UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended April 30, 2008
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-14798
AMERICAN WOODMARK CORPORATION
(Exact name of registrant as specified in its charter)
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)
Registrants telephone number, including area code: (540) 665-9100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered |
|
Common Stock (no par value) |
NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the registrants Common Stock, no par value, held by non-affiliates of the registrant as of October 31, 2007, the last business day of the Companys most recent second quarter was $269,585,422.
As of June 27, 2008, 14,070,946 shares of the Registrants Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Annual Report to Shareholders for the fiscal year ended April 30, 2008 (2008 Annual Report) are incorporated by reference into Parts I and II of this Form 10-K.
Portions of the Registrants definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 21, 2008 (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.
PART I
Item 1. | BUSINESS |
American Woodmark Corporation (American Woodmark or the Company) manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. American Woodmark was incorporated in 1980 by the four principal managers of the Boise Cascade Cabinet Division through a leveraged buyout of that division. American Woodmark was operated privately until July of 1986 when it became a public company through a registered public offering of its common stock.
American Woodmark currently offers framed stock cabinets in approximately 380 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 90 door designs in 12 colors. Stock cabinets consist of a common box with standard interior components and a maple, oak, cherry, or hickory front frame.
Products are primarily sold under the brand names of American Woodmark ® , Timberlake ® , Shenandoah Cabinetry ® , and Potomac ® .
American Woodmarks products are sold on a national basis across the United States to the remodeling and new home construction markets. The Company services these markets through three primary channels: home centers, major builders, and independent dealers and distributors. The Company provides complete turnkey installation services to its large builder customers via its network of nine service centers that are strategically located throughout the United States. The Company distributes its products to each market channel directly from six assembly plants through a third party logistics network.
The primary raw materials used include maple, oak, cherry, and hickory lumber. Additional raw materials include paint, particleboard, manufactured components, and hardware. The Company currently purchases paint from one supplier; however, other sources are available. Other raw materials are purchased from more than one source and are readily available.
American Woodmark operates in a highly fragmented industry that is composed of several thousand local, regional, and national manufacturers. The Companys principal means for competition is its breadth and variety of product offering, expanded service capabilities, and affordable quality. The Company believes it is one of the three largest manufacturers of kitchen cabinets in the United States.
The Companys business has historically been subject to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic forces and changes in the Companys customer mix have reduced seasonal fluctuations in revenue over the past few years. The Company does not consider its level of order backlog to be material.
During the last fiscal year, American Woodmark had two primary customers, The Home Depot and Lowes Companies, Inc., which together accounted for approximately 69 percent of the Companys fiscal 2008 sales. The loss of either customer would have a material adverse effect on the Company.
As of May 31, 2008, the Company had 4,344 employees. Approximately 11 percent of the Companys employees are represented by labor unions. The Company believes that its employee relations are good.
American Woodmarks annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the Companys web site at www.americanwoodmark.com as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. The contents of the Companys web site are not, however, part of this report.
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The SEC allows the Company to incorporate by reference information it files with the SEC in response to many of the Items in this report. This means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this report. Several Items in Parts I and II of this report incorporate information from the 2008 Annual Report to Shareholders in response to those Items. The 2008 Annual Report to Shareholders is filed as Exhibit 13 to this report.
Item 1A. | RISK FACTORS |
There are a number of business risks and uncertainties that may affect the Companys operations. These risks and uncertainties could cause future results to differ from past performance or expected results, including results described in statements elsewhere in this report that constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Additional risks and uncertainties not presently known to the Company or it currently believes to be immaterial also may adversely impact the business. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Companys business, financial condition, and results of operations. These risks and uncertainties, which the Company considers to be most relevant to specific business activities, include, but are not limited to, the following, as well as additional risk factors included in Item 7A, Quantitative and Qualitative Disclosures about Market Risk.
Our Business Relies On Remodeling Activity And Residential Construction. The Companys results of operations are affected by levels of home improvement and residential construction activity, including repair and remodeling and new construction. Interest rates, energy costs, consumer confidence, national and regional economic conditions, and weather conditions and natural disasters can significantly impact levels of home improvement and residential construction activity. The Company has increased its emphasis on new product development in recent years and continues to focus on organic growth. Consequently, the Companys financial performance will, in part, reflect its success in implementing its growth strategies in its existing markets and in introducing new products.
The Loss Or A Reduction In Business From Either Of Our Key Customers Would Have A Material Adverse Effect On Our Business. The size and importance to the Company of its two largest customers is significant. These customers could make significant changes in their volume of purchases and could otherwise significantly affect the terms and conditions on which the Company does business. Sales to The Home Depot and Lowes Companies, Inc. were approximately 69 percent of total company sales for fiscal 2008. Although builders, dealers, and other retailers represent other channels of distribution for the Companys products, an unplanned loss of a substantial portion of sales to The Home Depot or Lowes Companies, Inc. could have a material adverse impact on the Company.
Our Operating Results Are Affected By The Cost And Availability Of Raw Materials. Because the Company is dependent on outside suppliers for raw material needs, it must obtain sufficient quantities of quality raw materials from its suppliers at acceptable prices and in a timely manner. The Company has no long-term supply contracts with its key suppliers. A substantial decrease in the availability of products from the Companys suppliers, the loss of key supplier arrangements, or a substantial increase in the cost of its raw materials could adversely impact the Companys results of operations.
We May Not Be Able To Maintain Or Raise The Prices Of Our Products In Response To Inflation And Increasing Costs. Short-term market and competitive pressures may prohibit the Company from raising prices to offset inflationary raw material and freight costs, which would adversely impact profit margins.
Item 1B. | UNRESOLVED STAFF COMMENTS |
None.
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Item 2. | PROPERTIES |
American Woodmark leases its Corporate Office located in Winchester, Virginia. In addition, the Company leases 1 manufacturing facility in Hardy County, West Virginia and owns 13 manufacturing facilities located primarily in the eastern United States. The Company also leases 9 primary service centers, 2 satellite service centers, and 3 additional office centers located throughout the United States that support the sale and distribution of products to each market channel. The Company considers its properties suitable for the business and adequate for its needs.
Primary properties as of April 30, 2008 include:
LOCATION |
DESCRIPTION |
|
Allegany County, MD | Manufacturing Facility | |
Berryville, VA | Manufacturing Facility | |
Berryville, VA | Service Center* | |
Huntersville, NC | Service Center* | |
Chavies, KY | Manufacturing Facility | |
Coppell, TX | Service Center* | |
Gas City, IN | Manufacturing Facility | |
Hardy County, WV | Manufacturing Facility* | |
Hardy County, WV | Manufacturing Facility | |
Houston, TX | Satellite Service Center* | |
Humboldt, TN | Manufacturing Facility | |
Jackson, GA | Manufacturing Facility | |
Kingman, AZ | Manufacturing Facility | |
Kennesaw, GA | Service Center* | |
Montgomeryville, PA | Service Center* | |
Monticello, KY | Manufacturing Facility | |
Moorefield, WV | Manufacturing Facility | |
Orange, VA | Manufacturing Facility | |
Orlando, FL | Service Center* | |
Raleigh, NC | Satellite Service Center* | |
Phoenix, AZ | Service Center* | |
Rancho Cordova, CA | Service Center* | |
Tahlequah, OK | Manufacturing Facility | |
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/Treasury)* |
* | Leased facility. |
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Item 3. | LEGAL PROCEEDINGS |
In response to this Item, the information under Legal Matters under Note K Commitments and Contingencies to the Consolidated Financial Statements and under the caption Legal Matters under Managements Discussion and Analysis in the 2008 Annual Report to Shareholders is incorporated herein by reference. The 2008 Annual Report is included as Exhibit 13 to this report.
Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2008.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers of the Company are elected by the Board of Directors and generally hold office until the next annual election of officers. There are no family relationships between any executive officer and any other officer or director of the Company or any arrangement or understanding between any executive officer and any other person pursuant to which such officer was elected. The executive officers of the Company as of April 30, 2008 are as follows:
Name |
Age |
Position(s) Held During Past Five Years |
||
James J. Gosa |
60 | Company Chairman from 2004 to present; Company Chief Executive Officer from 1996 to 2007; Company President from 1996 to August 2006 | ||
Kent B. Guichard |
52 | President and Chief Executive Officer from August 2007 to present; President and Chief Operating Officer from August 2006 to August 2007; Executive Vice President and Chief Operating Officer from September 2005 to August 2006; Executive Vice President from May 2004 to September 2005; Senior Vice President, Finance and Chief Financial Officer from May 1999 to April 2004 | ||
Jonathan H. Wolk |
46 | Vice President and Chief Financial Officer from December 2004 to present; Chief Financial Officer and Treasurer of TradeCard (a private global infrastructure provider) from March 2000 to December 2004 | ||
S. Cary Dunston |
43 | Senior Vice President, Manufacturing and Logistics from October 2006 to present; Vice President, Global Operations of Diamond Innovations (a private supplier of industrial diamonds) from March 2005 to September 2006; Vice President of Operations of BBA Fiber Web (a public company) from April 2003 to March 2005 |
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PART II
Item 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
In response to this Item, the information under Market Information in the 2008 Annual Report is incorporated herein by reference. The 2008 Annual Report is included as Exhibit 13 to this report.
The following table details share repurchases by the Company during the fourth quarter of fiscal 2008:
Share Repurchases | ||||||||||
Total Number of
Shares Purchased (1) |
Average
Price Paid Per Share |
Total Number
of Shares Purchased as Part of Publicly Announced Programs |
Approximate Dollar
Value of Shares That May Yet Be Purchased Under The Programs (000) (1) |
|||||||
February 1 - 29, 2008 |
| $ | | | $ | 97,619 | ||||
March 1 - 31, 2008 |
| $ | | | $ | 97,619 | ||||
April 1 - 30, 2008 |
70,777 | $ | 20.78 | 70,777 | $ | 96,148 | ||||
Quarter ended April 30, 2008 |
70,777 | $ | 20.78 | 70,777 | $ | 96,148 |
(1) | On August 24, 2007, the Company announced that the Companys Board of Directors approved the repurchase up to $100 million of the Companys common stock. This authorization has no expiration date. In the fourth quarter of fiscal 2008, the Company repurchased 70,777 shares under this authorization. At April 30, 2008, $96.1 million remained authorized by the Companys Board of Directors to repurchase shares of the Companys common stock. |
Item 6. | SELECTED FINANCIAL DATA |
In response to this Item, the information under Five-Year Selected Financial Information in the 2008 Annual Report to Shareholders is incorporated herein by reference. The 2008 Annual Report is included as Exhibit 13 to this report.
Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
In response to this Item, the information under Managements Discussion and Analysis in the 2008 Annual Report to Shareholders is incorporated herein by reference. The 2008 Annual Report is included as Exhibit 13 to this report.
Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
In response to this Item, the information under the caption Market Risks in Managements Discussion and Analysis in the 2008 Annual Report to Shareholders is incorporated herein by reference. The 2008 Annual Report is included as Exhibit 13 to this report.
Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
In response to this Item, the Consolidated Financial Statements, the Notes to the Consolidated Financial Statements, the Report of Independent Registered Public Accounting Firm, the Managements Report on Internal Control over Financial Reporting, and the Report of Independent Registered Public Accounting Firm, in the 2008 Annual Report to Shareholders are incorporated herein by reference. The 2008 Annual Report is included as Exhibit 13 to this report.
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Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
Item 9A. | CONTROLS AND PROCEDURES |
Evaluation Of Disclosure Controls And Procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. An evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended [the Exchange Act]) (Disclosure Controls) was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized, and reported within the time periods specified by the SECs rules and forms.
Managements Report On Internal Control Over Financial Reporting . Managements report on internal control over financial reporting is included in the Annual Report to Shareholders for the year ended April 30, 2008, and is incorporated in this Item 9A by reference. The 2008 Annual Report to Shareholders is included as Exhibit 13 to this report.
Changes In Internal Control Over Financial Reporting. There has been no change in the Companys internal control over financial reporting during the fiscal quarter ended April 30, 2008, that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Item 9B. | OTHER INFORMATION |
None.
PART III
Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K: (1) the information concerning the Companys directors and compliance with Section 16(a) of the Exchange Act required by this Item is incorporated by reference to Information Regarding Nominees and Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy Statement, (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption Executive Officers of the Registrant, (3) the information concerning the Audit Committee, including the members of the committee, and the Audit Committee financial expert is incorporated by reference to the discussion under the heading Audit Committee within the Board of Directors and Committees in the Proxy Statement, and (4) the information concerning the Code of Business Conduct and Ethics governing the Companys Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer is incorporated by reference to Corporate Governance in the Proxy Statement and a copy of the code can be found on the Companys web site at www.americanwoodmark.com.
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Item 11. | EXECUTIVE COMPENSATION |
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under Compensation Discussion and Analysis Components of Management Compensation and Non-Management Directors Compensation in the Proxy Statement is incorporated herein by reference.
Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under Security Ownership in the Proxy
Equity Compensation Plans
The following table summarizes information about the Companys equity compensation plans as of April 30, 2008:
Equity Compensation Plan Information | |||||||
Plan Category |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted average
exercise price of outstanding options, warrants and rights (b) |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
||||
Equity compensation plans approved by security holders |
2,017,767 | $ | 29.88 | 1,612,930 | |||
Equity compensation plans not approved by security holders* |
| | | ||||
Total |
2,017,767 | $ | 29.88 | 1,612,930 | |||
* | The Company does not have equity compensation plans that have not been approved by the Companys security holders. |
Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under Certain Transactions and Corporate Governance Director Independence in the Proxy Statement is incorporated herein by reference.
Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under Independent Auditor Fee Information in the Proxy Statement, with respect to principal accountant fees and services, is incorporated herein by reference.
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PART IV
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | 1. Financial Statements |
The following consolidated financial statements of American Woodmark Corporation are incorporated by reference to Item 8 of this report:
Consolidated Balance Sheets as of April 30, 2008 and 2007.
Consolidated Statements of Income - for each year of the three-year period ended April 30, 2008.
Consolidated Statements of Shareholders Equity and Comprehensive Income - for each year of the three-year period ended April 30, 2008.
Consolidated Statements of Cash Flows - for each year of the three-year period ended April 30, 2008.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
Managements Report on Internal Control over Financial Reporting.
Report of Independent Registered Public Accounting Firm.
(a) | 2. Financial Statement Schedules |
The following financial statement schedule is filed as a part of this Form 10-K:
Schedule II Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2008.
Schedules other than the one listed above are omitted either because they are not required or are inapplicable.
(a) | 3. Exhibits |
Exhibit No. |
Description |
|||
3.1 | (a) - | Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrants Form 10-Q for quarter ended January 31, 2003; Commission File No. 000-14798). | ||
3.1 | (b) - | Articles of Amendment to the Article of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrants Form 8-K as filed on August 31, 2004; Commission File No. 000-14798). | ||
3.2 | - | Bylaws - as amended and restated May 22, 2008 (incorporated by reference to Exhibit 3.2 to the Registrants Form 8-K as filed on May 28, 2008; 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, 3.2). | ||
4.2 | - | Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 4.2 to the Registrants Form S-1 for year ended April 30, 1986; Commission File No. 33-6245). | ||
Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrants long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10 percent of the Registrants total assets, have been omitted and will be furnished to the Securities and Exchange Commission upon request. | ||||
10.1 | (a) - | Amended and Restated Credit $40,000,000 Financing Agreement and $10,000,000 Term Loan Facility between the Company and Bank of America, N.A. as of December 13, 2007, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on December 19, 2007; Commission File No. 000-14798). |
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10.1 | (b) - | Loan agreement dated January 31, 2001, By and Between the Company and the West Virginia Economic Development Authority (incorporated by reference to Exhibit A to the Registrants Form 10-Q for quarter ended January 31, 2001; Commission File No. 000-14798). | ||
10.1 | (c) - | Loan agreement dated February 9, 2005, By and Between the Company and the Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(n) to the Registrants Form 10-K for year ended April 30, 2005; Commission File No. 000-14798). | ||
10.1 | (d) - | First Amendment to Loan Agreement dated April 4, 2008, By and Between the Company and Maryland Economic Development Corporation as of April 4, 2008. (Filed Herewith). | ||
10.6 | (a) - | Lease, dated November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrants Form S-1 for year ended April 30, 1986; Commission File No. 33-6245). | ||
10.6 | (b) - | Lease, dated 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 Registrants Form 10-K for year ended April 30, 2001; Commission File No. 000-14798). | ||
10.6 | (c) - | Agreement of Sale, dated December 15, 2004, By and Between the Company and the Board of County Commissioners of Garrett County, Maryland (incorporated by reference to Exhibit 10.6(d) to the Registrants Form 10-K for year ended April 30, 2005; Commission File No. 000-14798). | ||
10.7 | (a) - | 1996 Stock Option Plan (incorporated by reference to Exhibit 28 to the Registrants Form S-8 dated September 25, 1996; Commission File No. 333-12623).* | ||
10.7 | (b) - | 1999 Stock Option Plan (incorporated by reference to Appendix B, to the Registrants Form DEF-14A for year ended April 30, 1999; Commission File No. 000-14798).* | ||
10.7 | (c) - | 2000 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.7(f) to the Registrants Form 10-K for year ended April 30, 2001; Commission File No. 000-14798).* | ||
10.7 | (d) - | Shareholder Value Plan for Employees (incorporated by reference to Exhibit 10.7(g) to the Registrants Form 10-K for year ended April 30, 2001; Commission File No. 000-14798).* | ||
10.7 | (e) - | Shareholder Value Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(h) to the Registrants Form 10-K for year ended April 30, 2001; Commission File No. 000-14798).* | ||
10.7 | (f) - | 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 99 to the Registrants Form S-8 as filed on January 31, 2005; Commission File No. 000-14798).* | ||
10.7 | (g) - | 2005 Non-Employee Directors Stock Option Plan (incorporated by reference to the Registrants Proxy for year ended April 30, 2005; Commission File No. 000-14798).* | ||
10.7 | (h) - | Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to the Registrants Proxy for the year ended April 30, 2006; Commission File No. 000-14798).* | ||
10.7 | (i) - | 2006 Non-Employees Directors Equity Ownership Plan (incorporated by reference to the Registrants Proxy for the year ended April 30, 2006; Commission File No. 000-14798).* | ||
10.8 | (a) - | 2001 Annual Incentive Plan for Chairman and President/CEO (incorporated by reference to Exhibit 10.8(a) to the Registrants Form 10-K for year ended April 30, 2001; Commission File No. 000-14798).* | ||
10.8 | (b) - | 2001 Annual Incentive Plan for Senior Vice Presidents (incorporated by reference to Exhibit 10.8(b) to the Registrants Form 10-K for year ended April 30, 2001; Commission File No. 000-14798).* | ||
10.8 | (c) - | Management Contract - Employment Agreement for Mr. Kent B. Guichard, President and Chief Executive Officer (incorporated by reference to Exhibit 10.1 (a) to the Registrants Form 8-K as filed on November 21, 2007; Commission File No. 000-14798).* |
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10.8 | (d) - | Management Contract - Letter of Understanding for James Jake Gosa, Chairman of the Board (incorporated by reference to Exhibit 10.1 (b) to Registrants Form 8-K as filed on November 21, 2007; Commission File No. 000-14798).* | ||
10.8 | (e) - | Management Contract - Employment Agreement for Mr. Jonathan H. Wolk, Vice President and Chief Financial Officer (incorporated by reference to Exhibit 10.8(j) to the Registrants Form 10-K for year ended April 30, 2006; Commission File No. 000-14798).* | ||
10.9 | - | ISDA Master Agreement between NationsBank, N.A. and the Company dated as of May 29, 1998 (incorporated by reference to Exhibit 10.9 to the Registrants Form 10-K for year ended April 30, 1998; Commission File No. 000-14798). | ||
10.10 | (a) - | Loan Agreement between the Company and the West Virginia Economic Development Authority as of November 20, 1998, relating to equipment financing (incorporated by reference to Exhibit 10.10(a) to the Registrants Form 10-K for year ended April 30, 1999; Commission File No. 000-14798). | ||
10.10 | (b) - | Promissory Note between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(b) to the Registrants Form 10-K for year ended April 30, 1999; Commission File No. 000-14798). | ||
10.10 | (c) - | Security Agreement between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(c) to the Registrants Form 10-K for year ended April 30, 1999; Commission File No. 000-14798). | ||
10.10 | (d) - | Amendment of Deed of Lease between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(d) to the Registrants Form 10-K for year ended April 30, 1999; Commission File No. 000-14798). | ||
10.10 | (e) - | Promissory Note between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated as of July 30, 1998 (incorporated by reference to Exhibit 10.10(f) to the Registrants Form 10-K for year ended April 30, 1999; Commission File No. 000-14798). | ||
10.10 | (f) - | Loan Agreement between the Company and Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. as of November 13, 2002 (incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for quarter ended January 31, 2003; Commission File No. 000-14798). | ||
10.10 | (g) - | Loan Agreement between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated December 31, 2001 (incorporated by reference to Exhibit 10.8(k) to the Registrants Form 10-K for year ended April 30, 2002; Commission File No. 000-14798). | ||
10.10 | (h) - | Lease agreement between the Company and the West Virginia Economic Development Authority dated as of June 30, 2004 (incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for quarter ended July 31, 2004; Commission File No. 000-14798). | ||
13 | - | 2008 Annual Report to Shareholders (Filed Herewith). | ||
21 | - | Subsidiary of the Company (Filed Herewith). | ||
23.1 | - | Consent of KPMG LLP, Independent Registered Public Accounting Firm (Filed Herewith). | ||
31.1 | - | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith). |
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31.2 | - | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith). | ||
32.1 | - | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith). |
* | Management contract or compensatory plan or arrangement. |
Schedule II - Valuation and Qualifying Accounts
AMERICAN WOODMARK CORPORATION
(In Thousands)
Description(a) |
Balance at
Beginning of Period |
Additions
(Reductions) Charged to Cost and Expenses |
Other | Deductions |
Balance
At End of Period |
||||||||||||
Year ended April 30, 2008: |
|||||||||||||||||
Allowance for doubtful accounts |
$ | 1,511 | $ | 1,264 | $ | | $ | (1,477 | )(b) | $ | 1,298 | ||||||
Reserve for cash discounts |
$ | 965 | $ | 12,535 | (c) | $ | | $ | (12,710 | )(d) | $ | 790 | |||||
Reserve for sales returns and allowances |
$ | 2,712 | $ | 10,545 | (c) | $ | | $ | (10,753 | ) | $ | 2,504 | |||||
Year ended April 30, 2007: |
|||||||||||||||||
Allowance for doubtful accounts |
$ | 1,096 | $ | 745 | $ | | $ | (330 | )(b) | $ | 1,511 | ||||||
Reserve for cash discounts |
$ | 1,225 | $ | 14,490 | (c) | $ | | $ | (14,750 | )(d) | $ | 965 | |||||
Reserve for sales returns and allowances |
$ | 4,934 | $ | 9,034 | (c) | $ | | $ | (11,256 | ) | $ | 2,712 | |||||
Year ended April 30, 2006: |
|||||||||||||||||
Allowance for doubtful accounts |
$ | 698 | $ | 398 | $ | | $ | | (b) | $ | 1,096 | ||||||
Reserve for cash discounts |
$ | 1,100 | $ | 13,478 | (c) | $ | | $ | (13,353 | )(d) | $ | 1,225 | |||||
Reserve for sales returns and allowances |
$ | 3,786 | $ | 13,888 | (c) | $ | | $ | (12,740 | ) | $ | 4,934 | |||||
(a) | All reserves relate to accounts receivable. |
(b) | Principally write-offs, net of collections. |
(c) | Reduction of gross sales. |
(d) | Cash discounts granted. |
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
American Woodmark Corporation | ||||||
(Registrant) | ||||||
July 10, 2008 | /s/ KENT B. GUICHARD | |||||
Kent B. Guichard President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
July 10, 2008 | /s/ KENT B. GUICHARD | July 10, 2008 | /s/ CAROL B. MOERDYK | |||
Kent B. Guichard President and Chief Executive Officer (Principal Executive Officer) Director |
Carol B. Moerdyk Director |
|||||
July 10, 2008 | /s/ JONATHAN H. WOLK | July 10, 2008 | /s/ G. THOMAS MCKANE | |||
Jonathan H. Wolk Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
G. Thomas McKane Director |
|||||
July 10, 2008 | /s/ JAMES J. GOSA | July 10, 2008 | /s/ JAMES G. DAVIS, JR. | |||
James J. Gosa Chairman Director |
James G. Davis, Jr. Director |
|||||
July 10, 2008 | /s/ WILLIAM F. BRANDT, JR. | July 10, 2008 | /s/ MARTHA M. DALLY | |||
William F. Brandt, Jr. Director |
Martha M. Dally Director |
|||||
July 10, 2008 | /s/ DANIEL T. HENDRIX | July 10, 2008 | /s/ KENT J. HUSSEY | |||
Daniel T. Hendrix Director |
Kent J. Hussey Director |
13
In accordance with Securities and Exchange Commission requirements, the Company will furnish copies of all exhibits to its Form 10-K not contained herein upon receipt of a written request and payment of $.10 (10 cents) per page to:
Mr. Glenn Eanes
Vice President & Treasurer
American Woodmark Corporation
P.O. Box 1980
Winchester, Virginia 22604-8090
Exhibit 10.1(d)
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this Amendment) is entered into as of this 4th day of April, 2008, effective as of December 30, 2007, between the DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT , a principal department of the State of Maryland (the Department), and AMERICAN WOODMARK CORPORATION , a Virginia corporation (the Borrower).
RECITALS
1. The Maryland Economic Development Corporation, a body politic and corporate and public instrumentality of the State of Maryland (MEDCO) made a conditional loan to the Borrower in the original principal amount of $1,484,320.00 (the Loan) pursuant to the terms of a Loan Agreement dated as of February 9, 2005, between MEDCO and the Borrower (as amended, the Loan Agreement).
2. The Loan is evidenced by a deed of trust note dated February 9, 2005, made by the Borrower payable to the order of MEDCO in the original principal amount of $1,484,320.00, as amended by a Note Modification Agreement (the Note Modification) dated the same date as this Agreement between the Borrower and the Department (as amended, the Note).
3. MEDCO assigned all of its rights in the Note, Loan Agreement, and all other Financing Documents (as defined in the Loan Agreement) to the Department pursuant to an Assignment dated February 9, 2005, attached to the Note, and an Assignment of Loan Documents dated February 9, 2005, from MEDCO to the Department.
4. The Borrower has requested that the Department modify the terms of the Loan Agreement.
5. Pursuant to the Borrowers request, the Department agrees to amend the terms of the Loan Agreement pursuant to this Amendment.
NOW THEREFORE , for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Department agree as follows:
1. Defined Terms : All capitalized terms used in this Amendment shall have the same meanings as in the Loan Agreement unless otherwise defined herein.
2. Recitals . The Borrower and the Department acknowledge that the above Recitals are true and correct, and agree that the Recitals are incorporated by reference into this Amendment.
3. Amendment of Loan Agreement . The Loan Agreement is hereby amended as follows:
3.1. The definition of First Tier Calculation Dates is deleted and in lieu thereof is inserted the following:
First Tier Calculation Dates means collectively and individually December 31, 2009, and December 31, 2010.
3.2. The definition of Forgiveness Date is deleted and in lieu thereof is inserted the following:
Forgiveness Date means December 31, 2016.
3.3. The definition of Second Tier Calculation Dates is deleted and in lieu thereof is inserted the following:
Second Tier Calculation Dates means collectively and individually December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014, December 31, 2015, and December 31, 2016.
3.4. The dates referred to in the example set forth in Section 6.02(c) of the Loan Agreement are each extended by two years to coincide with the new definitions of First Tier Calculation Dates, Second Tier Calculation Dates, and Forgiveness Date set forth in this Amendment.
3.5. Section 6.05(a) is deleted and in lieu thereof is inserted the following:
(a) On the dates specified below, the Borrower shall submit an Employee Report to the Lender with information effective as of the dates specified below:
Report Date |
Effective Date of Information |
|
January 31, 2006 January 31, 2007 January 31, 2008 January 31, 2009 January 31, 2010 January 31, 2011 January 31, 2012 January 31, 2013 January 31, 2014 January 31, 2015 January 31, 2016 January 31, 2017 |
December 31, 2005 December 31, 2006 December 31, 2007 December 31, 2008 December 31, 2009 December 31, 2010 December 31, 2011 December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 |
4. The Borrower ratifies and confirms all of its liabilities and obligations under the Loan Agreement and the Note and agrees that, except as expressly modified in this Amendment, the Loan Agreement continues in full force and effect as if set forth specifically herein.
5. As used in the Loan Agreement, the term this Agreement means the Loan Agreement as modified by this Amendment, and the term Note means the Note as modified by the Note Modification, unless the context clearly indicates or dictates a contrary meaning.
6. The Borrower and the Department agree that this Amendment shall not be construed as an agreement to extinguish the original obligations under the Loan Agreement and shall not constitute a novation as to the obligations of the Borrower under the Loan Agreement.
7. This Amendment may not be amended, changed, modified, altered, or terminated without in each instance the prior written consent of the Department. This Amendment shall be construed in accordance with and governed by the laws of the State of Maryland.
8. This Amendment shall inure to the benefit of, be enforceable by and be binding upon the Department and Borrower and their respective permitted successors and assigns.
9. In connection with this Amendment, the Borrower represents and warrants as follows:
(a) There is no default on the part of the Borrower under the Loan Agreement or the other Financing Documents, as amended, and no event has occurred or is continuing which, with notice, or the passage of time, or both, would constitute a default under the Loan Agreement or the other Financing Documents, as amended.
(b) All of the representations and warranties of the Borrower in the Loan Agreement and the other Financing Documents, are true and correct on the date hereof as if the same were made on the date hereof.
2
(c) The Loan Agreement (as amended by this Amendment), the Note, as amended, and the other Financing Documents, as amended, constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their terms.
(d) In addition to all other representations and warranties of the Borrower, the Borrower further represents and warrants that: (i) The Borrower currently occupies the Facility as contemplated by the Financing Documents; and (ii) The Project is complete.
(e) If any of the foregoing representations and warranties prove to be false, incorrect or misleading in any material respect, the Department may, in its absolute and sole discretion, declare (i) that an event of default has occurred and exists under the provisions of the Loan Agreement and the Note, and/or (ii) any of the provisions of this Amendment to be void and of no force.
IN WITNESS WHEREOF: the Borrower and the Department have caused this Amendment to be duly executed and delivered under its seal, as of the day and year written in the preamble of this Amendment.
WITNESS: |
DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT |
|||||||
/s/ CHRISTINE A. ILGES | By: | /s/ DAVID W. EDGERLEY | ||||||
Name: David W. Edgerley Title: Secretary |
STATE OF MARYLAND, COUNTY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY that on this 4th day of April, 2008, before me, a Notary Public of the State of Maryland, in and for the State and City/County aforesaid, personally appeared David W. Edgerley, who acknowledged himself to be the Secretary of Business and Economic Development of the State of Maryland, a principal department of the State of Maryland, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the foregoing Agreement on behalf of the DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT for the purposes therein contained as the duly authorized Secretary of Business and Economic Development of the State of Maryland.
AS WITNESS my hand and Notarial Seal.
/s/ ROBIN G. WHITFIELD |
Notary Public |
My Commission expires: 03/14/2012
3
WITNESS: | AMERICAN WOODMARK CORPORATION | |||||||||
/s/ JEFFREY B. REEDY | By: | /s/ JONATHAN WOLK | (SEAL) | |||||||
Name: Jeffrey B. Reedy |
Name: Jonathan Wolk Title: VP and CFO |
STATE OF VIRGINIA, CITY/COUNTY OF WINCHESTER, TO WIT:
I HEREBY CERTIFY that on this 26th day of March, 2008, before me, a Notary Public in and for the State of Virginia, personally appeared Jonathan Wolk, who acknowledged himself/herself to be the VP & CFO of American Woodmark Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that she/he executed the foregoing Amendment on behalf of AMERICAN WOODMARK CORPORATION , for the purposes therein contained as its duly authorized agent.
AS WITNESS my hand and Notarial Seal.
/s/ BRENDA DUPONT |
Notary Public |
My Commission expires: 12/31/2008
4
FIRST AMENDMENT TO GRANT AGREEMENT
THIS FIRST AMENDMENT TO GRANT AGREEMENT (this Amendment) is entered into as of this 4th day of April, 2008, effective as of December 30, 2007, between the COUNTY COMMISSIONERS OF ALLEGANY COUNTY , a political subdivision of the State of Maryland (the County), and AMERICAN WOODMARK CORPORATION , a Virginia corporation (the Recipient).
RECITALS
1. The County made a conditional grant to the Recipient in the amount of $750,000.00 (the Regrant) pursuant to the terms of a Grant Agreement dated as of February 9, 2005, between the County and the Recipient (as amended, the Regrant Agreement).
2. The Regrant was made with the proceeds of a grant in the amount of $750,000 from the Department of Business and Economic Development, a principal department of the State of Maryland (the Department), to the County pursuant to the terms of a grant agreement dated as of February 9, 2005, between the Department and the County.
3. The Recipient has requested that the County modify the terms of the Regrant Agreement.
4. Pursuant to the Recipients request, the County agrees to amend the terms of the Regrant Agreement pursuant to this Amendment.
NOW THEREFORE , for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, County and the Recipient agree as follows:
1. Defined Terms : All capitalized terms used in this Amendment shall have the same meanings as in the Regrant Agreement unless otherwise defined herein.
2. Recitals . The County and the Recipient acknowledge that the above Recitals are true and correct, and agree that the Recitals are incorporated by reference into this Amendment.
3. Amendment of Regrant Agreement . The Regrant Agreement is hereby amended as follows:
3.1. The definition of First Tier Calculation Dates is deleted and in lieu thereof is inserted the following:
First Tier Calculation Dates means collectively and individually December 31, 2009, and December 31, 2010.
3.2. The definition of Forgiveness Date is deleted and in lieu thereof is inserted the following:
Forgiveness Date means December 31, 2016.
3.3. The definition of Second Tier Calculation Dates is deleted and in lieu thereof is inserted the following:
Second Tier Calculation Dates means collectively and individually December 31, 2011, December 31, 2012, December 31, 2013, December 31, 2014, December 31, 2015, and December 31, 2016.
3.4. The dates referred to in the example set forth in Section 6.02(c) of the Regrant Agreement are each extended by two years to coincide with the new definitions of First Tier Calculation Dates, Second Tier Calculation Dates, and Forgiveness Date set forth in this Amendment.
5
3.5. Section 6.06(a) is deleted and in lieu thereof is inserted the following:
(a) On the dates specified below, the County and the Department shall submit an Employee Report with information effective as of the dates specified below:
Report Date |
Effective Date of Information |
|
January 31, 2006 January 31, 2007 January 31, 2008 January 31, 2009 January 31, 2010 January 31, 2011 January 31, 2012 January 31, 2013 January 31, 2014 January 31, 2015 January 31, 2016 January 31, 2017 |
December 31, 2005 December 31, 2006 December 31, 2007 December 31, 2008 December 31, 2009 December 31, 2010 December 31, 2011 December 31, 2012 December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 |
4. The Recipient ratifies and confirms all of its liabilities and obligations under the Regrant Agreement and agrees that, except as expressly modified in this Amendment, the Regrant Agreement continues in full force and effect as if set forth specifically herein.
5. As used in the Regrant Agreement, the term this Agreement means the Regrant Agreement as modified by this Amendment, unless the context clearly indicates or dictates a contrary meaning.
6. This Amendment may not be amended, changed, modified, altered, or terminated without in each instance the prior written consent of the County and the Department. This Amendment shall be construed in accordance with and governed by the laws of the State of Maryland.
7. This Amendment shall inure to the benefit of, be enforceable by and be binding upon the County and the Recipient and their respective permitted successors and assigns.
8. In connection with this Amendment, the Recipient represents and warrants as follows:
(a) There is no default on the part of the Recipient under the Regrant Agreement, as amended, and no event has occurred or is continuing which, with notice, or the passage of time, or both, would constitute a default under the Regrant Agreement, as amended.
(b) All of the representations and warranties of the Recipient in the Regrant Agreement are true and correct on the date hereof as if the same were made on the date hereof.
(c) The Regrant Agreement (as amended by this Amendment) constitutes the legal, valid and binding obligation of the Recipient enforceable in accordance with its terms.
(d) In addition to all other representations and warranties of the Recipient, the Recipient further represents and warrants that: (i) The Recipient currently occupies the Facility as contemplated by the Regrant Agreement; and (ii) The Project is complete.
(e) If any of the foregoing representations and warranties prove to be false, incorrect or misleading in any material respect, the County may, in its absolute and sole discretion, declare (i) that an event of default has occurred and exists under the provisions of the Regrant Agreement, and/or (ii) any of the provisions of this Amendment to be void and of no force.
6
IN WITNESS WHEREOF: the County and the Recipient have caused this Amendment to be duly executed and delivered under its seal, as of the day and year written in the preamble of this Amendment.
WITNESS: |
COUNTY COMMISSIONERS OF ALLEGANY
COUNTY |
|||||||||
/s/ CAROL A. GAFFNEY | By: | /s/ JAMES J. STAKEM | (SEAL) | |||||||
Name: Carol A. Gaffney | Name: James J. Stakem | |||||||||
Title: |
STATE OF MARYLAND , CITY/COUNTY OF ALLEGANY, TO WIT:
I HEREBY CERTIFY that on this 13th day of March, 2008, before me, a Notary Public in and for the State of Maryland, personally appeared James J. Stakem, who acknowledged himself/herself to be the President of the Board of County Commissioners of Allegany County, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that she/he executed the foregoing Amendment on behalf of the BOARD OF COUNTY COMMISSIONERS OF ALLEGANY COUNTY , for the purposes therein contained as its duly authorized President.
AS WITNESS my hand and Notarial Seal.
/s/ CATHY E. BLAIR |
Notary Public |
My Commission expires: 11/16/2011
WITNESS: | AMERICAN WOODMARK CORPORATION | |||||||||
/s/ JEFFREY B. REEDY | By: | /s/ JONATHAN WOLK | (SEAL) | |||||||
Name: Jeffrey B. Reedy |
Name: Jonathan Wolk Title: VP and CFO |
STATE OF VIRGINIA, CITY/COUNTY OF WINCHESTER, TO WIT:
I HEREBY CERTIFY that on this 26 th day of March, 2008, before me, a Notary Public in and for the State of Virginia, personally appeared Jonathan Wolk, who acknowledged himself/herself to be the VP & CFO of American Woodmark Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that she/he executed the foregoing Amendment on behalf of AMERICAN WOODMARK CORPORATION , for the purposes therein contained as its duly authorized agent.
AS WITNESS my hand and Notarial Seal.
/s/ BRENDA DUPONT |
Notary Public |
My Commission expires: 12/31/2008
7
DEED OF TRUST NOTE MODIFICATION AGREEMENT
THIS DEED OF TRUST NOTE MODIFICATION AGREEMENT (this Note Modification) is made as of this 4th day of April, 2008, effective as of December 30, 2007, between the DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT , a principal department of the State of Maryland (the Lender), and AMERICAN WOODMARK CORPORATION , a Virginia corporation (the Borrower).
RECITALS
1. The Maryland Economic Development Corporation, a body politic and corporate and public instrumentality of the State of Maryland (MEDCO) made a conditional loan to the Borrower in the original principal amount of $1,484,320.00 (the Loan) pursuant to the terms of a Loan Agreement dated as of February 9, 2005, between MEDCO and the Borrower (as amended, the Loan Agreement).
2. The Loan is evidenced by a deed of trust note dated February 9, 2005, made by the Borrower payable to the order of MEDCO in the original principal amount of $1,484,320.00 (the Note).
3. MEDCO assigned all of its rights in the Note, Loan Agreement, and all other Financing Documents (as defined in the Loan Agreement) to the Department pursuant to an Assignment dated February 9, 2005, attached to the Note, and an Assignment of Loan Documents dated February 9, 2005, from MEDCO to the Department.
4. The Borrower has requested that the Lender modify the terms of Note and the Loan Agreement.
5. Pursuant to the Borrowers request, the Lender agrees to amend the terms of the Note pursuant to this Note Modification.
NOW, THEREFORE , in consideration of the promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lender hereby agree as follows:
1. The Borrower and the Lender acknowledge that the above Recitals to this Note Modification are true and correct, and agree that the same are incorporated by reference into the body of this Note Modification.
2. Unless otherwise specifically defined herein, all terms defined by the provisions of the Loan Agreement shall have the same meanings ascribed to such terms by the provisions of the Loan Agreement when used herein.
3. The Note is hereby amended by deleting Section 3 of the Note and substituting the following in its place:
3. Repayment .
(a) Deferral . Interest shall accrue on the principal balance of the Loan from the date of this Note. Except for amounts of this Loan that are required to be repaid under the succeeding provisions of this Note, the Borrowers payment of principal and accrued interest shall be deferred.
(b) December 31, 2009 . If as of December 31, 2009, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
8
(c) December 31, 2010 . If as of December 31, 2010, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(d) December 31, 2011 . If as of December 31, 2011, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(e) December 31, 2012 . If as of December 31, 2012, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(f) December 31, 2013 . If as of December 31, 2013, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(g) December 31, 2014 . If as of December 31, 2014, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(h) December 31, 2015 . If as of December 31, 2015, the Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(i) December 31, 2016 . If as of December 31, 2016:
(i) The Borrower is required to repay any portion of the Loan under Article VI of the Loan Agreement, the Borrower shall make the required repayment of principal, together with accrued interest on that amount from the date of disbursement of the Loan proceeds through the date of repayment, within 30 days after the Borrower receives written demand for payment from the Lender.
(ii) There remains any outstanding principal balance of the Loan, after determining whether any repayment is required under subsection (i)(i) above, the Department will forgive the outstanding principal balance of the Loan which is not subject to repayment as provided in Section 6.03 of the Loan Agreement.
(j) This Note may be subject to multiple maturity dates. The date on which any payment of principal under this Note is due under the terms above shall be a Maturity Date. On a Maturity Date, the Borrower shall pay any remaining principal balance that is subject to repayment, related accrued and unpaid interest and any other amounts outstanding under the Financing Documents (as defined in the Loan Agreement) that are related to the portion of principal which is due.
9
(k) The Lender shall have no obligation to defer any amounts due under this Note or to forgive any amounts if the Borrower is in Default under the terms of this Note or any of the other Financing Documents.
4. As used in the Note and this Agreement, the term this Note means the Note as amended by this Note Modification, and the term Loan Agreement means the Loan Agreement as modified by First Amendment to Loan Agreement dated the same date as this Note Modification, between the Lender and the Borrower (the Amendment), unless the context clearly indicates or dictates a contrary meaning.
5. The Borrower will execute any confirmatory instruments with respect to the Note as the Lender may require, including any amendments to the Loan Agreement.
6. The Borrower ratifies and confirms all of its liabilities and obligations under the Note and agrees that, except as expressly modified in this Note Modification, the Note continues in full force and effect as if set forth specifically herein. The Borrower and the Lender agree that this Note Modification shall not be construed as an agreement to extinguish the original obligations under the Note and shall not constitute a novation as to the obligations of the Borrower under the Note.
7. This Note Modification may not be amended, changed, modified, altered, or terminated without in each instance the prior written consent of the Lender. This Note Modification shall be construed in accordance with and governed by the laws of the State of Maryland.
8. If any of the representations and warranties specified in the Amendment prove to be false, incorrect or misleading in any material respect, the Lender may, in its absolute and sole discretion, declare (i) that event of default has occurred and exists under the provisions of this Note Modification and under the Loan Agreement, and/or (ii) any of the provisions of this Note Modification to be void and of no force.
IN WITNESS WHEREOF, the Borrower and the Lender have caused this Agreement to be signed, sealed and delivered as of the date first above written.
WITNESS: |
DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT |
|||||||
/s/ CHRISTINE A. ILGES | By: | /s/ DAVID W. EDGERLEY | ||||||
Name: David W. Edgerley Title: Secretary |
10
STATE OF MARYLAND, COUNTY OF BALTIMORE, TO WIT:
I HEREBY CERTIFY that on this 4th day of April, 2008, before me, a Notary Public of the State of Maryland, in and for the State and City/County aforesaid, personally appeared David W. Edgerley, who acknowledged himself to be the Secretary of Business and Economic Development of the State of Maryland, a principal department of the State of Maryland, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the foregoing Note Modification on behalf of the DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT for the purposes therein contained as the duly authorized Secretary of Business and Economic Development of the State of Maryland.
AS WITNESS my hand and Notarial Seal.
/s/ ROBIN G. WHITFIELD |
Notary Public |
My Commission expires: 03/14/2012
WITNESS: | AMERICAN WOODMARK CORPORATION | |||||||||
/s/ JEFFREY B. REEDY | By: | /s/ JONATHAN WOLK | (SEAL) | |||||||
Name: Jeffrey B. Reedy |
Name: Jonathan Wolk Title: VP and CFO |
STATE OF VIRGINIA , CITY/COUNTY OF WINCHESTER , TO WIT:
I HEREBY CERTIFY that on this 26th day of March, 2008, before me, a Notary Public in and for the State of Virginia , personally appeared Jonathan Wolk , who acknowledged himself/herself to be the VP & CFO of American Woodmark Corporation, known or satisfactorily proven to me to be the person whose name is subscribed to the within instrument, and acknowledged that she/he executed the foregoing Note Modification on behalf of AMERICAN WOODMARK CORPORATION , for the purposes therein contained as its duly authorized agent .
AS WITNESS my hand and Notarial Seal.
/s/ BRENDA DUPONT |
Notary Public |
My Commission expires: 12/31/2008
11
Exhibit 13
table of contents
1 | Mission Statement | |
2 | Company Profile | |
3 | Financial Highlights | |
3 | Market Information | |
4 | Letter from the Chief Executive Officer | |
11 | Five-Year Selected Financial Information | |
12 | Managements Discussion and Analysis | |
23 | Consolidated Financial Statements | |
27 | Notes to Consolidated Financial Statements | |
43 | Report of Independent Registered Public Accounting Firm | |
44 | Managements Report on Internal Control over Financial Reporting | |
45 | Report of Independent Registered Public Accounting Firm | |
46 | Stock Performance Graph | |
47 | Directors and Executive Officers | |
47 | Corporate Information |
mission statement
creating value through people
WHO WE ARE
American Woodmark is an organization of employees and shareholders who have combined their resources to pursue a common goal.
WHAT WE DO
Our common goal is to create value by providing kitchens and baths of pride for the American family.
WHY WE DO IT
We pursue this goal to earn a profit, which allows us to reward our shareholders and employees and to make a contribution to our society.
HOW WE DO IT
Four principles guide our actions:
CUSTOMER SATISFACTION Providing the best possible quality, service and value to the greatest number of people. Doing whatever is reasonable, and sometimes unreasonable, to make certain that each customers needs are met each and every day.
INTEGRITY Doing what is right. Caring about the dignity and rights of each individual. Acting fairly and responsibly with all parties. Being a good citizen in the communities in which we operate.
TEAMWORK Understanding that we must all work together if we are to be successful. Realizing that each individual must contribute to the team to remain a member of the team.
EXCELLENCE Striving to perform every job or action in a superior way. Being innovative, seeking new and better ways to get things done. Helping all individuals to become the best that they can be in their jobs and careers.
ONCE WEVE DONE IT
When we achieve our goal good things happen: sales increase, profits are made, shareholders and employees are rewarded, jobs are created, our communities benefit, we have fun, and our customers are happy and proud with a new kitchen or bath from American Woodmark.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT 1 |
company profile
American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company operates 14 manufacturing facilities located in Arizona, Georgia, Indiana, Kentucky, Maryland, Oklahoma, Tennessee, Virginia, and West Virginia and 9 service centers across the country.
American Woodmark Corporation was formed in 1980 and became a public company through a common stock offering in July, 1986.
The Company offers approximately 380 cabinet lines in a wide variety of designs, materials, and finishes. Products are sold across the United States through a network of independent distributors and directly to home centers and major builders. Approximately 69% of sales during fiscal year 2008 were to the remodeling market and 31% to the new home market.
The Company believes it is one of the three largest manufacturers of kitchen cabinets in the United States.
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AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
financial highlights
FISCAL YEARS ENDED APRIL 30 | ||||||||||||
(in thousands, except per share data) |
2008 | 2007 | 2006 | |||||||||
OPERATIONS | ||||||||||||
Net sales |
$ | 602,426 | $ | 760,925 | $ | 837,671 | ||||||
Operating income |
4,382 | 49,408 | 53,419 | |||||||||
Net income |
4,271 | 32,561 | 33,210 | |||||||||
Earnings per share |
||||||||||||
Basic |
$ | 0.30 | $ | 2.08 | $ | 2.04 | ||||||
Diluted |
0.29 | 2.04 | 2.00 | |||||||||
Average shares outstanding |
||||||||||||
Basic |
14,472 | 15,690 | 16,280 | |||||||||
Diluted |
14,540 | 15,976 | 16,586 | |||||||||
FINANCIAL POSITION | ||||||||||||
Working capital |
$ | 87,354 | $ | 95,748 | $ | 100,526 | ||||||
Total assets |
314,799 | 348,695 | 378,886 | |||||||||
Long-term debt, net of current maturities |
26,043 | 26,908 | 27,761 | |||||||||
Shareholders equity |
214,634 | 226,097 | 241,661 | |||||||||
Long-term debt to capital ratio 1 |
10.8 | % | 10.6 | % | 10.3 | % |
1 |
Defined as long-term debt, net of current maturities, divided by the sum of long-term debt and shareholders equity. |
market information
American Woodmark Corporation common stock, no par value, is quoted on The NASDAQ Global Select Market under the AMWD symbol. Common stock per share market prices and cash dividends declared during the last two fiscal years were as follows:
MARKET PRICE |
DIVIDENDS
DECLARED |
||||||||
(in dollars) |
High | Low | |||||||
FISCAL 2008 | |||||||||
First quarter |
$ | 38.25 | $ | 29.71 | $ | 0.06 | |||
Second quarter |
30.88 | 23.53 | 0.09 | ||||||
Third quarter |
26.73 | 15.60 | 0.09 | ||||||
Fourth quarter |
22.99 | 17.37 | 0.09 | ||||||
FISCAL 2007 | |||||||||
First quarter |
$ | 39.66 | $ | 29.53 | $ | 0.03 | |||
Second quarter |
39.18 | 29.59 | 0.06 | ||||||
Third quarter |
45.23 | 34.18 | 0.06 | ||||||
Fourth quarter |
46.10 | 34.47 | 0.06 |
As of May 30, 2008, there were approximately 7,600 shareholders of record of the Companys common stock. Included are approximately 63% of the Companys employees, who are shareholders through the American Woodmark Stock Ownership Plan. The Company pays dividends on its common stock each fiscal quarter. Although the Company presently intends to continue to declare cash dividends on a quarterly basis for the foreseeable future, the determination as to the payment and the amount of any future dividends will be made by the Board of Directors from time to time and will depend on the Companys then-current financial condition, capital requirements, results of operations and any other factors then deemed relevant by the Board of Directors.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT 3 |
to our shareholders
KENT B. GUICHARD
President and CEO
The external environment we faced during fiscal 2008 was, to say the least, challenging. We began the year facing a continuing new construction slump driven primarily by a pricing bubble created through over-speculation in key markets such as California, Arizona, Florida, and Washington, DC. Housing starts had returned to the historical average of approximately one and a half million per year, down from over two million at the peak the prior year. The downward pressure on housing prices was widely publicized in the media and began to impact both the psychology of the consumer and the level of home equity available to finance large ticket remodeling projects. Remodeling retailers began to report negative year-over-year comparative store sales. Despite these negative pressures our order and sales levels stabilized during the middle of calendar 2007, albeit at lower levels than in the previous few years.
As we approached the fall, rumblings became roars as the average American became all too familiar with the existence of the sub-prime mortgage. What followed was a near collapse of the credit markets. Financial institutions effectively stopped lending, even to credit-worthy borrowers. The impact on the housing market was swift and severe. Housing starts rapidly dropped to below one million annualized units. The impact on single family homes was even worse. Building activity in the hardest hit areas was down 80% to 85% from the peak. Sales of existing homes declined from a high of over seven million units per year to under five million. Prices slumped. Months supply of both new and existing home inventories ballooned. Mortgages in distress and in foreclosure began a steady rise, reaching 5% or one in every twenty homes in some cities.
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AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
At the time I write this letter, we are in the midst of the worst housing downturn in thirty-five years. Of the largest ten public home builders in the country, all have reported revenue declines in the most recent quarter and all but one have reported net losses. Most have taken significant hits to their financial position due to the further leveraging of their balance sheets as operating losses and the devaluation of land have reduced equity faster than they have been able to pay down their debt load. The impact is not limited to new construction. Remodeling retailers are regularly reporting negative comparative store performance, particularly for large ticket items and projects.
Our financial results during fiscal 2008 were clearly impacted by the external environment. On an absolute basis, we are not satisfied with our financial performance. On a relative basis, given the industry context, the Company has performed well. Net sales declined by almost $160 million or 21% from the previous year. Margins were under pressure as we experienced negative leverage on fixed and semi-fixed costs. But despite the drop in revenue and the decline in margins, we remained profitable for the year. We generated almost $29 million in free cash flow, choosing to apply $25 million to stock repurchases. Over the past three years, we have repurchased 3.25 million or 20% of our outstanding shares. Our balance sheet remains outstanding with debt to capital of less than 11% and cash and cash equivalents of $57 million.
Many of the so-called experts tell us that the current housing downturn is an unprecedented event. That U.S. housing will be forever altered. I respectfully disagree. This is a cycle, like many before. And while each cycle has its own unique elements, all cycles have three things in common. First, they are largely unpredicted, they come quickly, and the initial drop seems terribly severe. Second, they seem to last forever, trying the patience of even the strongest among us. And finally, they do end.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
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I remember as a boy, after a summer at scout camp or a long family vacation, returning home. The anticipation building as we reached our exit from the freeway, waited at traffic lights as we crossed town, finally turned down our street, and pulled into the driveway. Home at last. I have the same experience even today when I have been away. We are a nation of home owners. I disagree with those that forecast the end of housing as we know it in America because, to agree, I would have to conclude that we are going to fundamentally change who we are as a people. Home ownership is in our DNA. So for us, it is a question of when the current down cycle ends, not if the cycle ends.
This brings us to THE question that everyone asks. When will it end? I dont know. The fact is, nobody knows. I would go further and even suggest that this is the wrong question. Since we believe that it will end, we just dont know when it will end, the real question is what do we do in the meantime?
We have three priorities during the remainder of this housing cycle. First, and most importantly, we are focused on protecting the core assets of the Company. We have invested heavily over the years in our relationships with both customers and vendors.
These long-standing partnerships provide intrinsic value as evidenced by access to distribution, market share gains, sharing of cutting edge knowledge and, ultimately, profitability and return on investment. We are maintaining, and even increasing, our touch points with both customers and suppliers. We have also invested heavily over the years in the skill sets and culture of the organization. We continue to build the Company through the attraction, retention, and training of highly capable and qualified individuals that share our passion for the business and a commitment to our Mission Statement and Vision. Our physical asset base has been built over time with great care to service our customers. We are adhering to our preventative maintenance and replacement schedules, ensuring the currency of our productive capacity. While there is clearly a short-term cost with this approach, we believe that the long-term interests of the shareholder are best served during these times through the protection of these critical core assets.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
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Second, down markets present an opportunity to gain share. The traditional response by many to economic downturns is to pull back, hunker down, and wait it out. Energy is focused almost exclusively on cost cutting. We have made a different choice, taken a different approach. We have not only sustained, but increased the level of customer contact. We have continued to design and implement programs that improve the customer experience. We continue to develop and introduce new products and services. The results of our efforts have been increased market share. Although competitive pressures do exist, particularly at the entry level, we have not simply cut price to achieve results. We have both increased penetration with existing customers and secured new customers based on our total package of services, products, and pricing. Most importantly, our share gains have been in business with appropriate margins that we believe are sustainable over time.
Third, and finally, we must run the business. We are still taking orders, producing product, and delivering kitchens and baths of pride for the American family. We are making improvements in our operations each and every day. We are moving forward on the critical elements of our 2013 Vision, expanding our quality programs, implementing lean manufacturing concepts, and improving our logistics platform. During down cycles, organizations have the time and capacity for big programs with big impact. We are taking advantage of this temporary decline in the market by making changes that would be next to impossible during times of high demand.
While clearly no one has perfected the art of forecasting to be able to predict when cycles will occur and for how long they will last, the reality of periodic housing cycles is inevitable. Since the last down cycle in the early 1990s, we remained conscious that another down cycle would eventually arrive on our doorstep. Despite numerous suggestions from Wall Street to recapitalize the Company with more debt, we maintained a conservative capital structure for just such a time. As a result, we now enjoy the financial flexibility that comes with low debt and a strong cash position. We can afford to continue to invest in the business during this cycle.
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AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
In this environment, many have suggested that we be more aggressive in reducing costs and closing down capacity. We have moved quickly to lower and even eliminate certain costs, mindful of the unintended consequences of cutting programs that would impact our customers, limit our participation in the recovery of the market, or impair our future plans. The Company has a sound strategy that we execute well. We are exercising the discipline to stay the course during a periodic cycle. In our opinion, this is the path that is in the best interest of our shareholders and, over time, will provide a superior return. In the current environment this is the best, but not always the easiest, choice. I am proud to be associated with fellow employees that continue to demonstrate the personal and professional courage to follow their convictions, remain committed to our Vision and true to the values of our Mission Statement.
I am saddened to report that during the last year we lost Dan Carroll to a sudden illness. Dan joined our Board of Directors in 1986 and worked tirelessly on behalf of the Company for over two decades. His contributions have been immeasurable. Dan was a zealous representative for all those who needed a voice at the table. We will miss his intelligence, his experience and perspective, his coaching and counseling, his energy and humor, and the enormous care he always demonstrated for the Company and its employees. We remember Dan best by continuing to pursue our aspiration to be a great company founded on our core beliefs.
The external environment will undoubtedly remain challenging in the period ahead. We will continue to focus on positioning the organization to emerge from the current cycle a better, stronger and more profitable Company. I wish to express my sincere appreciation to our employees, our shareholders, our customers, our vendors, and our communities for your continued support.
Kent B. Guichard President and Chief Executive Officer |
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AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
FIVE-YEAR SELECTED FINANCIAL INFORMATION
FISCAL YEARS ENDED APRIL 30 | ||||||||||||||||||||
(in millions, except per share data) |
2008 | 2007 4 | 2006 | 2005 | 2004 | |||||||||||||||
FINANCIAL STATEMENT DATA |
||||||||||||||||||||
Net sales |
$ | 602.4 | $ | 760.9 | $ | 837.7 | $ | 777.0 | $ | 667.5 | ||||||||||
Income before income taxes |
5.7 | 51.2 | 53.7 | 58.3 | 52.0 | |||||||||||||||
Net income |
4.3 | 32.6 | 33.2 | 35.6 | 31.7 | |||||||||||||||
Earnings per share: 1 |
||||||||||||||||||||
Basic |
0.30 | 2.08 | 2.04 | 2.16 | 1.96 | |||||||||||||||
Diluted |
0.29 | 2.04 | 2.00 | 2.11 | 1.90 | |||||||||||||||
Depreciation and amortization expense |
35.2 | 35.9 | 37.0 | 33.4 | 27.7 | |||||||||||||||
Total assets |
314.8 | 348.7 | 378.9 | 361.2 | 307.1 | |||||||||||||||
Long-term debt, less current maturities |
26.0 | 26.9 | 27.8 | 29.2 | 18.0 | |||||||||||||||
Total shareholders equity |
214.6 | 226.1 | 241.7 | 215.2 | 193.1 | |||||||||||||||
Cash dividends declared per share 1 |
0.33 | 0.21 | 0.12 | 0.115 | 0.10 | |||||||||||||||
Average shares outstanding 1 |
||||||||||||||||||||
Basic |
14.5 | 15.7 | 16.3 | 16.5 | 16.2 | |||||||||||||||
Diluted |
14.5 | 16.0 | 16.6 | 16.9 | 16.7 | |||||||||||||||
PERCENT OF SALES |
||||||||||||||||||||
Gross profit |
17.1 | % | 20.5 | % | 17.9 | % | 19.6 | % | 20.6 | % | ||||||||||
Selling, general and administrative expenses |
16.4 | 14.0 | 11.5 | 12.1 | 12.7 | |||||||||||||||
Income before income taxes |
0.9 | 6.7 | 6.4 | 7.5 | 7.8 | |||||||||||||||
Net income |
0.7 | 4.3 | 4.0 | 4.6 | 4.7 | |||||||||||||||
RATIO ANALYSIS |
||||||||||||||||||||
Current ratio |
2.6 | 2.4 | 2.2 | 1.9 | 1.9 | |||||||||||||||
Inventory turnover 2 |
9.7 | 9.7 | 10.3 | 10.4 | 10.6 | |||||||||||||||
Collection period days 3 |
31.9 | 34.9 | 35.5 | 32.2 | 32.6 | |||||||||||||||
Percentage of capital (long-term debt plus equity): |
||||||||||||||||||||
Long-term debt, net of current maturities |
10.8 | % | 10.6 | % | 10.3 | % | 12.0 | % | 8.5 | % | ||||||||||
Equity |
89.2 | 89.4 | 89.7 | 88.0 | 91.5 | |||||||||||||||
Return on equity (average %) |
1.9 | 13.9 | 14.5 | 17.4 | 18.0 |
1 |
All share and per share information have been restated to reflect a two-for-one stock split, effective September 24, 2004. |
2 |
Based on average of beginning and ending inventory. |
3 |
Based on ratio of monthly average customer receivables to average sales per day. |
4 |
The Company adopted the provisions of SFAS 123(R) during fiscal year 2007, which resulted in stock-based compensation expense, net of income taxes of $3.1 million in fiscal 2008 and $3.9 million in fiscal 2007. |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
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financial review
2008
managements discussion and analysis
RESULTS OF OPERATIONS
The following table sets forth certain income and expense items as a percentage of net sales.
PERCENTAGE OF NET SALES
Years Ended April 30 |
|||||||||
2008 | 2007 | 2006 | |||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | |||
Cost of sales and distribution |
82.9 | 79.5 | 82.1 | ||||||
Gross profit |
17.1 | 20.5 | 17.9 | ||||||
Selling and marketing expenses |
11.9 | 9.3 | 8.4 | ||||||
General and administrative expenses |
4.5 | 4.7 | 3.1 | ||||||
Operating income |
0.7 | 6.5 | 6.4 | ||||||
Interest expense/other (income) expense |
(0.2 | ) | (0.2 | ) | 0.0 | ||||
Income before income taxes |
0.9 | 6.7 | 6.4 | ||||||
Income tax expense |
0.2 | 2.4 | 2.4 | ||||||
Net income |
0.7 | 4.3 | 4.0 |
The following discussion should be read in conjunction with the Selected Financial Data and the Consolidated Financial Statements and the related notes contained elsewhere herein.
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AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
FORWARD-LOOKING STATEMENTS
This report contains statements concerning the Companys expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by words such as anticipate, estimate, forecast, expect, believe, should, could, would, plan, may or other similar words. Forward-looking statements contained in this annual report, including Managements Discussion and Analysis, are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements. In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, (3) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor, (4) a sudden and significant rise in basic raw material costs, (5) a dramatic increase to the cost of diesel fuel and/or transportation related services, (6) the need to respond to price or product initiatives launched by a competitor, (7) the Companys ability to successfully implement initiatives related to increasing market share, new products, maintaining and increasing its sales force and new product displays, and (8) sales growth at a rate that outpaces the Companys ability to install new capacity. While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a materially adverse impact on its operating results and financial condition.
OVERVIEW
American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, major builders and home manufacturers, and through a network of independent distributors. At April 30, 2008, the Company operated 14 manufacturing facilities and 9 service centers across the country.
Driven by the impact of market conditions that rank among the worst in 35 years, the Companys net sales, gross profit and net income all declined in its fiscal year that ended on April 30, 2008 (fiscal 2008) as compared with fiscal 2007.
These declines were driven primarily by the impact of reduced sales volumes, as the Companys market share gains in both the remodeling and new construction sectors were more than offset by the impact of the markets decline. Sales were also reduced approximately 5% by the completion of the Companys transition out of certain low-margin products which was completed in February 2007. The Companys remodeling sales exclusive of the transitioned low-margin products declined by a high single-digit percentage during fiscal 2008, as sales of existing homes, generally acknowledged to be a driver of remodeling activity, dropped 17% during the Companys fiscal year according to data supplied by the U.S. Census Bureau. In addition, the Company believes that the magnitude of its remodeling sales decline was less than that of its remodeling customers. Similarly, the Companys sales to new construction customers declined less than the markets 32% decline in single-family homes started during the Companys fiscal year. The Company gained market share with many new construction customers during fiscal 2008, but these gains were tempered by declines that resulted from a handful of its older new-construction customers going out of business.
Despite the present housing market downturn, the Company believes that the long-term fundamentals for the American housing industry remain positive, based upon strong employment, relatively low interest rates, continued population growth, and other favorable demographic trends. Based upon this belief, the Company has continued to maintain its strategy of investing to improve its operations and its capabilities to best service its customers. The Company remains focused on continuing to gain market share and has continued to invest in developing and launching new products while maintaining its product displays and related marketing collateral deployed with new customers in its new construction channel.
Gross margin for fiscal year 2008 was 17.1%, down from 20.5% in fiscal 2007. The reduction in the Companys gross margin rate was driven primarily by inefficiencies in labor, overhead, and freight costs that were driven by lower sales volumes, as well as by the impact of rising fuel prices upon freight and materials costs. These factors more than offset the favorable impact from the Companys completed transition out of selling certain low-margin products, which improved the Companys sales mix and reduced materials and freight costs in relation to sales.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
13 |
Gross margin in fiscal 2008 was also adversely impacted by two other items:
|
Severance and separation costs associated with headcount reductions across the Companys manufacturing plants, plus separation and closing costs associated with the Companys decision to close its smallest plant. These charges aggregated 0.2% of net sales in fiscal 2008. |
|
A change in the form of the Companys sales promotional participation with one of its retail customers did not affect net income but shifted costs that had previously been sales and marketing expenses to a reduction of sales revenue. This change resulted in a reduction of the Companys gross margin rate of 0.8% of net sales in fiscal 2008. |
The Company regularly assesses its long-lived assets to determine if any impairment has occurred. Although the direction of the housing market and its resultant impact upon the Companys performance is not presently positive, the Company continues to believe that the long-term fundamentals of job creation, unemployment, and long-term interest rates support a growing and vibrant housing economy in the future. Accordingly, the Company does not believe that its long-lived assets pertaining to its 14 manufacturing plants or any of its other long-lived assets were impaired as of April 30, 2008.
Net income was $4.3 million for fiscal 2008, compared with $32.6 million during fiscal 2007.
RESULTS OF OPERATIONS
FISCAL YEARS ENDED APRIL 30 | |||||||||||||||
(in thousands) |
2008 | 2007 | 2006 |
2008 VS. 2007
PERCENT CHANGE |
2007 VS. 2006
PERCENT CHANGE |
||||||||||
Net Sales |
$ | 602,426 | $ | 760,925 | $ | 837,671 | (20.8 | )% | (9.2 | )% | |||||
Gross Profit |
103,127 | 155,819 | 149,693 | (33.8 | ) | 4.1 | |||||||||
Selling & Marketing Expenses |
71,875 | 71,009 | 70,361 | 1.2 | 0.9 | ||||||||||
G&A Expenses |
26,870 | 35,402 | 25,913 | (24.1 | ) | 36.6 | |||||||||
Interest Expense |
805 | 910 | 1,018 | (11.5 | ) | (10.6 | ) |
NET SALES
Net sales were $602.4 million in fiscal 2008, a decrease of $158.5 million, or 21% compared with fiscal 2007. The completion of the Companys transition out of selling certain low-margin products was responsible for about 20% of this decline, while reductions in sales of the Companys remaining core products resulted in the remainder of the sales decline. Overall unit volume for fiscal 2008 was 28.2% lower than in fiscal 2007, driven primarily by weaker new construction and remodeling sales volume, but also due to the elimination of the low-margin products sales. Average revenue per unit increased 10.2% during fiscal 2008 compared with prior year, driven primarily by the aforementioned low-margin products transition, and to a lesser extent from an increased proportion of remodeling sales within the Companys sales mix.
Net sales for fiscal 2007 decreased 9% to $760.9 million from $837.7 million in fiscal 2006. The majority of the sales decline was driven by the Companys planned transition out of certain low-margin products, which caused sales to decline approximately $55 million. Sales of the Companys core products declined by $21 million, or 3%, as a double-digit decline in new construction sales more than offset the Companys 9% increase in remodeling sales. Overall unit volume for fiscal 2007 was 21.2% lower than in fiscal 2006, driven primarily by the Companys transition out of certain low-margin products and weaker new construction sales volume. In fiscal 2007, the average selling price per unit increased 15.3% due to shifts in product mix and improved pricing.
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AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
GROSS PROFIT
Gross profit as a percentage of sales decreased to 17.1% in fiscal 2008 as compared with 20.5% in fiscal 2007. The impact of reduced core product sales in fiscal 2008 drove labor productivity and fixed overhead cost absorption lower, more than offsetting the beneficial impact upon margins from the improvements in the Companys sales mix that resulted from its completed transition out of selling low-margin products. In addition, the Companys gross profit rate was reduced 0.8% by a change in the form of the Companys sales promotional participation with one of its retail customers, and by 0.2% for severance and separation costs associated with headcount reductions and the closure of one of the Companys manufacturing plants. Specific changes and additional information follows:
|
Materials costs declined as a percentage of net sales by 1.6% during fiscal 2008 as compared with fiscal 2007. In addition to the favorable impact of the aforementioned changes in sales mix, declining lumber prices and improved lumber yields more than offset the inflationary impact of rising fuel costs and helped reduce costs in relation to net sales. |
|
Freight costs were in line with costs incurred in the prior fiscal year as a percentage of net sales, as the beneficial impact of the Companys improved sales mix was offset by inefficiencies that resulted from lower production volumes and the continuing rise in fuel costs as the fiscal year progressed. |
|
Labor costs increased 1.4% as a percentage of net sales compared with the prior year, driven by reduced productivity associated with lower production volumes and increased medical costs. |
|
Overhead costs increased as a percentage of net sales by 3.5% as compared with fiscal 2007, driven by a 6% reduction in costs that was less in magnitude than the Companys sales decline. |
During fiscal 2007, the Company increased its gross profit as a percent of sales to 20.5% from 17.9% in fiscal 2006. The increase in gross profit was the result of lower materials and freight costs as a percentage of net sales in fiscal 2007, due primarily to the change in the Companys sales mix. Manufacturing overhead costs were higher as a percentage of net sales in fiscal 2007, as this component of cost has a higher proportion of fixed cost and was compared with a reduced sales level. Labor costs comprised a slightly lower percentage of sales in fiscal 2007, as efficiencies from the product mix were somewhat offset by inefficiencies associated with lower volume.
Transportation costs decreased during 2007 by 0.9% of net sales compared with fiscal 2006, due to the favorable impact of the changes in sales mix, and the stability of the diesel fuel costs in comparison with the prior year.
Manufacturing overhead costs increased during 2007 by 1.3% of net sales from fiscal 2006, as efficiencies from improved operations were more than offset by the impact of spreading a relatively fixed cost over a reduced sales base, as well as an increase of 0.2% of net sales for stock compensation expense.
Materials costs declined as a percentage of net sales by 1.9% during fiscal 2007 as compared with fiscal 2006. In addition to the favorable impact of the aforementioned changes in sales mix, sales price increases helped offset inflationary cost increases, and efficiencies in materials handling and lumber yields also helped reduce costs in relation to net sales.
Labor costs decreased 1.1% as a percentage of net sales as compared with those of fiscal 2006. The favorable impact was driven by the aforementioned changes in sales mix, which more than offset the impact of reduced productivity stemming from the decline in production volume.
SELLING AND MARKETING EXPENSES
Selling and marketing expenses for fiscal 2008 were 11.9% of net sales, compared with 9.3% of net sales in fiscal 2007. The increased cost as a percent of sales in fiscal 2008 was driven by the Companys continuing investments to maintain its customer touch points, launch new products and increase its displays deployed with new construction customers, coupled with the decline in net sales.
Selling and marketing expenses were 9.3% of net sales in fiscal 2007 compared with 8.4% in fiscal 2006. The increased cost as a percent of sales in fiscal 2007 was due primarily to a relatively fixed sales overhead cost compared with a reduced sales level, as well as the inception of recording stock compensation costs of 0.2% of net sales.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
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GENERAL & ADMINISTRATIVE EXPENSES
General and administrative expenses for fiscal 2008 were reduced by $8.5 million from fiscal 2007 levels, and represented 4.5% of net sales, as compared with 4.7% of net sales for fiscal 2007. The decrease in fiscal 2008 was due primarily to lower costs associated with the Companys pay-for-performance employee incentive plans, offset somewhat by increased bad debt costs of $0.7 million. As of April 30, 2008, the Company had receivables from customers with a higher perceived level of risk aggregating $2.6 million, of which $1.3 million had been reserved for potential uncollectibilty.
General and administrative expenses in fiscal year 2007 were 4.7% of net sales compared with 3.1% of net sales in fiscal 2006. The increase in fiscal 2007 was due primarily to higher costs associated with the Companys pay-for-performance employee incentive plans, share-based compensation costs aggregating 0.6% of net sales, and 0.1% of net sales for increased bad debt costs.
EFFECTIVE INCOME TAX RATES
The Companys combined federal and state effective income tax rate declined to 24.9% in fiscal 2008 from 36.4% in fiscal 2007, due to the increased impact of favorable permanent tax differences for tax-exempt interest, general business credits, and the domestic production deduction, which more than offset the increased impact of state income taxes and meals and entertainment in a year of reduced net income.
The Companys combined federal and state effective income tax rate declined to 36.4% in fiscal 2007 from 38.2% in fiscal 2006, due primarily to the enhanced level of tax-exempt income earned by the Company.
OUTLOOK FOR FISCAL 2009
The Company follows several indices, including housing starts, existing home sales, mortgage interest rates, new jobs growth, GDP growth, and consumer confidence that it believes are leading indicators of overall demand for kitchen and bath cabinetry. These indicators collectively suggest to the Company that although the long-term economic outlook for housing is positive, the near-term outlook is challenging.
As we commence fiscal year 2009, two of the key remodeling and new construction market indicators started the new fiscal year at lower levels than they averaged during fiscal year 2008:
|
Annualized sales of existing homes averaged 4.9 million homes, down 7% below their average for fiscal 2008, and |
|
Annualized construction starts of single-family homes averaged 715,000, down 20% below their average for fiscal 2008. |
The Company expects that the market will remain at similar levels of activity during its fiscal year 2009. The Company expects that it will benefit from market share gains it has already achieved, and continue to gain market share during fiscal 2009. The Company expects that material costs will be relatively stable in fiscal 2009 while fuel costs will continue to increase; should these costs rise significantly, it would adversely affect the Companys near-term operating performance. The Company has experienced an inflationary environment with respect to certain commodity prices and petroleum-based products during the past three fiscal years. While the Company believes that it is more efficient as compared to the industry in the use of materials, a rise in raw material costs could negatively impact profitability during fiscal 2009.
The Company could be negatively impacted by reduced market demand as the result of lower overall remodeling or new construction activity. While the Company expects to perform better than the industry on average during a downturn in demand, the combined effects of lower sales and increased costs due to underutilized capacity could result in decreased profitability in fiscal 2009 versus fiscal 2008.
Additional risks and uncertainties that could affect the Companys results of operations and financial condition are discussed elsewhere in this report, including under Forward-Looking Statements, and in the Companys annual report on Form 10-K filed with the SEC, under Market Risks.
16 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
LIQUIDITY AND CAPITAL RESOURCES
The statements of cash flows reflect the changes in cash and cash equivalents for the years ended April 30, 2008, 2007, and 2006, by classifying transactions into three major categories: operating, investing, and financing activities.
OPERATING ACTIVITIES
The Companys main source of liquidity is cash generated from operating activities consisting of net earnings adjusted for non-cash operating items, primarily depreciation, amortization and stock-based compensation, and changes in operating assets and liabilities such as receivables, inventories, and payables. Primarily because of the non-cash operating expenses that are included in net income, the Companys cash provided by operating activities has historically been considerably more than its net income. During fiscal year 2008, the Companys net cash provided by operating activities was $47.6 million, as compared with net income of $4.3 million. Of the $43.3 million difference between these two amounts, $40.5 million related to non-cash depreciation and amortization and stock-based compensation expenses.
Cash provided by operating activities in fiscal 2008 was $47.6 million, compared with $86.5 million in fiscal 2007. The $38.9 million reduction in cash provided from operations compared with the prior year was primarily attributable to the $28.3 million reduction of net income. The remaining $10.6 million reduction in cash provided from operating activities was primarily driven by less favorable contributions from changes in receivables and inventory, offset somewhat by less unfavorable changes in accounts payable, accrued and prepaid expenses, and a decrease in deferred income taxes, as the Companys working capital investment had been reduced significantly in fiscal 2007 due to the low-margin products transition.
The Companys operating cash flows in fiscal 2007 were higher than in prior year by $19.9 million, primarily attributable to the initial recording of $6.3 million of stock compensation expense, and reductions in the amount of receivables and inventory levels compared with prior year of $22.0 million and $15.5 million, respectively, that were driven by the Companys exit from selling low-margin products and the resulting sales decline. Offsetting these improvements were reductions relating to reduced payables and accrual balances of $17.2 million and an increase in prepaid expenses of $2.5 million compared with the prior year. The reduction in the Companys payables balances related to carrying lower levels of inventory, while the increase in prepaid expenses reflected prepaid taxes.
INVESTING ACTIVITIES
The Companys primary investing activities are capital expenditures and investments in promotional displays. Net cash used by investing activities in fiscal 2008 was $19.0 million, compared with $28.1 million in fiscal 2007 and $26.6 million in fiscal 2006. Additions to property, plant, and equipment for fiscal 2008 were $8.3 million, compared with $14.7 million in fiscal 2007 and $13.2 million in fiscal 2006. Additions to property, plant, and equipment made in fiscal 2007 and fiscal 2006 were primarily for the re-layout and expansion of one of the Companys manufacturing facilities in each year. During fiscal 2008, spending was limited primarily to capital expenditures for equipment replacements. The Companys investment in promotional displays in fiscal 2008 was $10.8 million, down 20% below the $13.5 million in fiscal 2007 and $13.4 million in fiscal 2006, driven by reduced store re-merchandising activities by the Companys remodeling customers.
The Company completed its transition out of selling certain low-margin products during fiscal 2007. This action, combined with lower production volumes due to the impact of difficult market conditions, has caused the Company to determine that its manufacturing capacity needs may be adequately served by its existing plants for several years. Accordingly, the Companys investment in capital expenditures has been reduced significantly and is expected to remain at comparable levels until market conditions warrant a change. The Company has deployed the cash proceeds generated by its operating activities during fiscal years 2006, 2007, and 2008 by returning this cash to its shareholders, in the form of increased stock repurchases and cash dividends. During the three-year period ended April 30, 2008, the Company generated a total of $126.9 million of free cash flow (defined as the net of cash provided by operations of $200.7 million, less cash used in investing activities of $73.8 million), of which 89%, or $113.0 million, was returned to its shareholders in the form of stock repurchases and dividends. Accordingly, financing activities has become a significant use of cash in fiscal years 2006, 2007, and 2008.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
17 |
FINANCING ACTIVITIES
Net cash used by financing activities in fiscal 2008 was $29.8 million, down compared with the $48.2 million of cash used in fiscal 2007. The net use of cash in fiscal 2008 related primarily to the Companys repurchase of $24.8 million of its common stock and the payment of $4.8 million of dividends to shareholders. During fiscal 2007 and fiscal 2006, the Company repurchased $62.9 million and $15.3 million of stock, respectively, paid $3.3 million and $2.0 million of dividends, and made net repayments of debt of $1.5 million in fiscal 2007 and $1.0 million in fiscal 2006, offset by net proceeds related to the exercises of stock options of $19.5 million and $1.8 million, respectively.
Under the Companys stock repurchase plans approved by its Board of Directors in November 2006 and August 2007, the Company repurchased $24.8 million of its common stock during fiscal 2008. These purchases exhausted the November 2006 repurchase authorization. The August 2007 authorization allows the Company to repurchase its common stock from time to time, when management believes the market price presents an attractive return on investment for its shareholders. At April 30, 2008, approximately $95.7 million remained authorized by the Companys Board of Directors to repurchase shares of the Companys common stock under the August 2007 authorization. The Company has authorized a total of $220 million of stock repurchases since the inception of the program in 2001.
Cash flow from operations combined with accumulated cash on hand and available borrowing capacity on the Companys $40 million line of credit, which was increased by $5 million during fiscal 2008, is expected to be more than sufficient to meet forecasted working capital requirements, service existing debt obligations, and fund capital expenditures for fiscal 2009.
The timing of the Companys contractual obligations as of April 30, 2008 is summarized in the table below.
FISCAL YEARS ENDED APRIL 30 | |||||||||||||||
(in thousands) |
TOTAL
AMOUNTS |
2009 | 20102011 | 20122013 |
2014 AND
THEREAFTER |
||||||||||
Term credit facility |
$ | 10,000 | $ | | $ | | $ | 10,000 | $ | | |||||
Economic development loans |
2,234 | | | | 2,234 | ||||||||||
Term loans |
5,495 | 381 | 756 | 828 | 3,530 | ||||||||||
Capital lease obligations |
9,178 | 483 | 996 | 1,035 | 6,664 | ||||||||||
Interest on long-term debt (a) |
4,609 | 730 | 1,396 | 1,174 | 1,309 | ||||||||||
Operating lease obligations |
20,066 | 4,400 | 6,528 | 3,558 | 5,580 | ||||||||||
Pension contributions (b) |
31,433 | 6,560 | 12,164 | 12,709 | | ||||||||||
Total |
$ | 83,015 | $ | 12,554 | $ | 21,840 | $ | 29,304 | $ | 19,317 | |||||
(a) | Interest commitments under interest bearing debt consists of interest under the Companys primary loan agreement and other term loans and capitalized lease agreements. The Companys term credit facility includes a $10 million term note that bears a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus a spread of .50%. Interest under other term loans and capitalized lease agreements is fixed at rates between 2% and 6%. Interest commitments under interest bearing debt for the Companys term credit facility is at LIBOR plus the spread as of April 30, 2008, throughout the remaining term of the agreement. |
(b) | The estimated cost of the Companys two defined benefit pension plans are determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond 2013 have not been determined at this time. |
18 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
MARKET RISKS
The Companys business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.
The costs of the Companys products are subject to inflationary pressures and commodity price fluctuations. Inflationary pressures have been relatively mild over the past five years except in certain raw material markets. Commodity price pressures have been experienced in the raw material market during the recent period. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.
As discussed in the overview section, the present U.S. housing market conditions rank among the worst in 35 years. Consequently, unless the Company is able to gain sufficient market share to offset these difficult conditions, sales and net income could be reduced.
On April 30, 2008, the Company had no material exposure to changes in interest rates for its debt agreements. All significant borrowings of the Company carry a fixed interest rate between 2% and 6%.
The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity price or interest rate risks.
OFF-BALANCE SHEET ARRANGEMENTS
As of April 30, 2008 and 2007, there were no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
Management has chosen accounting policies that are necessary to give reasonable assurance that the Companys operational and financial position are accurately and fairly reported. The significant accounting policies of the Company are disclosed in Note A to the Consolidated Financial Statements. The following discussion addresses the accounting policies that management believes have the greatest potential impact on the presentation of the financial condition of the Company for the periods being reported and that require the most judgment.
Management has reviewed these critical accounting policies and estimates with the Audit Committee of the Board of Directors.
REVENUE RECOGNITION. The Company utilizes signed sales agreements that provide for transfer of title to the customer upon delivery. The Companys network of third-party carriers does not currently have the technology to provide detailed information regarding the delivery date for all orders. As a result, the Company must estimate the amount of sales that have been transferred to third-party carriers but not delivered to customers. The estimate is calculated using a lag factor determined by analyzing the actual difference between shipment date and delivery date of orders over the past 12 months. Revenue is only recognized on those shipments which the Company believes have been delivered to the customer. Due to the nature of the Companys business, the impact from this estimate is limited to fiscal quarters as any shipments deemed to be in transit at the end of a reporting period are delivered to the customer within the first two weeks of the next period. Management believes that likely changes in the estimate are immaterial to the overall results of the fiscal year.
The Company recognizes revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under current U.S. generally accepted accounting principles. Collection is reasonably assured as determined through an analysis of accounts receivable data, including historical product returns and the evaluation of each customers ability to pay. Allowances for sales returns are based on the historical relationship between shipments and returns. The Company believes that historical experience is an accurate reflection of future returns.
SELF INSURANCE. The Company is self-insured for certain costs related to employee medical coverage and workers compensation liability. The Company maintains stop-loss coverage with third-party insurers to limit total exposure. The Company establishes a liability at the balance sheet date based on estimates for a variety of factors that influence the Companys ultimate cost. In the event that actual experience is substantially different from the estimates, the financial results for the period could be impacted. The Company believes that the methodologies used to estimate all factors related to employee medical coverage and workers compensation are an accurate reflection of the liability as of the date of the balance sheet.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
19 |
PENSIONS. The Company has two non-contributory defined pension benefit plans covering substantially all of the Companys employees.
The Company accounts for its defined benefit plans in accordance with the provisions of Statement of Financial Accounting Standards SFAS 87, Employers Accounting for Pensions, Statement of Financial Accounting Standards SFAS 132 (revised), Employers Disclosures about Pensions and Other Postretirement Benefits, and SFAS 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106, and 132 (R). The estimated cost, benefits, and pension obligation of the non-contributory defined benefit pension plans are determined using various assumptions. The most significant assumptions are the long-term expected rate of return on plan assets, the discount rate used to determine the present value of the pension obligations, and the future rate of compensation level increases for fiscal 2008. The Company determined the discount rate by referencing the AON Yield Curve. The Company believes that using a yield curve approach more accurately reflects changes in the present value of liabilities over time since each cash flow is discounted at the rate at which it could effectively be settled. In prior years, the Company referred to Moodys Aa bond rate in establishing the discount rate. The long-term expected rate of return on plan assets reflects the current mix of the plan assets invested in equities and bonds. The future rate of compensation levels reflects expected salary trends.
The following is a summary of the potential impact of a hypothetical 1% change in actuarial assumptions for the discount rate, rate of compensation, expected return on plan assets, and consumer price index.
(in millions) |
IMPACT OF 1%
INCREASE |
IMPACT OF 1%
DECREASE |
|||||
(decrease) increase | |||||||
Effect on annual pension expense |
$ | (2.1 | ) | $ | 2.4 | ||
Effect on projected pension benefit obligation |
$ | (9.2 | ) | $ | 11.3 |
Pension expense for fiscal year 2008 and the assumptions used in that calculation are presented in Note H of the Consolidated Financial Statements. At April 30, 2008, the discount rate was 6.68% compared to 5.76% at April 30, 2007. The expected return on plan assets is 8.0%, which is consistent with fiscal year 2007. The assumed rate of increase in compensation levels is 4.0% for the year ended April 30, 2008, unchanged from the prior fiscal year.
The performance of the Companys pension plans is largely dependent on the assumptions used to measure the obligations of the plans and to estimate future performance of the plans invested assets. Over the past two measurement periods, the only material deviation between results based on assumptions and the actual plan performance has been as a result of the changes to the discount rate used to measure the plans benefit obligations. Under accounting guidelines, the discount rate is to be set to market at each annual measurement date. From the fiscal 2006 to fiscal 2007 measurement dates, the discount rate decreased from 6.10% to 5.76%, which resulted in an actuarial loss of $5.4 million. From the fiscal 2007 to fiscal 2008 measurement dates, the discount rate increased from 5.76% to 6.68%, which resulted in an actuarial gain of $12.6 million.
The Company strives to balance expected long-term returns and short-term volatility of pension plan assets. Favorable and unfavorable differences between the assumed and actual returns on plan assets are generally amortized over a period no longer than the average future working lifetime of the active participants. The actual rates of return on plan assets realized, net of investment manager fees were 1.5%, 10%, and 10% for fiscal years 2008, 2007, and 2006, respectively.
The fair value of plan assets at April 30, 2008 was $77.6 million compared to $70.9 million at April 30, 2007. The Companys projected benefit obligation exceeded plan assets by $3.3 million in fiscal 2008 and $14.0 million in fiscal 2007. The Companys $10.7 million reduction in its net under-funded position during 2008 was driven primarily by the Companys $12.6 million actuarial gains due to the increase in discount rate, offset mainly by a lower return on plan assets than expected. The Company expects its pension expense for fiscal year 2008 to decrease from $6.0 million in fiscal 2008 to $4.1 million in fiscal 2009, due primarily to the increase in the discount rate. The Company made contributions of $7.6 million to its pension plans in fiscal 2008 and expects to contribute $6.6 million to its pension plans in fiscal 2009.
20 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
PROMOTIONAL DISPLAYS. The Company invests in promotional displays in retail stores to demonstrate product features, product specifications, quality specifications and serve as a training tool for designers. The investment is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over the estimated period of economic benefit, approximately 30 months. The Company believes that the estimated period of economic benefit provides an accurate reflection of the value of displays as of the date of the balance sheet based on historical experience.
PRODUCT WARRANTY. The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the Companys remaining obligation based on anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within three months of the original shipment date.
STOCK-BASED COMPENSATION EXPENSE. The calculation of stock-based compensation expense involves estimates that require managements judgment. These estimates include the fair value of each of the stock option awards granted, which is estimated on the date of grant using a Black-Scholes option pricing model. There are two significant inputs into the Black-Scholes option pricing model: expected volatility and expected term. The Company estimates expected volatility based on the historical volatility of the Companys stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience under the Companys stock option plans and represents the period of time that stock option awards granted are expected to be outstanding. The assumptions used in calculating the fair value of share-based payment awards represent managements best estimates, but these estimates involve inherent uncertainties and the application of significant management judgment. As a result, if factors change and the Company uses different assumptions, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate, and only recognize expense for those shares expected to vest. If the Companys actual forfeiture rate is materially different from its estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. See Note G to the Consolidated Financial Statements for further discussion on stock-based compensation.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the Emerging Issues Task Force reached a consensus on Issue No. 06-03 (EITF 06-03), How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That is, Gross versus Net Presentation). The consensus allows an entity to choose between two acceptable alternatives based on their accounting policies for transactions in which the entity collects taxes on behalf of a governmental authority, such as sales taxes. Under the gross method, taxes collected are accounted for as a component of sales revenue with an offsetting expense. Conversely, the net method allows a reduction to sales revenue. Entities should disclose the method selected pursuant to APB No. 22, Disclosure of Accounting Policies. If such taxes are reported gross and are significant, entities should disclose the amount of those taxes. The guidance should be applied to financial reports through retrospective application for all periods presented, if amounts are significant, for interim and annual reporting beginning May 1, 2007. The Company has historically used the net method and the adoption of EITF 06-03 had no impact on the Companys consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes a common definition for fair value to be applied to GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
21 |
measurements. SFAS 157 was effective for fiscal years beginning after November 15, 2007. The FASB, on February 12, 2008, issued FASB Staff Position (FSP) FAS 157-2. This FSP permits a delay in the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, for non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On February 14, 2008, the FASB issued FSP FAS 157-1 to exclude SFAS 13, Accounting for Leases, and its related interpretive accounting pronouncements from the scope of SFAS 157. The Company is currently evaluating the expected impact of the provisions of SFAS 157 on its results of operations and its financial position.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Options for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to expand the use of fair value measurements in accounting for financial instruments. SFAS 159 was adopted May 1, 2008. There is currently no impact of the provisions of SFAS 159 on the Companys results of operations or its financial position.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) (SFAS 141R), Business Combinations, and No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS 141R requires the acquiring entity in a business combination to recognize the assets acquired and liabilities assumed. Further, SFAS 141R also changes the accounting for acquired in-process research and development assets, contingent consideration, partial acquisitions and transaction costs. Under SFAS 160, all entities are required to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. In addition, transactions between an entity and noncontrolling interests will be treated as equity transactions. SFAS 141R and SFAS 160 will become effective for fiscal years beginning after December 15, 2008.
LEGAL MATTERS
The Company is involved in suits and claims in the normal course of business, including product liability and general liability claims, in addition to claims pending before the EEOC. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by Statement of Financial Accounting Standards No. 5 (SFAS 5), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable (i.e., more likely than not), those that are reasonably possible, and those that are deemed to be remote. The Company accounts for these loss contingencies in accordance with SFAS 5. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined. Where no loss estimate range can be made, the Company and its counsel perform a worst-case estimate. In determining these loss range estimates, the Company considers known values of similar claims and consultation with its independent counsel.
The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible were not material.
DIVIDENDS DECLARED
On May 22, 2008, the Board of Directors approved a $.09 per share cash dividend on its common stock. The cash dividend was paid on June 20, 2008, to shareholders of record on June 6, 2008.
22 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
CONSOLIDATED BALANCE SHEETS
APRIL 30 | ||||||||
(in thousands, except share and per share data) |
2008 | 2007 | ||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 56,932 | $ | 58,125 | ||||
Customer receivables, net |
27,744 | 38,074 | ||||||
Inventories |
46,981 | 56,349 | ||||||
Prepaid expenses and other |
3,006 | 3,174 | ||||||
Deferred income taxes |
8,725 | 8,086 | ||||||
Total Current Assets |
143,388 | 163,808 | ||||||
Property, plant and equipment, net |
150,840 | 166,821 | ||||||
Promotional displays, net |
15,506 | 17,515 | ||||||
Prepaid pension asset |
2,632 | | ||||||
Other assets |
2,433 | 551 | ||||||
$ | 314,799 | $ | 348,695 | |||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 19,708 | $ | 25,604 | ||||
Current maturities of long-term debt |
864 | 854 | ||||||
Accrued compensation and related expenses |
21,151 | 24,796 | ||||||
Accrued marketing expenses |
5,401 | 7,611 | ||||||
Other accrued expenses |
8,910 | 9,195 | ||||||
Total Current Liabilities |
56,034 | 68,060 | ||||||
Long-term debt, less current maturities |
26,043 | 26,908 | ||||||
Deferred income taxes |
8,071 | 9,487 | ||||||
Defined benefit pension and postretirement benefits liabilities |
6,617 | 14,826 | ||||||
Other long-term liabilities |
3,400 | 3,317 | ||||||
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, 2008: 14,150,290; at April 30, 2007: 14,919,939 |
76,409 | 72,350 | ||||||
Retained earnings |
146,288 | 167,506 | ||||||
Accumulated other comprehensive loss |
||||||||
Defined benefit pension and postretirement plans |
(8,063 | ) | (13,759 | ) | ||||
Total Shareholders Equity |
214,634 | 226,097 | ||||||
$ | 314,799 | $ | 348,695 | |||||
See notes to consolidated financial statements.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
23 |
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED APRIL 30 | ||||||||||||
(in thousands, except share and per share data) |
2008 | 2007 | 2006 | |||||||||
Net sales |
$ | 602,426 | $ | 760,925 | $ | 837,671 | ||||||
Cost of sales and distribution |
499,299 | 605,106 | 687,978 | |||||||||
Gross Profit |
103,127 | 155,819 | 149,693 | |||||||||
Selling and marketing expenses |
71,875 | 71,009 | 70,361 | |||||||||
General and administrative expenses |
26,870 | 35,402 | 25,913 | |||||||||
Operating Income |
4,382 | 49,408 | 53,419 | |||||||||
Interest expense |
805 | 910 | 1,018 | |||||||||
Other income |
(2,108 | ) | (2,680 | ) | (1,300 | ) | ||||||
Income Before Income Taxes |
5,685 | 51,178 | 53,701 | |||||||||
Income tax expense |
1,414 | 18,617 | 20,491 | |||||||||
Net Income |
$ | 4,271 | $ | 32,561 | $ | 33,210 | ||||||
SHARE INFORMATION |
||||||||||||
Earnings per share |
||||||||||||
Basic |
$ | .30 | $ | 2.08 | $ | 2.04 | ||||||
Diluted |
.29 | 2.04 | 2.00 | |||||||||
Cash dividends per share |
.33 | .21 | .12 |
See notes to consolidated financial statements.
24 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
COMMON STOCK |
RETAINED
EARNINGS |
ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS) |
TOTAL
SHAREHOLDERS EQUITY |
||||||||||||||||
(in thousands, except share and per share data) |
SHARES | AMOUNT | |||||||||||||||||
Balance, May 1, 2005 |
16,397,520 | $ | 51,189 | $ | 176,303 | $ | (12,301 | ) | $ | 215,191 | |||||||||
Comprehensive Income: |
|||||||||||||||||||
Net income |
33,210 | 33,210 | |||||||||||||||||
Other comprehensive income, net of tax: |
|||||||||||||||||||
Change in derivative financial instrument |
119 | 119 | |||||||||||||||||
Minimum pension liability |
6,577 | 6,577 | |||||||||||||||||
Total Comprehensive Income |
39,906 | ||||||||||||||||||
Cash dividends |
(1,959 | ) | (1,959 | ) | |||||||||||||||
Exercise of stock options |
94,100 | 2,430 | 2,430 | ||||||||||||||||
Stock repurchases |
(581,400 | ) | (1,908 | ) | (13,483 | ) | (15,391 | ) | |||||||||||
Employee benefit plan contributions |
48,276 | 1,484 | 1,484 | ||||||||||||||||
Balance, April 30, 2006 |
15,958,496 | $ | 53,195 | $ | 194,071 | $ | (5,605 | ) | $ | 241,661 | |||||||||
Comprehensive Income: |
|||||||||||||||||||
Net income |
32,561 | 32,561 | |||||||||||||||||
Other comprehensive income, net of tax: |
|||||||||||||||||||
Change in derivative financial instrument |
4 | 4 | |||||||||||||||||
Minimum pension liability |
(773 | ) | (773 | ) | |||||||||||||||
Total Comprehensive Income |
31,792 | ||||||||||||||||||
Effect of SFAS 158 adoption |
(7,385 | ) | (7,385 | ) | |||||||||||||||
Stock-based compensation |
6,287 | 6,287 | |||||||||||||||||
Cash dividends |
(3,297 | ) | (3,297 | ) | |||||||||||||||
Exercise of stock options |
682,538 | 17,780 | 17,780 | ||||||||||||||||
Stock repurchases |
(1,782,222 | ) | (7,077 | ) | (55,829 | ) | (62,906 | ) | |||||||||||
Employee benefit plan contributions |
61,127 | 2,165 | 2,165 | ||||||||||||||||
Balance, April 30, 2007 |
14,919,939 | $ | 72,350 | $ | 167,506 | $ | (13,759 | ) | $ | 226,097 | |||||||||
Comprehensive Income: |
|||||||||||||||||||
Net income |
4,271 | 4,271 | |||||||||||||||||
Other comprehensive income, net of tax: |
|||||||||||||||||||
Pension and postretirement benefits |
5,696 | 5,696 | |||||||||||||||||
Total Comprehensive Income |
9,967 | ||||||||||||||||||
Stock-based compensation |
5,277 | 5,277 | |||||||||||||||||
Cash dividends |
(4,771 | ) | (4,771 | ) | |||||||||||||||
Exercise of stock options |
44,716 | 1,024 | 1,024 | ||||||||||||||||
Stock repurchases |
(888,846 | ) | (3,990 | ) | (20,718 | ) | (24,708 | ) | |||||||||||
Employee benefit plan contributions |
74,481 | 1,748 | 1,748 | ||||||||||||||||
Balance, April 30, 2008 |
14,150,290 | $ | 76,409 | $ | 146,288 | $ | (8,063 | ) | $ | 214,634 | |||||||||
See notes to consolidated financial statements.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
25 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30 | ||||||||||||
(in thousands) |
2008 | 2007 | 2006 | |||||||||
OPERATING ACTIVITIES |
||||||||||||
Net income |
$ | 4,271 | $ | 32,561 | $ | 33,210 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation and amortization |
35,204 | 35,909 | 37,012 | |||||||||
Net loss on disposal of property, plant and equipment |
517 | 178 | 66 | |||||||||
Stock-based compensation expense |
5,277 | 6,287 | | |||||||||
Deferred income taxes |
(5,631 | ) | 1,225 | (1,352 | ) | |||||||
Excess tax deficit/(benefit) on stock option exercises |
492 | (1,718 | ) | | ||||||||
Tax benefit from stock options exercised |
| | 491 | |||||||||
Other non-cash items |
1,184 | 309 | 2,887 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Customer receivables |
9,449 | 18,636 | (3,335 | ) | ||||||||
Inventories |
7,961 | 11,572 | (3,963 | ) | ||||||||
Prepaid expenses and other assets |
(414 | ) | (1,096 | ) | 1,410 | |||||||
Accounts payable |
(5,896 | ) | (8,725 | ) | (1,423 | ) | ||||||
Accrued compensation, marketing, and other accrued expenses |
(3,894 | ) | (7,029 | ) | 2,886 | |||||||
Other |
(881 | ) | (1,630 | ) | (1,260 | ) | ||||||
Net Cash Provided by Operating Activities |
47,639 | 86,479 | 66,629 | |||||||||
INVESTING ACTIVITIES |
||||||||||||
Payments to acquire property, plant and equipment |
(8,252 | ) | (14,681 | ) | (13,243 | ) | ||||||
Proceeds from sales of property, plant and equipment |
6 | 7 | 3 | |||||||||
Investment in promotional displays |
(10,784 | ) | (13,472 | ) | (13,383 | ) | ||||||
Net Cash Used in Investing Activities |
(19,030 | ) | (28,146 | ) | (26,623 | ) | ||||||
FINANCING ACTIVITIES |
||||||||||||
Payments of long-term debt |
(855 | ) | (1,456 | ) | (3,296 | ) | ||||||
Excess tax deficit/(benefit) on stock option exercises |
(492 | ) | 1,718 | | ||||||||
Proceeds from long-term debt |
| | 2,250 | |||||||||
Proceeds from issuance of common stock and other |
1,099 | 17,769 | 1,815 | |||||||||
Repurchase of common stock |
(24,783 | ) | (62,897 | ) | (15,267 | ) | ||||||
Payment of dividends |
(4,771 | ) | (3,297 | ) | (1,959 | ) | ||||||
Net Cash Used in Financing Activities |
(29,802 | ) | (48,163 | ) | (16,457 | ) | ||||||
Net Increase/(Decrease) in Cash and Cash Equivalents |
(1,193 | ) | 10,170 | 23,549 | ||||||||
Cash and Cash Equivalents, Beginning of Year |
58,125 | 47,955 | 24,406 | |||||||||
Cash and Cash Equivalents, End of Year |
$ | 56,932 | $ | 58,125 | $ | 47,955 | ||||||
See notes to consolidated financial statements.
26 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
notes to consolidated financial statements
NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Companys products are sold across the United States through a network of independent distributors and directly to home centers and major builders.
The following is a description of the Companys significant accounting policies:
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Significant inter-company accounts and transactions have been eliminated in consolidation.
In fiscal 2008, the Company changed its presentation on the consolidated statements of cash flows of tax benefits from the exercise of stock options vested prior to the adoption of Statement on Financial Accounting Standards (SFAS) No. 123(R), Shared-Based Payment. Net cash provided by operating activities and net cash used in financing activities has been decreased by $4.5 million in the accompanying consolidated statements of cash flows for the year ended April 30, 2007. The Company changed the fiscal 2007 presentation to conform to fiscal 2008.
REVENUE RECOGNITION: The Company recognizes revenue when product is delivered to the customer and title has passed. Revenue is based on invoice price less allowances for sales returns, cash discounts, and other deductions.
COST OF SALES AND DISTRIBUTION: The cost of sales and distribution includes all costs associated with the manufacture and distribution of the Companys products including the costs of shipping and handling.
ADVERTISING COSTS: Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2008, 2007, and 2006 were $17.5 million, $15.5 million, and $15.9 million, respectively.
CASH AND CASH EQUIVALENTS: Cash in excess of operating requirements is invested in money market accounts which are carried at cost (which approximates fair value). The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents were $55.8 million and $56.6 million at April 30, 2008 and 2007, respectively.
INVENTORIES: Inventories are stated at lower of cost or market. Inventory costs are determined by the last-in, first-out (LIFO) method.
The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the first-in, first-out method (FIFO). FIFO inventory cost approximates replacement cost.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is stated on the basis of cost less accumulated depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from 15 to 30 years for buildings and improvements and 3 to 10 years for machinery and equipment. Assets under capital leases are amortized over the shorter of their estimated useful lives or the term of the related lease.
IMPAIRMENT OF LONG-LIVED ASSETS: The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During fiscal 2008, 2007, and 2006, the Company concluded no impairment existed.
PROMOTIONAL DISPLAYS: The Company invests in promotional displays in retail stores to demonstrate product features, product specifications, and quality specifications and serve as a training tool for retail kitchen designers. The Company invests in these long-lived productive assets to provide the aforementioned benefits. The Companys investment in promotional displays is carried at cost less applicable amortization. Amortization is provided
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
27 |
by the straight-line method on an individual display basis over 30 months (the estimated period of benefit). Promotional display amortization expense for fiscal years 2008, 2007, and 2006 was $12.8 million, $12.7 million, and $13.4 million, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS: The carrying amounts of the Companys cash and cash equivalents, customer receivables, accounts payable, and long-term debt approximate fair value.
INCOME TAXES: The Company accounts for deferred income taxes utilizing the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statement amounts and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which these items are expected to reverse. When appropriate, the Company evaluates the need for a valuation allowance to reduce deferred tax assets.
PENSIONS AND POSTRETIREMENT BENEFITS: The Company has two non-contributory defined benefit pension plans covering substantially all of the Companys employees. The Company also has a postretirement benefit plan covering a small number of retirees who retired prior to May 1, 1991. Effective April 30, 2007, the Company adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). SFAS 158 requires the Company to recognize in its consolidated balance sheets the overfunded or underfunded status of its defined benefit pension plans and postretirement plan measured as the difference between the fair value of plan assets and the benefit obligation. The Company must also recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs, credits and transition costs that arise during the period. The adoption of SFAS 158 had no impact on years prior to fiscal 2007 and had no effect on the calculation of pension expense.
STOCK-BASED COMPENSATION: Effective May 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standard (SFAS) No. 123(R), Share-Based Payment (SFAS 123(R)) using the modified prospective transition method. Under this transition method, stock-based compensation expense recognized for share-based awards for the fiscal years ended April 30, 2008 and 2007 included: (a) compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of, May 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation expense for all stock-based compensation awards granted subsequent to April 30, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). In accordance with the modified prospective transition method, results for prior periods were not restated. Prior to the adoption of SFAS 123(R), the Company recognized stock-based compensation expense in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.
The following table illustrates the pro forma effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS 123, as amended by SFAS 148, Accounting for Stock-Based Compensation Transition and Disclosure, to all stock-based employee compensation for the fiscal year ended April 30, 2006:
Net income, as reported |
$ | 33,210 | ||
Deduct: |
||||
Total share-based employee compensation expense determined under the fair value method, net of taxes |
(3,399 | ) | ||
Net income, pro forma |
$ | 29,811 | ||
Net income per common share: |
||||
Basic as reported |
$ | 2.04 | ||
Basic pro forma |
$ | 1.83 | ||
Diluted as reported |
$ | 2.00 | ||
Diluted pro forma |
$ | 1.80 |
RECENT ACCOUNTING PRONOUNCEMENTS: In June 2006, the Emerging Issues Task Force reached a consensus on Issue No. 06-03 (EITF 06-03), How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That is, Gross versus Net Presentation). The consensus allows an entity to choose between two acceptable alternatives based on their accounting policies for transactions in which the entity collects taxes on behalf of a governmental authority, such as sales taxes. Under the gross method, taxes collected are accounted for as a component of sales revenue with an offsetting expense. Conversely, the net method allows a reduction to sales revenue. Entities
28 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
should disclose the method selected pursuant to APB No. 22, Disclosure of Accounting Policies. If such taxes are reported gross and are significant, entities should disclose the amount of those taxes. The guidance should be applied to financial statements through retrospective application for all periods presented, if amounts are significant, for interim and annual reporting beginning May 1, 2007. The Company has historically used the net method and the adoption of EITF 06-03 had no impact on the Companys consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes a common definition for fair value to be applied to GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. SFAS 157 was effective for fiscal years beginning after November 15, 2007. The FASB, on February 12, 2008, issued FASB Staff Position (FSP) FAS 157-2. This FSP permits a delay in the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On February 14, 2008, the FASB issued FSP FAS 157-1 to exclude SFAS 13, Accounting for Leases, and its related interpretive accounting pronouncements from the scope of SFAS 157. The Company is currently evaluating the expected impact of the provisions of SFAS 157 on its results of operations and its financial position.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Options for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to expand the use of fair value measurements in accounting for financial instruments. The Company adopted SFAS 159 on May 1, 2008. The adoption of SFAS 159 had no impact upon the Companys results of operations or its financial position.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007) (SFAS 141R), Business Combinations, and No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS 141R requires the acquiring entity in a business combination to recognize the assets acquired and liabilities assumed. Further, SFAS 141R also changes the accounting for acquired in-process research and development assets, contingent consideration, partial acquisitions and transaction costs. Under SFAS 160, all entities are required to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. In addition, transactions between an entity and noncontrolling interests will be treated as equity transactions. SFAS 141R and SFAS 160 will become effective for fiscal years beginning after December 15, 2008.
USE OF ESTIMATES:
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
NOTE BCUSTOMER RECEIVABLES
The components of customer receivables were:
APRIL 30 | ||||||||
(in thousands) |
2008 | 2007 | ||||||
Gross customer receivables |
$ | 32,336 | $ | 43,262 | ||||
Less: |
||||||||
Allowance for doubtful accounts |
(1,298 | ) | (1,511 | ) | ||||
Allowance for returns and discounts |
(3,294 | ) | (3,677 | ) | ||||
Net customer receivables |
$ | 27,744 | $ | 38,074 | ||||
NOTE CINVENTORIES
The components of inventories were:
APRIL 30 | ||||||||
(in thousands) |
2008 | 2007 | ||||||
Raw materials |
$ | 13,062 | $ | 16,615 | ||||
Work-in-process |
35,185 | 41,274 | ||||||
Finished goods |
11,440 | 12,020 | ||||||
Total FIFO inventories |
59,687 | 69,909 | ||||||
Reserve to adjust inventories to LIFO value |
(12,706 | ) | (13,560 | ) | ||||
Total LIFO inventories |
$ | 46,981 | $ | 56,349 | ||||
After tax earnings were impacted by $136,000 and $71,000 in fiscal year 2008 and 2007, respectively, as a result of liquidation of LIFO based inventories.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT 29 |
NOTE DPROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment were:
APRIL 30 | ||||||||
(in thousands) |
2008 | 2007 | ||||||
Land |
$ | 3,149 | $ | 3,440 | ||||
Buildings and improvements |
88,482 | 82,832 | ||||||
Buildings and improvementscapital leases |
20,356 | 20,356 | ||||||
Machinery and equipment |
183,524 | 179,646 | ||||||
Machinery and equipmentcapital leases |
29,773 | 29,749 | ||||||
Construction in progress |
4,162 | 10,171 | ||||||
329,446 | 326,194 | |||||||
Less accumulated amortization and depreciation |
(178,606 | ) | (159,373 | ) | ||||
Total |
$ | 150,840 | $ | 166,821 | ||||
Amortization and depreciation expense on property, plant and equipment amounted to $22.3 million, $23.1 million,
NOTE ELOANS PAYABLE AND LONG-TERM DEBT
Maturities of long-term debt are as follows:
FISCAL YEARS ENDING APRIL 30 | |||||||||||||||||||||
(in thousands) |
2009 | 2010 | 2011 | 2012 | 2013 |
2014 AND
THEREAFTER |
TOTAL
OUTSTANDING |
||||||||||||||
Term credit facility |
$ | | $ | | $ | | $ | | $ | 10,000 | $ | | $ | 10,000 | |||||||
Economic development loans |
| | | | | 2,234 | 2,234 | ||||||||||||||
Term loans |
381 | 366 | 390 | 415 | 413 | 3,530 | 5,495 | ||||||||||||||
Capital lease obligations |
483 | 493 | 503 | 512 | 523 | 6,664 | 9,178 | ||||||||||||||
Total |
$ | 864 | $ | 859 | $ | 893 | $ | 927 | $ | 10,936 | $ | 12,428 | $ | 26,907 | |||||||
Less current maturities |
$ | 864 | |||||||||||||||||||
Total long-term debt |
$ | 26,043 | |||||||||||||||||||
The Company amended and restated its primary credit facility during fiscal 2008. The amended and restated credit facility is unsecured and provides for a five-year, $40 million revolving line of credit and a $10 million, five-year term loan which expire on December 13, 2012. Borrowings under the credit facility bear interest at the London InterBank Offered Rate (LIBOR) (3.02% at April 30, 2008) plus a spread ranging from 0.50% to 1.25% at April 30, 2008 (0.50% at April 30, 2008), based on the ratio of Total Funded Indebtedness to earnings, before deduction of interest and taxes, plus depreciation, amortization and non-cash employee compensation (Consolidated EBITDA). Funded indebtedness is the total of senior debt, letter of credit obligations, stockholder debt, subordinated debt, the value of all capitalized and synthetic leases and funded indebtedness of other persons secured or guaranteed by the Company. The Company incurs a fee for amounts not used under the revolving credit facility. The non-usage fee is included in interest expense and was $56,235, $50,498, and $52,073 for 2008, 2007, and 2006, respectively, or 0.2% of the amount not borrowed. There were no amounts outstanding under the revolving credit facility at April 30, 2008 and 2007.
The interest rate on the five-year term loan was fixed at 6.0% through May 31, 2006, via an interest rate swap. The notional amount of the swap agreement was $10 million. Under the terms of the interest rate swap, the Company received variable interest rate payments based on LIBOR and made fixed interest rate payments of 6.0% thereby creating the equivalent of fixed rate debt. Interest paid on the swap agreement was $155,719 and $415,631 for the years ended April 30, 2007 and 2006, respectively. Net amounts received or paid under interest rate swap agreements were accrued as an adjustment to interest expense.
30 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
In 2005, the Company entered into two separate loan agreements that were amended in 2008 with the Maryland Economic Development Corporation and the County Commissioners of Allegany County as part of the Companys capital investment and operations at the Allegany County, Maryland site. These loan agreements and their balances at April 30, 2008 and 2007, were $1,484,000 and $750,000, respectively, and expire at December 31, 2016, bearing interest at a fixed rate of 3%. These loan agreements are secured by mortgages on the manufacturing facility constructed in Allegany County, Maryland. These loan agreements defer principal and interest during the term of the obligation and forgive any outstanding balance at December 31, 2016, if the Company complies with certain employment levels at the facility.
In 2002, the Company entered into a loan agreement with the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority (a.k.a. Coal-fields Regional Industrial Authority, Inc.) as part of the Companys capital investment and operations at the Hazard, Kentucky site. This debt facility is a $6 million term loan, which expires November 13, 2017, bearing interest at a fixed rate of 2%. It is secured by a mortgage on the manufacturing facility constructed in Hazard, Kentucky. The loan requires annual debt service payments consisting of principal and interest with a fixed balloon payment of $1.6 million at loan expiration. The outstanding amount as of April 30, 2008 and 2007 was $4,975,000 and $5,211,000, respectively.
In 2001, the Company entered into a loan agreement with the West Virginia Economic Development Authority as part of the Companys capital investment at the Moorefield, West Virginia site. This debt facility is a $1 million term loan which expires January 12, 2013, bearing interest at a fixed rate of 5.9%. It is secured by a Deed of Trust on the Moorefield, West Virginia site. The loan requires quarterly debt service of principal and interest. The balance outstanding at April 30, 2008 and 2007 was $520,000 and $665,000, respectively.
In 2004, the Company entered into a lease agreement with the West Virginia Economic Development Authority as part of the Companys capital investment and operations at the South Branch plant located in Hardy County, West Virginia. This capital lease agreement is a $10 million term obligation, which expires at July 1, 2024, bearing interest at a fixed rate of 2%. The outstanding amount as of April 30, 2008 and 2007 was $9,178,000 and $9,652,000, respectively.
Certain of the Companys loan agreements limit the amount and type of indebtedness the Company can incur and require the Company to maintain specified financial ratios measured on a quarterly basis. In addition to the assets previously discussed, certain of the Companys property, plant and equipment are pledged as collateral under term loan agreements and capital lease arrangements. The Company was in compliance with all covenants contained in its loan agreements at April 30, 2008.
Interest paid was $986,000, $1,026,000, and $1,064,000, during fiscal 2008, 2007, and 2006, respectively.
Interest capitalized was $219,000, $178,000, and $149,000, during fiscal 2008, 2007, and 2006, respectively.
NOTE FEARNINGS PER SHARE
The following table summarizes the computations of basic and diluted earnings per share:
FISCAL YEARS ENDED APRIL 30 | |||||||||
(in thousands, except per share amounts) |
2008 | 2007 | 2006 | ||||||
Numerator used in basic and diluted earnings per common share: |
|||||||||
Net income |
$ | 4,271 | $ | 32,561 | $ | 33,210 | |||
Denominator: |
|||||||||
Denominator for basic earnings per common shareweighted-average shares |
14,472 | 15,690 | 16,280 | ||||||
Effect of dilutive securities: |
|||||||||
Stock options |
68 | 286 | 306 | ||||||
Denominator for diluted earnings per common shareweighted-average shares and assumed conversions |
14,540 | 15,976 | 16,586 | ||||||
Net income per share |
|||||||||
Basic |
$ | 0.30 | $ | 2.08 | $ | 2.04 | |||
Diluted |
$ | 0.29 | $ | 2.04 | $ | 2.00 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
31 |
NOTE GSTOCK-BASED COMPENSATION
At April 30, 2008, the Company had stock-based compensation plans as described below. Total compensation expense related to stock-based awards granted under these plans for the fiscal years ended April 30, 2008 and 2007, was $5.3 million and $6.3 million, respectively. Effective May 1, 2006 and subsequent thereto, the Company recognizes stock-based compensation costs net of a forfeiture rate for only those shares expected to vest on a straight-line basis over the requisite service period of the award. The Company estimated the forfeiture rate for options granted during fiscal years 2008 and 2007 based on its historical experience.
The total income tax benefit recognized in the consolidated statement of operations for share-based awards for the fiscal years ended April 30, 2008 and 2007 in accordance with the provisions of SFAS 123(R) was $2,144,000 and $2,375,000, respectively. During the fiscal year ended April 30, 2006, in accordance with the provisions of APB 25, the total income tax benefit was $2,183,000.
STOCK OPTION PLANS
At April 30, 2008, the Company had stock option awards outstanding under five different plans: (1) 1999 stock option plan for employees, (2) 2004 stock incentive plan for employees, (3) 2000 stock option plan for non-employee directors, (4) 2005 stock option plan for non-employee directors, and (5) 2006 non-employee directors equity ownership plan. Stock options granted and outstanding under each of the plans vest evenly over a three-year period and have contractual terms ranging from four years to ten years. The exercise price of all stock options granted is equal to the fair market value of the Companys common stock on the option grant date. No new grants will be made under the 2000 and 2005 plans for non-employee directors. As of April 30, 2008, there were 1,612,930 shares of future stock options that remained available for issuance under the 1999 stock option plan for employees, the 2004 stock incentive plan for employees, and 2006 non-employee directors equity ownership plan.
METHODOLOGY ASSUMPTIONS
For purposes of valuing stock option grants, the Company has identified two employee groups and one non-employee director group, based upon observed option exercise patterns. The Company uses the Black-Scholes option-pricing model to value the Companys stock options for each of the three groups. Using this option-pricing model, the fair value of each stock option award is estimated on the date of grant. The fair value of the Companys stock option awards is expensed on a straight-line basis over the vesting period of the stock options. The expected volatility assumption is based on the historical volatility of the Companys stock over a term at least equal to the expected term of the option granted. The expected term of stock option awards granted is derived from the Companys historical exercise experience and represents the period of time that stock option awards granted are expected to be outstanding for each of the three identified groups. The expected term assumption incorporates the contractual term of an option grant, which is generally ten years for employees and from four years to ten years for non-employee directors, as well as the vesting period of an award. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted.
The weighted-average assumptions and valuation of the Companys stock options were as follows:
FISCAL YEARS ENDED APRIL 30 | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Weighted-average fair value of grants |
$ | 11.45 | $ | 14.48 | $ | 14.62 | ||||||
Expected volatility |
29.7 | % | 43.0 | % | 50.3 | % | ||||||
Expected term in years |
5.3 | 5.2 | 6.0 | |||||||||
Risk-free interest rate |
5.01 | % | 4.96 | % | 3.89 | % | ||||||
Expected dividend yield |
0.7 | % | 0.4 | % | 0.4 | % |
32 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
The following table summarizes stock option activity and related information under the stock option plans for the fiscal year ended April 30, 2006.
2006 | ||||
Outstanding at beginning of year |
1,796,171 | |||
Granted |
370,740 | |||
Exercised |
(94,100 | ) | ||
Expired or cancelled |
(38,600 | ) | ||
Outstanding at April 30 |
2,034,211 | |||
Exercisable at April 30 |
1,178,305 | |||
Weighted-average prices (in dollars): |
||||
Outstanding at beginning of year |
$ | 23.81 | ||
Granted |
29.40 | |||
Exercised |
20.60 | |||
Expired or cancelled |
27.51 | |||
Outstanding at April 30 |
24.96 | |||
Exercisable at April 30 |
$ | 22.15 |
STOCK OPTION ACTIVITY
The following table presents a summary of the Companys stock options activity for the fiscal years ended April 30, 2008 and 2007 (remaining contractual term [in years] and exercise prices are weighted-averages):
NUMBER
OF OPTIONS |
REMAINING
CONTRACTUAL TERM |
EXERCISE
PRICE |
AGGREGATE
INTRINSIC VALUE |
||||||||
(in thousands) | |||||||||||
Outstanding at April 30, 2006 |
2,034,211 | 6.7 | $ | 24.96 | $ | 18,859 | |||||
Granted |
521,888 | 8.1 | 33.07 | 764 | |||||||
Exercised |
(682,538 | ) | | 19.42 | 11,290 | ||||||
Cancelled or expired |
(87,529 | ) | | 30.52 | 370 | ||||||
Outstanding at April 30, 2007 |
1,786,032 | 6.5 | $ | 29.17 | $ | 10,019 | |||||
Granted |
426,600 | 9.2 | $ | 33.73 | $ | | |||||
Exercised |
(44,716 | ) | | 22.89 | 307 | ||||||
Cancelled or expired |
(150,149 | ) | | 34.34 | 8 | ||||||
Outstanding at April 30, 2008 |
2,017,767 | 6.3 | $ | 29.88 | $ | 398 | |||||
Vested and expected to vest in the future at April 30, 2008 |
1,975,084 | 6.3 | $ | 29.80 | $ | 398 | |||||
Exercisable at April 30, 2008 |
1,221,982 | 5.2 | $ | 27.87 | $ | 398 | |||||
Available for grant at April 30, 2008 |
1,612,930 |
The aggregate intrinsic value in the previous table represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of fiscal 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on April 30, 2008. This amount changes based on the fair market value of the Companys common stock. Total intrinsic value of options exercised for the fiscal years ended April 30, 2008 and 2007, (based on the difference between the Companys stock price on the respective exercise dates and the respective exercise prices, multiplied by the number of respective options exercised) was $0.3 million and $11.3 million, respectively. The total fair value of options vested for the fiscal years ended April 30, 2008 and 2007, was $6.1 million and $5.9 million, respectively.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
33 |
As of April 30, 2008, there was $5.5 million of total unrecognized compensation expense related to unvested stock options granted under the Companys share-based compensation plans. This expense is expected to be recognized over a weighted-average period of 1.1 years.
Cash received from option exercises for the fiscal years ended April 30, 2008 and 2007, was an aggregate of $1.0 million and $13.2 million, respectively. The actual tax benefit realized for the tax deduction from option exercises of stock option awards totaled $75,000 and $4.5 million for the fiscal years ended April 30, 2008 and 2007, respectively.
The following table summarizes information about stock options outstanding at April 30, 2008 (remaining lives [in years] and exercise prices are weighted-averages):
OPTION PRICE PER SHARE |
OPTIONS OUTSTANDING | OPTIONS EXERCISABLE | ||||||||||
OPTIONS | REMAINING LIFE | EXERCISE PRICE | OPTIONS | EXERCISE PRICE | ||||||||
$9.28$14.93 |
82,000 | 3.7 | $ | 14.02 | 82,000 | $ | 14.02 | |||||
$18.91$24.21 |
230,100 | 4.0 | 22.70 | 230,100 | 22.70 | |||||||
$26.78$28.97 |
511,102 | 6.6 | 27.95 | 410,080 | 27.69 | |||||||
$30.06$34.87 |
1,152,644 | 7.2 | 32.93 | 463,620 | 32.09 | |||||||
$36.87$44.59 |
41,921 | 4.2 | 39.80 | 36,182 | 40.19 | |||||||
2,017,767 | 1,221,982 |
For the years ended April 30, 2008 and 2007, stock-based compensation expense was allocated as follows (in thousands):
2008 | 2007 | |||||
Cost of sales and distribution |
$ | 1,211 | $ | 1,256 | ||
Selling and marketing expenses |
1,256 | 1,238 | ||||
General and administrative expenses |
2,810 | 3,793 | ||||
Stock-based compensation expense, before income taxes |
5,277 | 6,287 | ||||
Less: |
||||||
Income tax benefit |
2,144 | 2,375 | ||||
Total stock-based compensation expense, net of taxes |
$ | 3,133 | $ | 3,912 | ||
34 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
NOTE HEMPLOYEE BENEFIT AND RETIREMENT PLANS
EMPLOYEE STOCK OWNERSHIP PLAN
In fiscal 1990, the Company instituted the American Woodmark Stock Ownership Plan (AWSOP). Under this plan, all employees who reach age 18 and who have been employed by the Company at the end of six consecutive months are eligible to receive company stock through a profit sharing contribution and a 401(k) matching contribution based upon the employees contribution to the plan.
Profit sharing contributions in the form of company stock are 3% of after tax earnings, calculated on a quarterly basis and distributed equally to all employees eligible to participate in the plan. The Company recognized expenses for profit sharing contributions of $196,000, $977,000, and $996,000, in fiscal 2008, 2007, and 2006, respectively.
The Company matches 401(k) contributions in the form of company stock at 50% of an employees contribution to the plan up to 4% of base salary for an effective maximum Company contribution of 2% of base salary. The expense for 401(k) matching contributions for this plan was $1,613,000, $1,592,000, and $1,600,000, in fiscal 2008, 2007, and 2006, respectively.
PENSION BENEFITS AND POSTRETIREMENT BENEFITS
The Company has two defined benefit plans covering virtually all of the Companys employees. These plans provide defined benefits based on years of service and final average salary.
Effective April 30, 2007, the Company adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). SFAS 158 requires the Company to recognize in its consolidated balance sheets the over-funded or underfunded status of its defined benefit pension plans and postretirement plan measured as the difference between the fair value of plan assets and the benefit obligation. The Company must also recognize as a component of other comprehensive income, net of tax, the actuarial gains and losses and the prior service costs, credits and transition costs that arise during the period. As a result of adopting this standard, the Company reduced its intangible pension asset by $984,000 and increased its pension and postretirement benefits liabilities by $11.0 million in its consolidated balance sheet as of April 30, 2007, with a corresponding reduction to shareholders equity of $7.4 million (net of tax) reflected as an increase to accumulated other comprehensive loss. The adoption of SFAS 158 had no impact on years prior to fiscal 2007 and had no effect on the calculation of pension expense for fiscal 2007.
Included in accumulated other comprehensive loss at April 30, 2008 is $13.1 million ($8.1 million net of tax) related to net unrecognized actuarial losses, unrecognized prior service costs, and transition obligation asset that have not yet been recognized in net periodic pension or benefit costs. The Company expects to recognize $487 thousand ($290 thousand net of tax) in net actuarial losses, prior service costs, and transition obligation asset in net periodic pension and benefit costs during fiscal year 2009.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
35 |
The Company uses an April 30 measurement date for its benefit plans. The following provides a reconciliation of benefit obligations, plan assets and funded status of the Companys noncontributory defined benefit pension plans as of April 30.
PENSION BENEFITS | ||||||||
(in thousands) |
2008 | 2007 | ||||||
CHANGE IN BENEFIT OBLIGATION |
||||||||
Benefit obligation at beginning of year |
$ | 84,947 | $ | 71,818 | ||||
Service cost |
5,568 | 4,942 | ||||||
Interest cost |
4,842 | 4,333 | ||||||
Amendments |
| 72 | ||||||
Actuarial (gains) and losses |
(12,624 | ) | 5,385 | |||||
Benefits paid |
(1,853 | ) | (1,603 | ) | ||||
Benefit obligation at end of year |
$ | 80,880 | $ | 84,947 | ||||
CHANGE IN PLAN ASSETS |
||||||||
Fair value of plan assets at beginning of year |
$ | 70,933 | $ | 54,520 | ||||
Actual return on plan assets |
959 | 5,761 | ||||||
Company contributions |
7,590 | 12,255 | ||||||
Benefits paid |
(1,853 | ) | (1,603 | ) | ||||
Fair value of plan assets at end of year |
$ | 77,629 | $ | 70,933 | ||||
Funded status of the plans |
$ | (3,251 | ) | $ | (14,014 | ) | ||
Unamortized prior service cost |
836 | 983 | ||||||
Unrecognized net actuarial loss |
12,216 | 21,225 | ||||||
Prepaid benefit cost |
$ | 9,801 | $ | 8,194 | ||||
PENSION BENEFITS | ||||||||
(in thousands) |
2008 | 2007 | ||||||
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS |
||||||||
Prepaid pension asset |
$ | 2,632 | $ | | ||||
Accrued benefit liability |
(5,884 | ) | (14,014 | ) | ||||
Accumulated other comprehensive loss |
13,053 | 22,208 | ||||||
Net amount recognized |
$ | 9,801 | $ | 8,194 | ||||
PENSION BENEFITS | ||||||||||||
(in thousands) |
2008 | 2007 | 2006 | |||||||||
COMPONENTS OF NET PERIODIC BENEFIT COST |
||||||||||||
Service cost |
$ | 5,568 | $ | 4,942 | $ | 5,359 | ||||||
Interest cost |
4,842 | 4,333 | 4,019 | |||||||||
Expected return on plan assets |
(5,604 | ) | (4,298 | ) | (3,411 | ) | ||||||
Amortization of prior service cost |
147 | 144 | 130 | |||||||||
Recognized net actuarial loss |
1,030 | 868 | 1,951 | |||||||||
Benefit cost |
$ | 5,983 | $ | 5,989 | $ | 8,048 | ||||||
36 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
ACTUARIAL ASSUMPTIONS: The discount rate at April 30 was used to measure the year-end benefit obligations and the earnings effects for the subsequent year. Actuarial assumptions used to determine benefit obligations and earnings effects for principal pension plans follow:
FISCAL YEARS ENDED APRIL 30 | ||||||
2008 | 2007 | |||||
WEIGHTED-AVERAGE ASSUMPTIONS |
||||||
TO DETERMINE BENEFIT OBLIGATIONS |
||||||
Discount rate |
6.68% | 5.76% | ||||
Rate of compensation increase |
4.0% | 4.0% | ||||
FISCAL YEARS ENDED APRIL 30 | ||||||
2008 | 2007 | 2006 | ||||
WEIGHTED-AVERAGE ASSUMPTIONS |
||||||
TO DETERMINE NET PERIODIC BENEFIT COST |
||||||
Discount rate |
5.76% | 6.10% | 5.46% | |||
Expected return on plan assets |
8.0% | 8.0% | 8.0% | |||
Rate of compensation increase |
4.0% | 4.0% | 4.0% |
In fiscal 2008, the Company determined the discount rate by referencing the AON Yield Curve. The Company believes that using a yield curve approach more accurately reflects changes in the present value of liabilities over time since each cash flow is discounted at the rate at which it could effectively be settled. Previously, the discount rate was based on Moodys Aa corporate bond rate as of April 30.
The Company amortizes experience gains and losses, as well as the effects of changes in actuarial assumptions and plan provisions, over a period no longer than the average future working lifetime of the active participants.
The Company funds the pension plans in amounts sufficient to meet minimum funding requirements set forth in employee benefit and tax laws plus additional amounts the Company deems appropriate.
The Companys pension plans weighted-average asset allocations at April 30, 2008 and 2007, by asset category are as follows:
PLAN ASSET ALLOCATION | |||||||||
APRIL 30 |
2008
TARGET |
2008
ACTUAL |
2007
ACTUAL |
||||||
Equity Funds |
50.0 | % | 50.8 | % | 50.7 | % | |||
Fixed Income Funds |
50.0 | % | 49.2 | % | 49.3 | % | |||
Total |
100.0 | % | 100.0 | % | 100.0 | % | |||
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
37 |
Within the broad categories outlined in the preceding table, the Company has targeted the following specific allocations: 22% Capital Preservation, 28% Bond, 20% Large Capital Growth, 20% Large Capital Value, 6% Small Capital, and 4% International.
CONTRIBUTIONS: The Company expects to contribute $6.6 million to its pension plans in fiscal 2009 which represents both required and discretionary funding.
ESTIMATED FUTURE BENEFIT PAYMENTS: The following benefit payments, which reflect expected future service, are expected to be paid:
FISCAL YEAR |
BENEFIT
PAYMENTS |
||
(in thousands) | |||
2009 |
$ | 2,164 | |
2010 |
2,272 | ||
2011 |
2,488 | ||
2012 |
2,674 | ||
2013 |
3,027 | ||
Years 20142018 |
$ | 20,932 |
The Company currently provides retiree health care insurance benefits for a small number of retirees who retired prior to May 1, 1991. Postretirement benefits are not offered to any employees who have retired or will retire subsequent to May 1, 1991. The following provides a reconciliation of benefit obligations and funded status of the Companys postretirement benefit plan as of April 30, 2008 and 2007:
(in thousands) |
2008 | 2007 | ||||||
CHANGE IN BENEFIT OBLIGATIONS: |
||||||||
Benefit obligation at beginning of year |
$ | 876 | $ | 850 | ||||
Interest cost |
48 | 50 | ||||||
Contributions by plan participants |
7 | 7 | ||||||
Actuarial loss (gain) |
(73 | ) | 30 | |||||
Benefits paid |
(57 | ) | (61 | ) | ||||
Benefit obligation at end of year |
$ | 801 | $ | 876 | ||||
FUNDED STATUS: |
||||||||
Funded status |
$ | (801 | ) | $ | (876 | ) | ||
Unamortized actuarial loss |
5 | 78 | ||||||
Unrecognized net transition obligation |
69 | 113 | ||||||
Net benefit liability |
$ | (727 | ) | $ | (685 | ) | ||
AMOUNT RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS: |
||||||||
Accrued current benefit costs |
$ | (68 | ) | $ | (64 | ) | ||
Accrued noncurrent benefit cost |
(733 | ) | (812 | ) | ||||
Accumulated other comprehensive loss |
74 | 191 | ||||||
Total |
$ | (727 | ) | $ | (685 | ) | ||
There are no plan assets associated with the Companys postretirement benefit plan.
The discount rate used to measure the year-end benefit obligation as of April 30, 2008 and the expense for the subsequent year was based on the AON Yield Curve. In fiscal 2007, the discount rate was based on Moodys Aa corporate bond rate as of April 30. The discount rate actuarial assumptions used to determine the benefit obligations and earnings effects for the postretirement benefit plan follows:
2008 | 2007 | |||||
Discount rate |
6.68 | % | 5.76 | % |
38 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
HEALTHCARE COST TREND ASSUMPTIONS
The weighted-average annual assumed rate of increase in the per capita cost of covered benefits is 9.5% for fiscal 2008 and 9.0% for fiscal 2009. It is assumed the rate will decrease gradually to a rate of 5% in 2017 and remain level thereafter.
A one percentage point change in the assumed health care cost trend rate would have the following effects:
IMPACT OF 1% | IMPACT OF 1% | ||||||
(in thousands) |
INCREASE | DECREASE | |||||
Increase (decrease) | |||||||
Aggregate of 20072008 service and interest cost |
$ | 4.2 | $ | (3.7 | ) | ||
Accumulated postretirement benefit obligation |
$ | 68.2 | $ | (60.5 | ) |
NOTE IINCOME TAXES
Income tax expense was comprised of the following:
FISCAL YEARS ENDED APRIL 30 | ||||||||||||
(in thousands) |
2008 | 2007 | 2006 | |||||||||
CURRENT EXPENSE |
||||||||||||
Federal |
$ | 5,442 | $ | 14,646 | $ | 18,239 | ||||||
State |
1,603 | 2,746 | 3,604 | |||||||||
Total current expense |
7,045 | 17,392 | 21,843 | |||||||||
DEFERRED EXPENSE (BENEFIT) |
||||||||||||
Federal |
(4,613 | ) | 803 | (1,444 | ) | |||||||
State |
(1,018 | ) | 422 | 92 | ||||||||
Total deferred expense (benefit) |
(5,631 | ) | 1,225 | (1,352 | ) | |||||||
Total expense from continuing operations |
$ | 1,414 | $ | 18,617 | $ | 20,491 | ||||||
Other comprehensive income (loss) |
3,576 | (5,120 | ) | 4,345 | ||||||||
Total comprehensive income tax expense |
$ | 4,990 | $ | 13,497 | $ | 24,836 | ||||||
The Companys effective income tax rate varied from the federal statutory rate as follows:
FISCAL YEARS ENDED APRIL 30 | |||||||||
2008 | 2007 | 2006 | |||||||
Federal statutory rate |
35.0 | % | 35.0 | % | 35.0 | % | |||
Effect of: |
|||||||||
Tax-free interest |
-9.7 | % | -1.6 | % | -0.5 | % | |||
General business credits |
-7.0 | -1.2 | -1.0 | ||||||
Meals and entertainment |
6.8 | 0.9 | 0.7 | ||||||
Domestic production deduction |
-5.8 | -0.8 | -1.0 | ||||||
Other |
-1.2 | 0.1 | 0.5 | ||||||
Total |
-16.9 | % | -2.6 | % | -1.3 | % | |||
Effective federal income tax rate |
18.1 | % | 32.4 | % | 33.7 | % | |||
State income taxes, net of federal tax effect |
6.8 | 4.0 | 4.5 | ||||||
Effective income tax rate |
24.9 | % | 36.4 | % | 38.2 | % | |||
Income taxes paid were $6,458,000, $15,560,000, and $18,880,000 for fiscal years 2008, 2007, and 2006, respectively.
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
39 |
The significant components of deferred tax assets and liabilities were as follows:
APRIL 30 | |||||||
(in thousands) |
2008 | 2007 | |||||
Deferred tax assets: |
|||||||
Pension and post postretirement benefits |
$ | 48 | $ | 4,144 | |||
Accounts receivable |
4,918 | 3,932 | |||||
Product liability |
937 | 1,198 | |||||
Employee benefits |
7,342 | 5,353 | |||||
Other |
589 | 672 | |||||
Total |
13,834 | 15,299 | |||||
Deferred tax liabilities: |
|||||||
Depreciation |
12,374 | 15,202 | |||||
Inventory |
806 | 806 | |||||
Other |
| 692 | |||||
Total |
13,180 | 16,700 | |||||
Net deferred tax asset (liability) |
$ | 654 | $ | (1,401 | ) | ||
Management believes it is more likely than not that the Company will realize its gross deferred tax assets due to expected future income and reversal of taxable temporary differences.
NOTE JACCOUNTING FOR UNCERTAINTY IN INCOME TAXES
The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, effective May 1, 2007. As a result of the adoption of FIN 48, the Company recognized no adjustment in the unrecognized income tax benefits that existed at April 30, 2007. On May 1, 2007, the Company had approximately $558,000 of unrecognized tax benefits accrued. Of this amount, approximately $363,000 would affect the effective tax rate if recognized. The liability for unrecognized tax benefits at April 30, 2008 is $458,000, including $298,000 which would affect the effective tax rate if recognized. It is reasonably possible that the amount of liability for unrecognized tax benefits will significantly change in the next twelve months; however, the Company is not able to reasonably estimate the amount of the change at this time, and does not expect the change to have a material impact on the Companys financial statements.
A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:
(in thousands) |
GROSS
UNRECOGNIZED TAX BENEFITS |
|||
Balance at May 1, 2007 |
$ | 558 | ||
Additions based on tax positions related to the current year |
35 | |||
Additions for tax positions of prior years |
16 | |||
Reductions for tax positions related to prior years |
(137 | ) | ||
Expiration of the statute of limitations |
(14 | ) | ||
Balance at April 30, 2008 |
$ | 458 | ||
Consistent with prior policy, the Company classifies interest on underpayments of income tax as Interest Expense and classifies penalties in connection with underpayments of tax as Other Expense. As of May 1, 2007, the Company had liabilities of $71,000 and $253,000, for interest and penalties, respectively. As of April 30, 2008, the Company had liabilities of $64,000 and $167,000 for interest and penalties, respectively. During the year ended April 30, 2008, the Company recognized $86,000 as other income from reversal of penalties, and a reduction to interest expense of $7,000.
With minor exceptions, the Company is currently open to audit by the tax authorities for tax years ending April 30, 2005 through April 30, 2007. The Company is currently not under federal audit. The Company is under audit by the State of West Virginia for fiscal tax years 2005, 2006, and 2007.
40 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
NOTE KCOMMITMENTS AND CONTINGENCIES
LEGAL MATTERS
The Company is involved in suits and claims in the normal course of business, including product liability and general liability claims, in addition to claims pending before the EEOC. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by Statement of Financial Accounting Standards No. 5 (SFAS 5), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable (i.e., more likely than not), those that are reasonably possible, and those that are deemed to be remote. The Company accounts for these loss contingencies in accordance with SFAS 5. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined. Where no loss estimate range can be made, the Company and its counsel perform a worst-case estimate. In determining these loss range estimates, the Company considers known values of similar claims and consultation with its independent counsel.
The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible are not material.
PRODUCT WARRANTY
The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within three months of the original shipment date.
The following is a reconciliation of the Companys warranty liability:
(in thousands) |
2008 | 2007 | ||||||
PRODUCT WARRANTY RESERVE |
||||||||
Beginning balance |
$ | 3,105 | $ | 5,387 | ||||
Accrual for warranties |
11,103 | 15,912 | ||||||
Settlements |
(11,780 | ) | (18,194 | ) | ||||
Ending balance at fiscal year end |
$ | 2,428 | $ | 3,105 | ||||
LEASE AGREEMENTS
The Company leases certain office buildings, manufacturing buildings, service centers, and equipment. Total rental expenses under operating leases amounted to approximately $8,872,000, $9,484,000, and $9,229,000, in fiscal 2008, 2007, and 2006, respectively. Minimum rental commitments as of April 30, 2008, under noncancelable leases are as follows:
FISCAL YEAR |
OPERATING | CAPITAL | |||||
(in thousands) | (in thousands) | ||||||
2009 |
$ | 4,400 | $ | 662 | |||
2010 |
3,606 | 662 | |||||
2011 |
2,922 | 662 | |||||
2012 |
1,876 | 662 | |||||
2013 |
1,682 | 662 | |||||
2014 (and thereafter) |
5,580 | 7,450 | |||||
$ | 20,066 | $ | 10,760 | ||||
Less amounts representing interest (2%) |
(1,582 | ) | |||||
Total obligations under capital leases |
$ | 9,178 | |||||
RELATED PARTIES
During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership formed by certain former executive officers, including one current member of the Board of Directors, of the Company to lease an office building constructed and owned by the partnership. The Company has subsequently renewed this lease in accordance with company policy and procedures which includes approval by the Board of Directors. As of April 30, 2008, the Company is in the third year of the latest five-year renewal period. Under this agreement, rental expense was $445,000, $437,000, and $428,000, in fiscal 2008, 2007, and 2006, respectively. Rent during the remaining term of approximately $454,000 annually (included in the preceding table) is subject to adjustment based upon changes in the Consumer Price Index.
NOTE LCREDIT CONCENTRATION
Credit is extended to customers based on an evaluation of the customers financial condition and generally collateral is not required. The Companys customers operate in the new home construction and home remodeling markets.
The Company maintains an allowance for bad debt based upon managements evaluation and judgment of potential net loss. The allowance is estimated based upon historical
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
41 |
experience, the effects of current developments and economic conditions, and of customers current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.
At April 30, 2008, the Companys two largest customers, Customers A and B represented 20.9% and 39.7% of the Companys gross customer receivables, respectively. At April 30, 2007, Customers A and B represented 25.1% and 31.9% of the Companys gross customer receivables, respectively.
The following table summarizes the percentage of sales to the Companys two largest customers for the last three fiscal years:
PERCENT OF ANNUAL GROSS SALES | ||||||
2008 | 2007 | 2006 | ||||
Customer A |
36.6 | 35.5 | 31.1 | |||
Customer B |
32.8 | 30.0 | 30.7 |
NOTE MRESTRUCTURING CHARGES
In January, 2008, the Company committed to closing its smallest manufacturing plant, which is located in Minnesota. This initiative impacted approximately 80 employees. This decision was made to improve alignment within the Companys manufacturing operations and improve efficiency. The Company expects to incur total pre-tax exit costs of $1.1 million related to this shut-down initiative, including severance and separation costs of $0.6 million and $0.5 million for equipment, inventory, and facilities-related expenses.
During fiscal 2008, the Company recognized $0.5 million of the severance and separation costs pertaining to the aforementioned plant closure initiative, as well as an additional $0.6 million of costs related to severance and separation expenses associated with headcount reductions across its 14 manufacturing plants. In addition, the Company also recognized an asset impairment charge of $0.1 million relating to assets and $0.3 million relating to inventory at the facility that was closed. The total costs provided during fiscal 2008 aggregated $1.5 million and these costs are recognized in Cost of Sales and Distribution expenses. The Company expects to incur substantially all of the remaining costs related to the closure of the Minnesota plant during the first quarter of fiscal 2009.
The Minnesota plant is being marketed for sale by the Company and the plants net book value of $1.4 million, which the Company believes is fully recoverable, is
NOTE NQUARTERLY FINANCIAL DATA (UNAUDITED)
FY 2008 |
7/31/07 | 10/31/07 | 1/31/08 | 4/30/08 | |||||||||
(in thousands, except share amounts) | |||||||||||||
Net sales |
$ | 166,056 | $ | 160,231 | $ | 132,837 | $ | 143,302 | |||||
Gross profit |
34,309 | 27,709 | 17,712 | 23,397 | |||||||||
Income before income taxes |
7,935 | 1,674 | (4,413 | ) | 489 | ||||||||
Net income |
5,104 | 1,152 | (2,021 | ) | 36 | ||||||||
Earnings per share |
|||||||||||||
Basic |
$ | 0.34 | $ | 0.08 | $ | (0.14 | ) | $ | | ||||
Diluted |
$ | 0.34 | $ | 0.08 | $ | (0.14 | ) | $ | | ||||
FY 2007 |
7/31/06 | 10/31/06 | 1/31/07 | 4/30/07 | |||||||||
(in thousands, except share amounts) | |||||||||||||
Net sales |
$ | 222,752 | $ | 210,818 | $ | 161,224 | $ | 166,131 | |||||
Gross profit |
49,111 | 42,863 | 29,068 | 34,777 | |||||||||
Income before income taxes |
21,635 | 14,819 | 5,318 | 9,406 | |||||||||
Net income |
13,414 | 9,188 | 3,779 | 6,180 | |||||||||
Earnings per share |
|||||||||||||
Basic |
$ | 0.84 | $ | 0.58 | $ | 0.24 | $ | 0.40 | |||||
Diluted |
$ | 0.82 | $ | 0.57 | $ | 0.24 | $ | 0.40 |
42 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
report of independent registered public accounting firm
THE BOARD OF DIRECTORS AND SHAREHOLDERS AMERICAN WOODMARK CORPORATION:
We have audited the accompanying consolidated balance sheets of American Woodmark Corporation (the Company), as of April 30, 2008 and 2007, and the related consolidated statements of income, shareholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended April 30, 2008. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of American Woodmark Corporation as of April 30, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended April 30, 2008, in conformity with U.S. generally accepted accounting principles.
As discussed in Note A to the consolidated financial statements, effective May 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment. Also, as discussed in Note A to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, as of April 30, 2007. Also, as discussed in Note J to the consolidated financial statements, effective May 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Companys internal control over financial reporting as of April 30, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July 9, 2008 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.
Roanoke, Virginia July 9, 2008 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
43 |
managements report
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management has responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Companys internal control over financial reporting as of April 30, 2008. In making its assessment, Management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Management concluded that based on its assessment, American Woodmark Corporations internal control over financial reporting was effective as of April 30, 2008. The Companys internal control over financial reporting as of April 30, 2008, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which appears in this Annual Report to Shareholders.
Kent B. Guichard President and Chief Executive Officer |
Jonathan H. Wolk Vice President and Chief Financial Officer |
44 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
report of independent registered public accounting firm
THE BOARD OF DIRECTORS AND SHAREHOLDERS AMERICAN WOODMARK CORPORATION:
We have audited American Woodmark Corporations (the Companys) internal control over financial reporting as of April 30, 2008, based on criteria established in Internal ControlIntegrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2008, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of April 30, 2008 and 2007, and the related consolidated statements of income, shareholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended April 30, 2008, and our report dated July 9, 2008 expressed an unqualified opinion on those consolidated financial statements.
Roanoke, Virginia July 9, 2008 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
45 |
stock performance graph
Set forth below is a graph comparing the five-year cumulative total shareholder return, including reinvestment of dividends, from investing $100 on May 1, 2003 through April 30, 2008 in American Woodmark Corporation common stock, the Russell 2000 Index, and the S&P Household Durables Index:
46 |
AMERICAN WOODMARK CORPORATION ® 2008 ANNUAL REPORT |
DIRECTORS AND EXECUTIVE OFFICERS
William F. Brandt, Jr.
Director;
Former Chairman and Chief Executive Officer
Martha M. Dally
Director;
Chair of the Nominating and Governance Committee,
and member of the Compensation Committee
Retired Vice President Customer Service of Sara Lee Corporation
James G. Davis, Jr.
Director;
Chairman of the Compensation Committee
President and Chief Executive Officer of James G. Davis Construction
Corporation
S. Cary Dunston
Senior Vice President, Manufacturing and Logistics
James J. Gosa
Director;
Chairman and Former Chief Executive Officer
Kent B. Guichard
Director;
President and Chief Executive Officer
Daniel T. Hendrix
Director;
Member of the Compensation Committee
President and Chief Executive Officer of Interface, Incorporated
Kent J. Hussey
Director;
Chairman of the Audit Committee
Chief Executive Officer of Spectrum Brands, Incorporated
G. Thomas McKane
Director;
Member of the Audit Committee and the Nominating and Governance Committee
Retired Chairman of A.M. Castle & Company.
Carol B. Moerdyk
Director;
Member of the Audit Committee
and the Nominating and Governance Committee Retired Senior Vice President International of OfficeMax, Incorporated
Jonathan H. Wolk
Vice President and Chief Financial Officer; Corporate Secretary
CORPORATE INFORMATION
ANNUAL MEETING
The Annual Meeting of Shareholders of American Woodmark Corporation will
be held on August 21, 2008, at 9:00 a.m. at the Museum of the Shenandoah Valley, 901 Amherst Street in Winchester, Virginia.
ANNUAL REPORT ON FORM 10-K
A copy of the Companys Annual Report on Form 10-K for the fiscal year ended April 30, 2008,
may be obtained free of charge by writing:
Glenn Eanes Vice President & Treasurer
American Woodmark Corporation
PO Box 1980
Winchester, VA 22604-8090
CORPORATE HEADQUARTERS
American Woodmark Corporation
3102 Shawnee Drive
Winchester, VA 22601-4208
(540) 665-9100
MAILING ADDRESS
PO Box 1980
Winchester, VA 22604-8090
TRANSFER AGENT
American Stock Transfer & Trust Company
(800) 937-5449
SHAREHOLDER INQUIRES
Investor Relations
American Woodmark Corporation
3102 Shawnee Drive
Winchester, VA 22601-4208
(540) 665-9100
www.americanwoodmark.com
American Woodmark TM is a trademark of American Woodmark Corporation®
Printed in U.S.A. © 2008 American Woodmark Corporation®
Printed on recycled paper
Design by Phoenix Creative Group, www.phoenixcreativegroup.com
Exhibit 21
Subsidiaries of the Registrant
Listed below are the subsidiaries of the Company, each of which is in the consolidated financial statements of the Company, and the percentage of ownership by the Company.
Name of Subsidiary |
Jurisdiction of
Incorporation |
Securities
Ownership |
|||
Amende Cabinet Corporation |
Virginia | 100 | % |
Exhibit 23.1
Report and Consent of Independent Registered Public Accounting Firm
The Board of Directors
American Woodmark Corporation:
The audits referred to in our report dated July 9, 2008, with respect to the consolidated financial statements of American Woodmark Corporation (the Company), included the related financial statement schedules (Schedule II Valuation and Qualifying Accounts) as of April 30, 2008 and 2007 and for each of the years in the three-year period ended April 30, 2008 included in Item 15(a)2 of the Companys 2008 Annual Report on Form 10-K. These financial statement schedules are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-12631), (Form S-8 No. 333-12623), (Form S-8 No. 333-41900), (Form S-8 No. 333-68434), (Form S-8 No. 333-122438), (Form S-8 No. 333-136867), and (Form S-8 No. 333-141621) of the Company of our reports dated July 9, 2008, with respect to the consolidated balance sheets of the Company as of April 30, 2008 and 2007, and the related consolidated statements of income, shareholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended April 30, 2008, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of April 30, 2008, which reports appear in the April 30, 2008 Annual Report on Form 10-K of the Company.
Our report refers to the Companys adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment , effective May 1, 2006; Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans , as of April 30, 2007; and Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 , effective May 1, 2007.
/s/ KPMG LLP |
Roanoke, Virginia July 9, 2008 |
Exhibit 31.1
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Kent B. Guichard, certify that:
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: July 10, 2008 | /s/ KENT B. GUICHARD | |||
Kent B. Guichard President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Jonathan H. Wolk, certify that:
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: July 10, 2008 | /s/ JONATHAN H. WOLK | |||
Jonathan H. Wolk Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
Each of the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1. | The Annual Report on Form 10-K of American Woodmark Corporation for the annual period ended April 30, 2008, 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: July 10, 2008 | /s/ KENT B. GUICHARD | |||
Kent B. Guichard President and Chief Executive Officer (Principal Executive Officer) |
||||
Date: July 10, 2008 | /s/ JONATHAN H. WOLK | |||
Jonathan H. Wolk Vice President and Chief Financial Officer (Principal Financial Officer) |