | $ | -- |
(in thousands)
|
||||
2012 Restructuring Plan
|
||||
Restructuring reserve balance as of April 30, 2012
|
$ | 2,817 | ||
Additions
|
196 | |||
Payments
|
(3,000 | ) | ||
Reserve balance as of April 30, 2013
|
$ | 13 |
FISCAL 2013
|
07/31/12
|
10/31/12
|
01/31/13
|
04/30/13
|
||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
Net sales
|
$ | 148,252 | $ | 159,760 | $ | 151,346 | $ | 171,079 | ||||||||
Gross profit
|
22,043 | 24,794 | 23,507 | 32,312 | ||||||||||||
Income before income taxes
|
1,015 | 3,371 | 3,476 | 8,878 | ||||||||||||
Net income
|
561 | 1,950 | 2,057 | 5,190 | ||||||||||||
Earnings per share
|
||||||||||||||||
Basic
|
$ | 0.04 | $ | 0.13 | $ | 0.14 | $ | 0.36 | ||||||||
Diluted
|
$ | 0.04 | $ | 0.13 | $ | 0.14 | $ | 0.35 | ||||||||
FISCAL 2012
|
07/31/11
|
10/31/11
|
01/31/12
|
04/30/12
|
||||||||||||
(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 | ) |
/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
|
|
(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).
|
10.6 (a)(ii)
|
Fourth Amendment to Lease and Agreement, dated as of April 1, 2011, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
|
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 stock options 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 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
|
10.8 (b)
|
Form of Grant Letter used in connection with awards of service-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 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
|
10.8 (c)
|
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 10.7 to the Registrant’s Form 8-K as filed on June 5, 2013; 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 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 (e)
|
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 (f)
|
Employment Agreement for Mr. Kent B. Guichard (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
|
|
*Management contract or compensatory plan or arrangement.
|
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, 2013:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 93 | $ | 92 | $ | -- | $ | (37) |
(b)
|
$ | 148 | |||||||||
Reserve for cash discounts
|
$ | 645 | $ | 8,174 |
(c)
|
$ | -- | $ | (8,150) |
(d)
|
$ | 669 | ||||||||
Reserve for sales returns and allowances
|
$ | 1,301 | $ | 7,496 |
(c)
|
$ | -- | $ | (7,261) | $ | 1,536 | |||||||||
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 |
8
|
||
American Woodmark Corporation
|
||
(Registrant)
|
||
June 28, 2013
|
/s/ KENT B. GUICHARD
|
|
Kent B. Guichard
Chairman and Chief Executive Officer
|
June 28, 2013
|
/s/ KENT B. GUICHARD
|
June 28, 2013
|
/s/ VANCE W. TANG
|
|||
Kent B. Guichard
Chairman and Chief Executive Officer
(Principal Executive Officer)
Director
|
Vance W. Tang
Director
|
|||||
June 28, 2013
|
/s/ JONATHAN H. WOLK
|
June 28, 2013
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/s/ JAMES G. DAVIS, JR.
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Jonathan H. Wolk
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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James G. Davis, Jr.
Director
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June 28, 2013
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/s/ WILLIAM F. BRANDT, JR.
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June 28, 2013
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/s/ MARTHA M. DALLY
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William F. Brandt, Jr.
Director
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Martha M. Dally
Director
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June 28, 2013
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/s/ DANIEL T. HENDRIX
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June 28, 2013
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/s/ KENT J. HUSSEY
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Daniel T. Hendrix
Director
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Kent J. Hussey
Director
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June 28, 2013
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/s/ CAROL B. MOERDYK
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June 28, 2013
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/s/ ANDREW B. COGAN
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Carol B. Moerdyk
Director
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Andrew B. Cogan
Director
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Name of Subsidiary
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Jurisdiction of Incorporation
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Securities Ownership
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Amende Cabinet Corporation
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Virginia
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100%
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1.
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I have reviewed this report on Form 10-K of American Woodmark Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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8
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Date: June 28, 2013
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/s/ KENT B. GUICHARD
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Kent B. Guichard
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this report on Form 10-K of American Woodmark Corporation;
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2.
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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;
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3.
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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.
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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.
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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.
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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
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d.
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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
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5.
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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.
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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
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b.
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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.
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Date: June 28, 2013
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/s/ JONATHAN H. WOLK
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Jonathan H. Wolk
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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1.
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The Annual Report on Form 10-K of American Woodmark Corporation for the annual period ended April 30, 2013, 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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: June 28, 2013
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/s/ KENT B. GUICHARD |
Kent B. Guichard
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Date: June 28, 2013
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/s/ JONATHAN H. WOLK |
Jonathan H. Wolk
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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