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, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 000-14798
AMERICAN WOODMARK CORPORATION
(Exact name of registrant as specified in its charter)
| 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) |
Registrant's 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 Select 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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 registrant's 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. [ ]
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 (Do not check if a smaller reporting company) | Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The aggregate market value of the registrant's Common Stock, no par value, held by non-affiliates of the registrant as of October 31, 2012, the last business day of the Company’s most recent second quarter was $252,894,016.
As of June 17, 2013, 14,923,930 shares of the Registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 22, 2013 (“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 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 550 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 86 door designs in 18 colors. Stock cabinets consist of cabinet interiors of varying dimensions and construction options and a maple, oak, cherry, or hickory front frame, door and/or drawer front.
Products are sold under the brand names of American Woodmark®, Timberlake®, Shenandoah Cabinetry®, Potomac®, and Waypoint Living Spaces®.
American Woodmark’s 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, builders, and independent dealers and distributors. The Company provides complete turnkey installation services to its direct 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 four assembly plants through a third party logistics network.
The primary raw materials used include hard maple, oak, cherry, soft maple, and hickory lumber and plywood. 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 Company’s principal means for competition is its breadth and variety of product offering, expanded service capabilities, geographic reach and affordable quality. The Company believes it is one of the three largest manufacturers of kitchen cabinets in the United States.
The Company’s 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 Company’s 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.
In recognition of the cyclicality of the housing industry, the Company’s policy is to operate with a minimal amount of financial leverage. The Company regularly maintains a debt to capital ratio of well below 20%, and working capital exclusive of cash of less than 6% of net sales. At April 30, 2013, debt to capital was 13.9%, and working capital net of cash was 1.9% of net sales.
During the last fiscal year, American Woodmark had two primary customers, The Home Depot and Lowe’s Companies, Inc., which together accounted for approximately 59% of the Company’s sales in its fiscal year ended April 30, 2013 (fiscal 2013). The loss of either customer would have a material adverse effect on the Company.
As of May 31, 2013, the Company had 4,537 employees. None of the Company’s employees are represented by labor unions. The Company believes that its employee relations are good.
American Woodmark’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to those reports are available free of
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charge on the Company’s web site at www.americanwoodmark.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The contents of the Company’s web site are not, however, part of this report.
| Item 1A. | RISK FACTORS |
There are a number of business risks and uncertainties that may affect the Company’s business, results of operations and financial condition. 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 currently believed 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 Company’s 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." Additional risks and uncertainties that may affect the Company’s business, results of operations and financial condition are discussed elsewhere in this report, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Forward-Looking Statements,” “Market Risks,” and “Outlook for Fiscal 2014.”
The Company’s business is dependent upon remodeling activity and residential construction. The Company’s results of operations are affected by levels of home improvement and residential construction activity, including repair and remodeling and new construction. Job creation levels, interest rates, availability of credit, 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.
Prolonged economic downturns may adversely impact the Company’s sales, earnings and liquidity. Although they have recently rebounded, the Company’s fiscal 2013 sales levels were 25% below their peak levels of 2006. The Company’s industry historically has been cyclical in nature and has fluctuated with economic cycles. During economic downturns, the Company’s industry could experience longer periods of recession and greater declines than the general economy. The Company believes that its industry is significantly influenced by economic conditions generally and particularly by housing activity, consumer confidence, the level of personal discretionary spending, demographics and credit availability. These factors not only may affect the ultimate consumer of the Company’s products, but also may impact home centers, builders and the Company’s other primary customers. As a result, a worsening of current conditions could adversely affect the Company’s sales and earnings as well as its cash flow and liquidity.
The Company’s future financial performance depends in part on the success of its new product development and other growth strategies. The Company has increased its emphasis on new product development in recent years and continues to focus solely on organic growth. Consequently, the Company’s financial performance will, in part, reflect its success in implementing its growth strategies in its existing markets and in introducing new products.
The loss of, or a reduction in business from, either of the Company’s key customers would have a material adverse effect upon its 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 Lowe’s Companies, Inc. were approximately 59% of total company sales for fiscal 2013. Although builders, dealers, and other retailers represent other channels of distribution for the Company's products, an unplanned loss of a substantial portion of sales to The Home Depot or Lowe’s Companies, Inc. would have a material adverse impact on the Company.
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Manufacturing realignments and cost savings programs similar to the Company’s 2012 Restructuring Plan could result in a decrease in the Company’s near-term earnings and liquidity. The Company continually reviews its manufacturing operations. These reviews could result in manufacturing realignments and cost savings programs, such as the consolidation and integration of facilities, functions, systems, or procedures, which in turn could result in a charge that would decrease near-term earnings and liquidity until the expected cost reductions are achieved. Any such realignments would likely result in significant costs including, among others, severance, impairment, exit, and disposal costs and capital expenditures.
Impairment charges could reduce the Company’s profitability. The Company has significant long-lived assets, including deferred tax assets, recorded on its balance sheets. If operating results decline or if the Company decides to restructure results as it did with the 2012 Restructuring Plan, the Company could incur impairment charges, which could have a material impact on its financial results. The Company evaluates the recoverability of the carrying amount of its long-lived assets on an ongoing basis. The outcome of future reviews could result in substantial impairment charges. Impairment assessments inherently involve judgments as to assumptions about market conditions and the Company’s ability to generate future cash flows and profitability, given those assumptions. Future events and changing market conditions may impact the Company’s assumptions as to prices, costs or other factors that may result in changes in the Company’s estimates. Although the Company believes the assumptions used in testing for impairment are reasonable, significant changes in these assumptions could produce a significantly different result.
The Company’s 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 Company’s suppliers, the loss of key supplier arrangements, or a substantial increase in the cost of its raw materials could adversely impact the Company’s results of operations.
The Company may not be able to maintain or raise the prices of its 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 8 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, 2013 include:
| LOCATION | DESCRIPTION |
| Allegany County, MD | Manufacturing Facility |
| Berryville, VA | Service Center* |
| Coppell, TX | Service Center* |
| Gas City, IN | Manufacturing Facility |
| Hardy County, WV | Manufacturing Facility* |
| Houston, TX | Satellite Service Center* |
| Humboldt, TN | Manufacturing Facility |
| Huntersville, NC | Service Center* |
| Jackson, GA | Manufacturing Facility |
| Kingman, AZ | Manufacturing Facility |
| Kennesaw, GA | Service Center* |
| Montgomeryville, PA | Service Center* |
| Monticello, KY | Manufacturing Facility |
| Orange, VA | Manufacturing Facility |
| Orlando, FL | Service Center* |
| Raleigh, NC | Satellite Service Center* |
| Phoenix, AZ | Service Center* |
| Rancho Cordova, CA | Service Center* |
| Tampa, FL | Service Center* |
| Toccoa, GA | Manufacturing Facility |
| Winchester, VA | Corporate Office* |
| Winchester, VA | Office (Customer Service)* |
| Winchester, VA | Office (MIS)* |
| Winchester, VA | Office (Product Dev./Logistics)* |
*Leased facility.
In addition, American Woodmark owns two manufacturing facilities that are permanently closed.
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| Item 3. | LEGAL PROCEEDINGS |
The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible and those that are deemed to be remote. The Company accounts for these loss contingencies in accordance with ASC 450. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible or remote, a range of loss estimates is determined and considered for disclosure. 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 independent counsel.
The Company believes that the aggregate range of estimated loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of April 30, 2013.
Also see the information under “Legal Matters” under “Note K – Commitments and Contingencies” to the Consolidated Financial Statements included in this report under Item 8, “Financial Statements and Supplementary Data.”
| Item 4. | MINE SAFETY DISCLOSURES |
| None. |
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, 2013 are as follows:
Name | Age | Position(s) Held During Past Five Years |
| Kent B. Guichard | 57 | Company Chairman, President and Chief Executive Officer from August 2009 to present; Company President and Chief Executive Officer from August 2007 to August 2009; Company Director from November 1997 to present. |
| Jonathan H. Wolk | 51 | Company Senior Vice President and Chief Financial Officer from September 2010 to present; Company Vice President and Chief Financial Officer from December 2004 to September 2010; Company Corporate Secretary from May 2005 to present. |
| S. Cary Dunston | 48 | Company Executive Vice President, Operations from September 2012 to present; Company Senior Vice President, Manufacturing and Supply Chain Services from October 2006 to September 2012. |
| Bradley S. Boyer | 54 | Company Senior Vice President, Sales and Marketing Remodel from September 2010 to present; Company Vice President, Remodeling Sales and Marketing from July 2008 to September 2010; Company Vice President, Home Center Sales and Marketing from January 2005 to July 2008. |
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PART II
| Item 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
MARKET INFORMATION
American Woodmark Corporation common stock 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 | |||||||||||
| (in dollars) | High | Low | DECLARED | |||||||||
| FISCAL 2013 | ||||||||||||
| First quarter | $ | 18.95 | $ | 15.46 | $ | 0.00 | ||||||
| Second quarter | 23.30 | 16.45 | 0.00 | |||||||||
| Third quarter | 29.28 | 21.66 | 0.00 | |||||||||
| Fourth quarter | 36.68 | 27.63 | 0.00 | |||||||||
| FISCAL 2012 | ||||||||||||
| First quarter | $ | 22.51 | $ | 15.73 | $ | 0.09 | ||||||
| Second quarter | 19.87 | 11.53 | 0.00 | |||||||||
| Third quarter | 17.99 | 10.88 | 0.00 | |||||||||
| Fourth quarter | 19.52 | 13.19 | 0.00 | |||||||||
As of May 16, 2013, there were approximately 6,500 shareholders of record of the Company's common stock. Included are approximately 52% of the Company's employees, who are shareholders through the American Woodmark Stock Ownership Plan. The Company paid dividends on its common stock during the first quarter of 2012 and then its quarterly dividend was suspended. 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 Company’s then-current financial condition, capital requirements, results of operations and any other factors then deemed relevant by the Board of Directors.
On August 24, 2007, the Company announced that the Company’s Board of Directors approved the repurchase of up to $100 million of the Company’s common stock. This authorization has no expiration date. In the fourth quarter of 2013, the Company did not repurchase any shares under this authorization. At April 30, 2013, $93.3 million remained authorized by the Company’s Board of Directors to repurchase shares of the Company’s common stock.
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| Item 6. | SELECTED FINANCIAL DATA |
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||||||||||
| (in millions except per share data) | 2013 | 1 | 2012 | 1,2 | 2011 | 2 | 2010 | 2 | 2009 | 2 | ||||||||||
| FINANCIAL STATEMENT DATA | ||||||||||||||||||||
| Net sales | $ | 630.4 | $ | 515.8 | $ | 452.6 | $ | 406.5 | $ | 545.9 | ||||||||||
| Operating income (loss) | 17.2 | (33.4 | ) | (31.1 | ) | (37.3 | ) | (7.2 | ) | |||||||||||
| Net income (loss) | 9.8 | (20.8 | ) | (20.0 | ) | (22.3 | ) | (3.2 | ) | |||||||||||
| Earnings (loss) per share: | ||||||||||||||||||||
| Basic | 0.67 | (1.45 | ) | (1.40 | ) | (1.58 | ) | (0.23 | ) | |||||||||||
| Diluted | 0.66 | (1.45 | ) | (1.40 | ) | (1.58 | ) | (0.23 | ) | |||||||||||
| Depreciation and amortization expense | 14.4 | 23.4 | 26.7 | 30.9 | 35.1 | |||||||||||||||
| Total assets | 294.0 | 265.1 | 268.4 | 282.4 | 303.7 | |||||||||||||||
| Long-term debt, less current maturities | 23.6 | 23.8 | 24.7 | 25.6 | 26.5 | |||||||||||||||
| Total shareholders' equity | 146.2 | 130.0 | 154.0 | 175.3 | 203.7 | |||||||||||||||
| Cash dividends declared per share | 0.00 | 0.09 | 0.36 | 0.36 | 0.36 | |||||||||||||||
| Average shares outstanding | ||||||||||||||||||||
| Basic | 14.6 | 14.3 | 14.3 | 14.1 | 14.1 | |||||||||||||||
| Diluted | 14.8 | 14.3 | 14.3 | 14.1 | 14.1 | |||||||||||||||
| PERCENT OF SALES | ||||||||||||||||||||
| Gross profit | 16.3 | % | 12.9 | % | 11.7 | % | 12.0 | % | 16.4 | % | ||||||||||
| Selling, general and administrative expenses | 13.5 | 16.2 | 18.5 | 20.5 | 15.9 | |||||||||||||||
| Income (loss) before income taxes | 2.7 | (6.4 | ) | (6.6 | ) | (9.1 | ) | (1.1 | ) | |||||||||||
| Net income (loss) | 1.5 | (4.0 | ) | (4.4 | ) | (5.5 | ) | (0.6 | ) | |||||||||||
| RATIO ANALYSIS | ||||||||||||||||||||
| Current ratio | 2.6 | 2.2 | 2.4 | 2.5 | 2.6 | |||||||||||||||
Inventory turnover3 | 20.4 | 19.2 | 16.1 | 12.3 | 11.5 | |||||||||||||||
Collection period - days4 | 31.4 | 30.0 | 30.1 | 32.9 | 33.5 | |||||||||||||||
| Percentage of capital (long-term debt plus equity): | ||||||||||||||||||||
| Long-term debt, less current maturities | 13.9 | % | 15.5 | % | 13.8 | % | 12.7 | % | 11.5 | % | ||||||||||
| Equity | 86.1 | 84.5 | 86.2 | 87.3 | 88.5 | |||||||||||||||
| Return on equity (average %) | 7.1 | (14.6 | ) | (12.2 | ) | (11.8 | ) | (1.5 | ) | |||||||||||
| 1 | The Company announced plans to realign its manufacturing network during fiscal 2012. The impact of these initiatives in fiscal 2012 increased operating loss, net loss and loss per share by $15,917,000, $9,710,000 and $0.68, respectively. During fiscal 2013, the charges related to these initiatives decreased operating income, net income and earnings per share by $1,433,000, $874,000 and $.06, respectively. |
| 2 | The Company performed a reduction-in-force of salaried personnel and announced plans to realign its manufacturing network during fiscal 2009. The impact of these initiatives in fiscal 2009 reduced operating income (loss), net income (loss) and earnings (loss) per share by $9,743,000, $6,050,000 and $0.43, respectively. During fiscal 2010, these initiatives increased operating loss, net loss and loss per share by $2,808,000, $1,722,000 and $0.12, respectively. During fiscal 2011, these initiatives increased operating loss, net loss and loss per share by $62,000, $39,000 and $0.00, respectively. During fiscal 2012, these initiatives increased operating loss, net loss and loss per share by $404,000, $246,000 and $0.01, respectively. |
| 3 | Based on the average of beginning and ending inventory. |
| 4 | Based on the ratio of average monthly customer receivables to average sales per day. |
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| Item 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Results of Operations
The following table sets forth certain income and expense items as a percentage of net sales:
| PERCENTAGE OF NET SALES | ||||||||
| Fiscal Years Ended April 30 | ||||||||
| 2013 | 2012 | 2011 | ||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | ||
| Cost of sales and distribution | 83.7 | 87.1 | 88.3 | |||||
| Gross profit | 16.3 | 12.9 | 11.7 | |||||
| Selling and marketing expenses | 9.1 | 11.3 | 13.5 | |||||
| General and administrative expenses | 4.4 | 4.9 | 5.0 | |||||
| Restructuring charges | 0.2 | 3.2 | 0.0 | |||||
| Insurance recovery | (0.1) | 0.0 | 0.0 | |||||
| Operating income (loss) | 2.7 | (6.5) | (6.8) | |||||
| Interest expense/other (income) expense | 0.1 | (0.1) | (0.2) | |||||
| Income (loss) before income taxes | 2.7 | (6.4) | (6.6) | |||||
| Income tax expense (benefit) | 1.1 | (2.4) | (2.2) | |||||
| Net income (loss) | 1.5 | (4.0) | (4.4) | |||||
The following discussion should be read in conjunction with the Five-Year Selected Financial Information and the Consolidated Financial Statements and the related notes contained elsewhere herein.
Forward-Looking Statements
This annual report contains statements concerning the Company’s 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 in Management’s 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 or deterioration in financial condition. These include but are not limited to: (1) general economic or business conditions and instability in the financial and credit markets, including their potential impact on our (i) sales and operating costs and access to financing; and (ii) customers and suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses; (2) the cyclical nature of the Company’s industry, which is particularly sensitive to changes in consumer confidence, the amount of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit; (3) economic weakness in a specific channel of distribution; (4) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor; (5) risks associated with domestic manufacturing operations, including fluctuations in capacity utilization and the prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs and environmental compliance and remediation costs; (6) the need to respond to price or product initiatives launched by a competitor; (7) the Company’s 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 Company’s ability to install new capacity or a sales decline that requires reduction or realignment of the Company’s manufacturing capacity. Additional information concerning the factors that could cause actual results to differ materially from those in forward-looking statements is contained in this annual report, including elsewhere in “Management’s Discussion and Analysis” and also in the Company’s most recent annual report on
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Form 10-K for the fiscal year ended April 30, 2013, filed with the U.S. Securities and Exchange Commission (SEC), including under Item 1A, “Risk Factors,” and Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.” While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.
Any forward-looking statement that the Company makes speaks only as of the date of this annual report. The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events or otherwise, except as required by law.
Overview
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 dealers and distributors. At April 30, 2013, the Company operated 9 manufacturing facilities and 9 service centers across the country.
During the Company’s fiscal year that ended on April 30, 2013 (fiscal 2013), the Company experienced improving housing market conditions for the first time since the housing market downturn that began in 2007.
A number of positive factors evidenced the improving housing market, including:
| · | Creation of approximately 2 million private sector jobs in the U.S. during the Company’s fiscal years 2012 and 2013 (according to the U.S. Department of Labor); |
| · | A 15% improvement in Gross Private Residential Fixed Investment reported by the U.S. Department of Commerce during the most recent four quarters through the first quarter of calendar 2013, as compared with the same period one year ago; |
| · | Increases in total housing starts and single family housing starts during the Company’s fiscal 2013 of 32% and 28%, respectively, as compared to the Company’s fiscal 2012, according to the U.S. Department of Commerce; |
| · | The median price of existing homes sold in the U.S. improved for the first time in 7 years, rising by 10% during the Company’s fiscal 2013, according to data provided by the National Association of Realtors; |
| · | Consumer confidence, as reported by the University of Michigan, averaged 10% higher during the Company’s fiscal 2013 than in its prior fiscal year; and |
| · | Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by 11% during fiscal 2013, suggesting an increase in both new construction and remodeling sales of cabinets. |
Faced with an improving but still relatively subdued remodeling market, the Company’s largest remodeling customers and competitors continued to utilize an elevated level of sales promotions in the Company’s product category during fiscal 2013 to boost sales, although a noticeable easing occurred in the second half of fiscal 2013. The Company strives to maintain its promotional levels in line with market activity, with a goal of remaining competitive. The Company experienced promotional levels during fiscal 2013 that were lower than those experienced in its prior fiscal year. The Company’s remodeling sales increased at a high-single digit pace during fiscal 2013 in a remodeling market that appears to have improved by a bit less than that level.
The Company increased its net sales by 22% during fiscal 2013. The Company realized strong sales gains in its new construction channel during fiscal 2013, where sales increased by more than 40%, significantly outpacing the improvement in single-family housing starts. Management believes this
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result, combined with the Company’s increased remodeling sales, indicates the Company realized market share gains in both of its sales channels during fiscal 2013.
During the third quarter of fiscal 2012, the Company announced several initiatives designed to reduce its cost base (the 2012 Restructuring), including the permanent closure of two manufacturing plants, the decision to sell a previously closed manufacturing facility, and the realignment of its retirement program, including the freezing of its pension plans. All of these initiatives were completed either prior to or just after the beginning of the Company’s fiscal 2013, and restructuring charges related to these actions have been reflected in the Company’s results during both years.
Gross margin for fiscal 2013 was 16.3%, significantly improved from 12.9% in fiscal 2012. The increase in the Company’s gross margin rate was driven by reductions in the labor and overhead costs associated with the Company’s restructuring activities, the beneficial impact of increased sales volume and the absence of the prior year’s inventory write down, which more than offset the impact of rising materials costs.
The Company recorded restructuring charges of $15.9 million (pre-tax) and $10.0 million (after-tax) during fiscal 2012 and $1.4 million (pre-tax) and $0.9 million (after-tax) during fiscal 2013 in connection with these initiatives. Because the bulk of these restructuring efforts have been completed, the Company expects that its future out-of-pocket costs will be nominal. The Company sold a previously closed plant during fiscal 2013 and continues to include in “Other Assets” at an aggregate $2.7 million book value the other two plants held for sale that were included in the 2012 Restructuring.
The Company regularly considers the need for a valuation allowance against its deferred tax assets. The Company had a history of profitable operations for 16 consecutive years, from 1994 to 2009, followed by losses that coincided with the industry downturn from 2010 to 2012. As of April 30, 2013, the Company had total deferred tax assets of $38.7 million, down from $42.1 million at April 30, 2012. Growth in the Company’s deferred tax assets in recent fiscal years resulted primarily from growth in its defined benefit pension liabilities and the impact of its recent losses prior to fiscal 2013. The Company earned sufficient net income during fiscal 2013 to fully utilize its Federal net operating loss carryforward. To fully realize these net deferred tax assets, the Company will need to, among other things, substantially reduce its net unfunded pension obligation of $53.7 million at April 30, 2013. The Company took definitive actions when it froze its pension plans as part of the 2012 Restructuring to enhance the probability that this objective is achieved in the future.
The Company resumed the funding of its pension plans during fiscal year 2012, and expects to continue funding these plans for the foreseeable future, which will reduce both its unfunded pension plan obligation and its deferred tax asset. These actions, coupled with the recent improvement in the U.S. housing market and the Company’s continued ability to grow its sales at a faster rate than its competitors, have enabled the Company to generate net income and reduce its deferred tax assets and unfunded pension obligation during fiscal 2013. The Company believes that the positive evidence of the housing industry improvement, coupled with the benefits from the Company’s successful restructuring and continued market share gains have already driven a return to profitability that is expected to continue, and that the combined impact of these positive factors outweighs the negative factor of the Company’s previous losses. Accordingly, Management has concluded it is more likely than not that the Company will realize its deferred tax assets.
The Company also regularly assesses its long-lived assets to determine if any impairment has occurred. The Company has concluded that none of the long-lived assets pertaining to its 9 manufacturing plants or any of its other long-lived assets were impaired as of April 30, 2013.
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Results of Operations
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||||||||||
| (in thousands) | 2013 | 2012 | 2011 | 2013 vs. 2012 PERCENT CHANGE | 2012 vs. 2011 PERCENT CHANGE | |||||||||||||||
| Net sales | $ | 630,437 | $ | 515,814 | $ | 452,589 | 22 | % | 14 | % | ||||||||||
| Gross profit | 102,656 | 66,475 | 52,751 | 54 | 26 | |||||||||||||||
| Selling and marketing expenses | 57,402 | 58,271 | 61,034 | (1 | ) | (5 | ) | |||||||||||||
| General and administrative expenses | 27,575 | 25,329 | 22,709 | 9 | 12 | |||||||||||||||
| Interest expense | 643 | 527 | 572 | 22 | (8 | ) | ||||||||||||||
Net Sales
Net sales were $630.4 million in fiscal 2013, an increase of $114.6 million, or 22%, compared with fiscal 2012. Overall unit volume for fiscal 2013 was 17% higher than in fiscal 2012, which management believes was driven primarily by the Company’s increased market share. Average revenue per unit increased 4% in fiscal 2013, driven by improvements in the Company’s product mix.
Net sales for fiscal 2012 increased 14% to $515.8 million from $452.6 million in fiscal 2011. Overall unit volume for fiscal 2012 was 9% higher than in fiscal 2011, which management believes was driven primarily by the Company’s increased market share. Average revenue per unit increased 5% during fiscal 2012, driven primarily by improvements in product mix.
Gross Profit
Gross profit as a percentage of sales increased to 16.3% in fiscal 2013 as compared with 12.9% in fiscal 2012. The improvement in gross profit margin was due primarily to the beneficial impact of higher sales volume and labor and overhead cost savings associated with the Company’s two plant closures in April and May of 2012. This favorability was partially offset by an increase in material costs. Specific changes and additional information included:
| · | Labor and overhead costs improved by 3.6% as a percentage of net sales compared with the prior fiscal year, as the combination of the increased sales volume and the plant closures caused both a decrease in overhead costs and improved absorption of fixed overhead costs, while labor costs became increasingly more efficient throughout fiscal 2013 as productivity gains were realized following the plant closures; |
| · | Materials and freight costs increased as a percentage of net sales by 1.6% during fiscal 2013 as compared with fiscal 2012, driven primarily by inflationary pressures in finishing materials, lumber, cartons, plywood, particleboard and paint, as well as from increased levels of outsourcing following the recent plant closures; and |
| · | Sales promotion costs improved by 1.4% of net sales during fiscal 2013 compared with the prior year, as a result of both an increased proportion of new construction sales to the Company’s total sales and reduced promotional activity. Sales promotions that involved the use of free products or cash reimbursements back to the Company’s large remodeling customers were deducted from gross margin as opposed to being classified as operating expenses. |
During fiscal 2012, the Company’s gross profit increased as a percentage of net sales to 12.9% from 11.7% in fiscal 2011. Increased sales volume in fiscal 2012 created improved labor efficiencies and more favorable absorption of manufacturing overhead costs, which were partially offset by increased sales promotion costs, material costs and diesel fuel. Specific changes and additional information included:
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| · | Labor and overhead costs improved by 3.7% as a percentage of net sales during fiscal 2012 compared with the prior fiscal year, as increased sales volume caused increased productivity of direct labor and absorption of fixed overhead costs; |
| · | Materials and freight costs increased as a percentage of net sales by 1.8% during fiscal 2012 as compared with fiscal 2011, driven primarily by inflationary pressures in finishing materials, lumber, cartons, imported components, and diesel fuel; and |
| · | Sales promotion costs increased by 0.7% of net sales during fiscal 2012, as the Company chose to remain competitive with competitors’ promotional offerings to drive sales growth in a challenging market. |
Selling and Marketing Expenses
Selling and marketing expenses in fiscal 2013 were 9.1% of net sales, compared with 11.3% of net sales in fiscal 2012. Selling and marketing costs decreased by 1% despite a 22% increase in net sales. The improvement in sales and marketing costs in relation to net sales was due to reduced spending on product launch costs and cost reductions related to the Company’s retirement plan changes, which were offset in part by increased sales compensation and staffing costs related to the Company’s increased sales levels.
Selling and marketing expenses were 11.3% of net sales in fiscal 2012 compared with 13.5% in fiscal 2011. Cost savings from lower marketing collateral and branding costs, as well as reductions in product display costs more than offset the increases in employee compensation and travel costs incurred by the Company in fiscal 2012.
General & Administrative Expenses
General and administrative expenses increased by $2.2 million or 9% during fiscal 2013. The increase in cost was entirely related to increased pay-for-performance compensation. However, G&A costs declined to 4.4% of net sales in fiscal 2013 compared with 4.9% of net sales in fiscal 2012.
General and administrative expenses in fiscal 2012 increased by $2.6 million, or 12%, compared with fiscal 2011 and represented 4.9% of net sales, compared with 5.0% of net sales for fiscal 2011. The majority of the cost increase was related to increased pay-for-performance compensation.
Effective Income Tax Rates
The Company generated pre-tax income of $16.7 million during fiscal 2013, including $1.4 million of restructuring charges. The Company’s effective tax rate increased from 37.6% in fiscal 2012 to 41.7% in fiscal 2013. The higher effective tax rate was the result of relatively consistent amounts of permanent tax differences in relation to the net income generated in fiscal 2013 compared with the net loss generated in the prior year.
Outlook for Fiscal 2014
The Company tracks several metrics, including but not limited to housing starts, existing home sales, mortgage interest rates, new jobs growth, GDP growth and consumer confidence, which it believes are leading indicators of overall demand for kitchen and bath cabinetry. The Company believes that housing prices finally bottomed during its fiscal 2012 and have begun what it expects will be a multi-year improvement, driven by employment growth and a resumption of growth in new household formation. However, because the number of homeowners still owing more than what their homes are worth remains at historically high levels, the Company expects that while the cabinet remodeling market will show modest improvement it will continue to be well below the historic highs reached in the previous decade.
Driven by an improving housing market, the Company expects that industry-wide cabinet remodeling sales will continue a trend that began during fiscal 2013 and improve at roughly a mid-single digit rate during its fiscal 2014. The Company expects that its home center market share will
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be relatively stable in fiscal 2014 and it will continue to gain market share in its growing dealer business. This combination is expected to result in remodeling sales growth that outpaces the market by several percentage points.
The Company agrees with the consensus estimate that new construction starts will continue to grow at a mid-20% rate during its fiscal 2014. The Company’s new construction sales growth outperformed the new construction market by approximately 20 points during fiscal 2013, and expects that it will again outperform the new construction market during fiscal 2014 but by a significantly lesser rate, as its comparable prior year sales levels become more challenging.
Inclusive of the potential for modest sales mix and pricing improvements, the Company expects that it will grow its total sales at a mid-teen rate in fiscal 2014. The Company experienced production inefficiencies during the first half of its fiscal 2013 driven by the combination of work transition issues from its closed plants, coupled with production volume increases that were driven by unexpectedly high sales levels. These issues were resolved during the third quarter of the Company’s fiscal 2013, enabling the Company’s gross margin rate to improve in the fourth quarter of fiscal 2013. The Company expects that its gross margin rate and net income for fiscal 2014 will improve compared with its fiscal 2013 performance.
The Company had gross outlays for capital expenditures and customer display units of $13.5 million during fiscal 2013, and plans to increase this spending level modestly during fiscal 2014. However, the Company is undertaking a multi-year review of its manufacturing capacity and capital expenditure plans which could cause its capital expenditures to exceed this level.
Additional risks and uncertainties that could affect the Company’s results of operations and financial condition are discussed elsewhere in this annual report, including under “Forward-Looking Statements,” and elsewhere in “Management’s Discussion and Analysis,” as well as in the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2013 filed with the SEC, including under Item 1A, “Risk Factors” and Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.”
Liquidity and Capital Resources
The Company’s cash, cash equivalents and restricted cash totaled $97.0 million at April 30, 2013, which represented an increase of $23.3 million from April 30, 2012. Total debt was $24.7 million at April 30, 2013, virtually unchanged from the prior fiscal year and long-term debt, excluding current maturities, to capital was 13.9% at April 30, 2013, down from 15.5% at April 30, 2012.
The Company’s main source of liquidity is its cash and cash equivalents on hand and cash generated from its operating activities. During fiscal 2013 the Company renegotiated its revolving credit agreement with its primary lender and is no longer required to hold restricted cash to secure borrowings under that agreement.
OPERATING ACTIVITIES
Cash provided by operating activities in fiscal 2013 was $24.5 million, compared with $16.1 million in fiscal 2012. The $8.4 million improvement was primarily attributable to the Company’s $22.9 million improvement in net income and reduction in asset impairments related to the 2012 Restructuring. This improvement was offset in part by a $13.6 million net working capital investment in its operating assets and liabilities to fund growth and increased contributions to its pension plans of $2.0 million.
Cash provided by operating activities in fiscal 2012 was $16.1 million, compared with $13.2 million in fiscal 2011. The $2.9 million improvement was primarily attributable to the reduction in the Company’s operating loss exclusive of restructuring charges of $13.9 million. This improvement was offset in part by reductions in proceeds from income tax refunds of $7.1 million, from increasing funding to its pension plans of $2.9 million, and from funding restructuring costs of $1.2 million.
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INVESTING ACTIVITIES
The Company’s investing activities primarily consist of capital expenditures and investments in promotional displays. Net cash used by investing activities in fiscal 2013 was $6.1 million, compared with $9.9 million in fiscal 2012 and $5.5 million in fiscal 2011. Investments in property, plant and equipment for fiscal 2013 were $8.9 million, compared with $6.7 million in fiscal 2012 and $5.0 million in fiscal 2011. Investments in promotional displays were $4.8 million in fiscal 2013, compared with $3.3 million in fiscal 2012 and $3.5 million in fiscal 2011. The increased level of investment during fiscal 2013 primarily represents machinery and equipment enhancements to enable production volume to increase and an increase in the number of display units deployed with customers.
During fiscal 2013, the Company’s reduced net cash used for investing activities was driven by the receipt of $6.4 million in proceeds from the sales of assets from closed plants and insurance proceeds of $1.0 million, which more than offset the aggregate $3.6 million increase in outflows for capital expenditures and promotional displays.
The Company generated positive free cash flow (defined as cash provided by operating activities less cash used for investing activities) of $18.4 million during fiscal 2013, compared with $6.1 million in fiscal 2012 and $7.7 million in fiscal 2011. The increase in fiscal 2013 was driven by the net improvements in both cash provided by operating activities and decreased net outflows used for investing activities. The reduction in fiscal 2012 was driven by increased net outflows used for investing activities that more than offset net improvements in cash provided by operating activities.
FINANCING ACTIVITIES
The Company realized a net inflow of $11.9 million from financing activities in fiscal 2013, compared with a $5.1 million inflow in fiscal 2012, and a net outflow of $5.5 million in fiscal 2011. Reductions in the amount of restricted cash drove inflows of approximately $7 million in both fiscal 2013 and 2012. Additional proceeds of $5.9 million were generated during fiscal 2013 from the exercise of stock options. Approximately $1 million was used to repay long-term debt in each of the years in the three-year period ended in fiscal 2013, while fiscal 2012 and 2011 was further impacted by dividend payments to shareholders of $1.3 million and $5.1 million, respectively.
The Company elected to suspend its quarterly dividend during fiscal 2012. The Company ended fiscal 2013 with a record level of nearly $97 million in cash and cash equivalents. The Company is authorized to repurchase up to $93.3 million of its stock under an authorization approved by its Board of Directors in 2007. The Company continues to evaluate its cash on hand and prospects for future cash generation, and compare these against its go-forward reinvestment plans for future capital expenditures. Although the evaluation of its future capital expenditures is ongoing, the Company expects that it will make repurchases of its common stock from time to time during fiscal 2014.
The Company can borrow up to $35 million under the Wells Fargo credit facility, subject to a maximum borrowing base equal to 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value (each as defined in the agreement). At April 30, 2013, $10 million of loans and $3.7 million of letters of credit were outstanding under the Wells Fargo facility.
An amendment to the revolving credit facility and modifications to related security arrangements completed on March 18, 2013 eliminated the requirement that 50% of the Company’s outstanding indebtedness and other obligations to Wells Fargo be secured by cash and securities held in certain of the Company’s accounts with Wells Fargo. The Company’s outstanding indebtedness and other obligations to Wells Fargo are secured by substantially all of the Company’s assets. The Company can borrow under the revolving credit facility up to the lesser of $35 million or the maximum borrowing base (which equals 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value, each as defined in the agreement) less any outstanding loan balance. Any outstanding loan balance bears interest at the London Interbank Offered Rate (LIBOR) (0.25% at April 30, 2013) plus 2.625%. Under the terms of the revolving credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net
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worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.25 to 1.0 measured on a rolling four-quarter basis; (3) maintain at least $1.00 in net income for the fiscal quarter ending April 30, 2013 and at least $1.00 in net income on a rolling four-quarter basis for the fiscal quarter ending July 31, 2013; and comply with other customary affirmative and negative covenants.
The Company was in compliance with all covenants specified in the amended credit facility as of April 30, 2013, as follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2013 was 1.0 to 1.0; (2) cash flow to fixed charges for its most recent four quarters was 2.72 to 1.0; and (3) its net income for the fiscal quarter ended April 30, 2013 was $5.2 million.
The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the Company is in compliance with these covenants.
Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for fiscal 2014.
The timing of the Company’s contractual obligations as of April 30, 2013 is summarized in the table below:
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||||||||||
| (in thousands) | Total Amounts | 2014 | 2015-2016 | 2017-2018 | 2019 and Thereafter | |||||||||||||||
| Revolving credit facility | $ | 10,000 | $ | -- | $ | 10,000 | $ | -- | $ | -- | ||||||||||
| Economic development loans | 3,480 | -- | -- | -- | 3,480 | |||||||||||||||
| Term loans | 3,530 | 349 | 763 | 2,418 | -- | |||||||||||||||
| Capital lease obligations | 7,739 | 806 | 1,689 | 1,356 | 3,888 | |||||||||||||||
Interest on long-term debt1 | 2,622 | 659 | 1,113 | 488 | 362 | |||||||||||||||
| Operating lease obligations | 10,926 | 3,411 | 5,870 | 1,553 | 92 | |||||||||||||||
Pension contributions2 | 33,208 | 2,258 | 10,020 | 15,700 | 5,230 | |||||||||||||||
| Total | $ | 71,505 | $ | 7,483 | $ | 29,455 | $ | 21,515 | $ | 13,052 | ||||||||||
1 Interest commitments under interest bearing debt consist of interest under the Company’s primary loan agreement, term loans and capitalized lease agreements. Amounts outstanding under the Company’s revolving credit facility, $10 million at April 30, 2013, bear a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 2.625%. Interest under the Company’s term loans and capitalized lease agreements is fixed at rates between 2% and 6.5%. Interest commitments under interest bearing debt for the Company’s revolving credit facility are at LIBOR plus the spread as of April 30, 2013, throughout the remaining term of the facility. |
2 The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond fiscal 2019 have not been determined at this time. |
MARKET RISKS
The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.
The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.
On April 30, 2013, the Company had no material exposure to changes in interest rates for its debt agreements.
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The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity price or interest rate risks.
For additional discussion of risks that could affect the Company and its business, see “Forward-Looking Statements” above and “Risk Factors” in the Company’s most recent annual report on Form 10-K filed with the SEC.
OFF-BALANCE SHEET ARRANGEMENTS
As of April 30, 2013 and 2012, the Company had no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
Management has chosen accounting policies that are necessary to give reasonable assurance that the Company’s operational results 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 included in this annual report. The following discussion addresses the accounting policies that management believes have the greatest potential impact on the presentation of the financial condition and operating results of the Company for the periods being reported and that require the most judgment.
Management regularly reviews these critical accounting policies and estimates with the Audit Committee of the Board of Directors.
Long-lived Asset Impairment. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For purposes of assessing if impairment exists, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. To determine whether an impairment has occurred, the Company compares estimates of the future undiscounted net cash flows of groups of assets to their carrying values. The Company has not recognized impairments of long-lived assets in the last three years other than the impairments related to restructuring activities.
Revenue Recognition. The Company utilizes signed sales agreements that provide for transfer of title to the customer upon delivery. 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.
The Company recognizes revenue based on the invoice price less allowances for sales returns, cash discounts and other deductions as required under U.S. generally accepted accounting principles (GAAP). Collection is reasonably assured as determined through an analysis of accounts receivable data, including historical product returns and the evaluation of each customer’s ability to pay. Allowances for sales returns are based on the historical relationship between shipments and returns. The Company believes that its 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 each balance sheet date based on estimates for a variety of factors that influence the Company’s ultimate cost. In the event that actual experience is substantially different from the estimates, the financial results for the period could be adversely affected. 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.
Pensions. The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees hired prior to April 30, 2012.
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Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salary defined benefit pension plans.
The estimated expense, benefits and pension obligations of these plans are determined using various assumptions. The most significant assumptions are the long-term expected rate of return on plan assets and the discount rate used to determine the present value of the pension obligations. In fiscal 2013 and 2012, the Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe Yield Curve. In fiscal 2011, the Company referred to the Hewitt Above Median Yield Curve in establishing the discount rate. This change was caused by the merger of Aon and Hewitt and the corresponding elimination of the Hewitt Above Median Yield Curve. The Company believes that using a yield curve approach 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. The long-term expected rate of return on plan assets reflects the current mix of the plan assets invested in equities and bonds.
The following is a summary of the potential impact of a hypothetical 1% change in actuarial assumptions for the discount rate, 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 | $ | (1.1 | ) | $ | 1.1 | |||
| Effect on projected pension benefit obligation | $ | (21.1 | ) | $ | 26.9 | |||
Pension expense for fiscal 2013 and the assumptions used in that calculation are presented in Note H of the Consolidated Financial Statements. At April 30, 2013, the discount rate was 4.21% compared with 4.66% at April 30, 2012. The expected return on plan assets was 7.5% at both April 30, 2013, and April 30, 2012. The assumed rate of increase in compensation levels was 4.0% for the fiscal years ended April 30, 2012 and 2011. The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans as of that date.
The projected performance of the Company’s 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 most material deviations between results based on assumptions and the actual plan performance have resulted from changes to the discount rate used to measure the plans’ benefit obligations and the actual return on plan assets. Accounting guidelines require the discount rate to be set to market at each annual measurement date. From the fiscal 2011 to fiscal 2012 measurement dates, the discount rate decreased from 5.66% at April 30, 2011 to 4.66% at April 30, 2012, which caused an actuarial loss of $26.3 million. From the fiscal 2012 to fiscal 2013 measurement dates, the discount rate decreased from 4.66% to 4.21% which caused an actuarial loss of $10.8 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 life expectancy of the plans’ active participants. The actual rates of return on plan assets realized, net of investment manager fees, were 10.2%, 3.1% and 11.9% for fiscal 2013, 2012 and 2011, respectively.
The fair value of plan assets at April 30, 2013 was $95.7 million compared with $85.7 million at April 30, 2012. The Company’s projected benefit obligation exceeded plan assets by $53.7 million in fiscal 2013 and by $50.5 million in fiscal 2012. The $3.2 million increase in the Company’s net under-funded position during fiscal 2013 was primarily driven by the Company’s $10.8 million actuarial losses, offset in part by a higher return on plan assets and Company contributions. The Company expects its pension expense to decrease from $0.6 million in fiscal 2013 to $0.2 million in fiscal 2014, due primarily to a higher expected return on plan assets. The Company expects to contribute $2.3 million to its pension plans in fiscal 2014, which represents required funding. The Company made contributions of $4.9 million to its pension plans in fiscal 2013.
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Promotional Displays. The Company invests in promotional displays in retail stores to demonstrate product features, product and 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 to 36 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 Company’s 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 two months of the original shipment date.
Stock-Based Compensation Expense. The calculation of stock-based compensation expense involves estimates that require management’s judgment. These estimates include the fair value of each stock option and restricted stock unit award granted. Stock option awards are 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 Company’s 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 Company’s stock option plans and represents the period of time that stock option awards granted are expected to be outstanding.
For performance-based restricted stock units, the Company estimates the number of shares that will be granted upon satisfaction of the performance conditions, based upon actual and expected future operating results. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of significant management judgment. As a result, if factors change or 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 Company’s 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.
Valuation of Deferred Tax Assets. The Company regularly considers the need for a valuation allowance against its deferred tax assets. Based upon the Company’s analysis at April 30, 2013 and 2012, the Company determined in each case that a valuation allowance was not required. The Company considered all available evidence, both positive and negative, in determining the need for a valuation allowance. Based upon this analysis, management determined that it is more likely than not that the Company’s deferred tax assets will be realized through expected future income and the reversal of taxable temporary differences. The Company will continue to update this analysis on a periodic basis and changes in expectations about future income or the timing of the reversal of taxable temporary differences could cause the Company to record a valuation allowance in a future period.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The ASU does not change the current requirements for reporting net income or other comprehensive income in
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financial statements. The ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2012. The adoption of ASU 2013-02 is not expected to have a significant impact on the Company’s results of operations or financial position.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. Additionally, ASU 2011-05 eliminates the option to present comprehensive income and its components as part of the statement of shareholders’ equity. The ASU does not change the items that must be reported in other comprehensive income. The Company adopted this guidance effective May 1, 2012 and now includes Statements of Comprehensive Income (Loss) in its financial statements.
In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date of Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05.” The amendments were made to allow FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income.
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.
On April 30, 2013, the Company had no material exposure to changes in interest rates for its debt agreements.
The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity price or interest rate risks.
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| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
CONSOLIDATED BALANCE SHEETS
| APRIL 30 | ||||||||
| (in thousands, except share and per share data) | 2013 | 2012 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 96,971 | $ | 66,620 | ||||
| Customer receivables, net | 39,044 | 32,533 | ||||||
| Inventories | 29,338 | 22,340 | ||||||
| Prepaid expenses and other | 3,084 | 2,523 | ||||||
| Deferred income taxes | 9,481 | 7,086 | ||||||
| Total Current Assets | 177,918 | 131,102 | ||||||
| Property, plant and equipment, net | 74,064 | 75,375 | ||||||
| Restricted cash | -- | 7,064 | ||||||
| Promotional displays, net | 5,811 | 5,073 | ||||||
| Deferred income taxes | 29,262 | 34,969 | ||||||
| Other assets | 6,938 | 11,538 | ||||||
| TOTAL ASSETS | $ | 293,993 | $ | 265,121 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 23,306 | $ | 19,492 | ||||
| Current maturities of long-term debt | 1,155 | 875 | ||||||
| Accrued compensation and related expenses | 26,213 | 21,963 | ||||||
| Accrued marketing expenses | 10,159 | 8,756 | ||||||
| Other accrued expenses | 8,275 | 8,135 | ||||||
| Total Current Liabilities | 69,108 | 59,221 | ||||||
| Long-term debt, less current maturities | 23,594 | 23,790 | ||||||
| Defined benefit pension liabilities | 53,696 | 50,547 | ||||||
| Other long-term liabilities | 1,400 | 1,543 | ||||||
| Shareholders' Equity | ||||||||
| Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued | -- | -- | ||||||
| Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at April 30, 2013: 14,822,580, at April 30, 2012: 14,395,273 | 107,165 | 96,205 | ||||||
| Retained earnings | 71,180 | 61,422 | ||||||
| Accumulated other comprehensive loss - | ||||||||
| Defined benefit pension plans | (32,150 | ) | (27,607 | ) | ||||
| Total Shareholders' Equity | 146,195 | 130,020 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 293,993 | $ | 265,121 | ||||
| See notes to consolidated financial statements. | ||||||||
21
CONSOLIDATED STATEMENTS OF OPERATIONS
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| (in thousands, except per share data) | 2013 | 2012 | 2011 | |||||||||
| Net sales | $ | 630,437 | $ | 515,814 | $ | 452,589 | ||||||
| Cost of sales and distribution | 527,781 | 449,339 | 399,838 | |||||||||
| Gross Profit | 102,656 | 66,475 | 52,751 | |||||||||
| Selling and marketing expenses | 57,402 | 58,271 | 61,034 | |||||||||
| General and administrative expenses | 27,575 | 25,329 | 22,709 | |||||||||
| Restructuring charges | 1,433 | 16,321 | 62 | |||||||||
| Insurance proceeds | (975 | ) | -- | -- | ||||||||
| Operating Income (Loss) | 17,221 | (33,446 | ) | (31,054 | ) | |||||||
| Interest expense | 643 | 527 | 572 | |||||||||
| Other income | (162 | ) | (685 | ) | (1,666 | ) | ||||||
| Income (Loss) Before Income Taxes | 16,740 | (33,288 | ) | (29,960 | ) | |||||||
| Income tax expense (benefit) | 6,982 | (12,502 | ) | (9,942 | ) | |||||||
| Net Income (Loss) | $ | 9,758 | $ | (20,786 | ) | $ | (20,018 | ) | ||||
| SHARE INFORMATION | ||||||||||||
| Earnings (loss) per share | ||||||||||||
| Basic | $ | 0.67 | $ | (1.45 | ) | $ | (1.40 | ) | ||||
| Diluted | 0.66 | (1.45 | ) | (1.40 | ) | |||||||
| Cash dividends per share | 0.00 | 0.09 | 0.36 | |||||||||
| See notes to consolidated financial statements. | ||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| (in thousands) | 2013 | 2012 | 2011 | |||||||||
| Net income (loss) | $ | 9,758 | $ | (20,786 | ) | $ | (20,018 | ) | ||||
| Other comprehensive loss net of tax: | ||||||||||||
| Change in pension benefits, net of deferred taxes | ||||||||||||
| of $2,905, $3,624 and $294, respectively | (4,543 | ) | (5,669 | ) | (460 | ) | ||||||
| Total Comprehensive Income (Loss) | $ | 5,215 | $ | (26,455 | ) | $ | (20,478 | ) | ||||
| See notes to consolidated financial statements. | ||||||||||||
22
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| ACCUMULATED | ||||||||||||||||||||
| OTHER | TOTAL | |||||||||||||||||||
| COMMON STOCK | RETAINED | COMPREHENSIVE | SHAREHOLDERS' | |||||||||||||||||
| (in thousands, except share data) | SHARES | AMOUNT | EARNINGS | LOSS | EQUITY | |||||||||||||||
| Balance, May 1, 2010 | 14,205,462 | $ | 88,153 | $ | 108,643 | $ | (21,478 | ) | $ | 175,318 | ||||||||||
| Net loss | (20,018 | ) | (20,018 | ) | ||||||||||||||||
| Other comprehensive loss, | ||||||||||||||||||||
| net of tax | (460 | ) | (460 | ) | ||||||||||||||||
| Stock-based compensation | 3,995 | 3,995 | ||||||||||||||||||
| Adjustments to excess tax | ||||||||||||||||||||
| benefit from stock-based | ||||||||||||||||||||
| compensation | (1,347 | ) | (1,347 | ) | ||||||||||||||||
| Cash dividends | (5,130 | ) | (5,130 | ) | ||||||||||||||||
| Exercise of stock-based | ||||||||||||||||||||
| compensation awards | 27,401 | 394 | 394 | |||||||||||||||||
| Employee benefit plan | ||||||||||||||||||||
| contributions | 62,677 | 1,213 | 1,213 | |||||||||||||||||
| Balance, April 30, 2011 | 14,295,540 | $ | 92,408 | $ | 83,495 | $ | (21,938 | ) | $ | 153,965 | ||||||||||
| Net loss | (20,786 | ) | (20,786 | ) | ||||||||||||||||
| Other comprehensive loss, | ||||||||||||||||||||
| net of tax | (5,669 | ) | (5,669 | ) | ||||||||||||||||
| Stock-based compensation | 3,413 | 3,413 | ||||||||||||||||||
| Adjustments to excess tax | ||||||||||||||||||||
| benefit from stock-based | ||||||||||||||||||||
| compensation | (859 | ) | (859 | ) | ||||||||||||||||
| Cash dividends | (1,287 | ) | (1,287 | ) | ||||||||||||||||
| Exercise of stock-based | ||||||||||||||||||||
| compensation awards | 19,410 | 12 | 12 | |||||||||||||||||
| Employee benefit plan | ||||||||||||||||||||
| contributions | 80,323 | 1,231 | 1,231 | |||||||||||||||||
| Balance, April 30, 2012 | 14,395,273 | $ | 96,205 | $ | 61,422 | $ | (27,607 | ) | $ | 130,020 | ||||||||||
| Net income | 9,758 | 9,758 | ||||||||||||||||||
| Other comprehensive loss, | ||||||||||||||||||||
| net of tax | (4,543 | ) | (4,543 | ) | ||||||||||||||||
| Stock-based compensation | 3,509 | 3,509 | ||||||||||||||||||
| Adjustments to excess tax | ||||||||||||||||||||
| benefit from stock-based | ||||||||||||||||||||
| compensation | (650 | ) | (650 | ) | ||||||||||||||||
| Exercise of stock-based | ||||||||||||||||||||
| compensation awards | 328,490 | 5,768 | 5,768 | |||||||||||||||||
| Employee benefit plan | ||||||||||||||||||||
| contributions | 98,817 | 2,333 | 2,333 | |||||||||||||||||
| Balance, April 30, 2013 | 14,822,580 | $ | 107,165 | $ | 71,180 | $ | (32,150 | ) | $ | 146,195 | ||||||||||
| See notes to consolidated financial statements. | ||||||||||||||||||||
23
CONSOLIDATED STATEMENTS OF CASH FLOWS
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| (in thousands) | 2013 | 2012 | 2011 | |||||||||
| OPERATING ACTIVITIES | ||||||||||||
| Net income (loss) | $ | 9,758 | $ | (20,786 | ) | $ | (20,018 | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided | ||||||||||||
| by operating activities: | ||||||||||||
| Depreciation and amortization | 14,431 | 23,387 | 26,703 | |||||||||
| Net loss on disposal of property, plant and equipment | 231 | 180 | 209 | |||||||||
| Impairment loss related to restructuring activities | 270 | 7,913 | -- | |||||||||
| (Gain) loss on sales of assets held for sale | (481 | ) | 111 | (982 | ) | |||||||
| Gain on insurance recoveries | (975 | ) | -- | -- | ||||||||
| Stock-based compensation expense | 3,509 | 3,413 | 3,995 | |||||||||
| Deferred income taxes | 5,789 | (12,290 | ) | (8,185 | ) | |||||||
| Pension contributions (in excess of) less than expense | (4,299 | ) | 4,528 | 6,907 | ||||||||
| Tax benefit from stock-based compensation | (18 | ) | -- | (80 | ) | |||||||
| Other non-cash items | 944 | 867 | (971 | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Customer receivables | (6,825 | ) | (1,533 | ) | (3,514 | ) | ||||||
| Inventories | (7,068 | ) | 115 | 331 | ||||||||
| Prepaid expenses and other assets | (1,669 | ) | (320 | ) | 5,709 | |||||||
| Accounts payable | 3,814 | 923 | 4,534 | |||||||||
| Accrued compensation, marketing and other accrued expenses | 7,116 | 9,545 | (1,442 | ) | ||||||||
| Net Cash Provided by Operating Activities | 24,527 | 16,053 | 13,196 | |||||||||
| INVESTING ACTIVITIES | ||||||||||||
| Payments to acquire property, plant and equipment | (8,860 | ) | (6,679 | ) | (4,952 | ) | ||||||
| Proceeds from sales of property, plant and equipment | 80 | 15 | 3 | |||||||||
| Proceeds from sales of assets held for sale | 6,447 | 56 | 2,939 | |||||||||
| Proceeds from insurance recoveries | 975 | -- | -- | |||||||||
| Investment in promotional displays | (4,759 | ) | (3,310 | ) | (3,456 | ) | ||||||
| Net Cash Used by Investing Activities | (6,117 | ) | (9,918 | ) | (5,466 | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||||
| Payments of long-term debt | (1,019 | ) | (1,021 | ) | (892 | ) | ||||||
| Change in restricted cash | 7,064 | 7,355 | -- | |||||||||
| Tax benefit from stock-based compensation | 18 | -- | 80 | |||||||||
| Proceeds from issuance of common stock and other | 5,878 | 18 | 399 | |||||||||
| Payment of dividends | -- | (1,287 | ) | (5,130 | ) | |||||||
| Net Cash Provided (Used) by Financing Activities | 11,941 | 5,065 | (5,543 | ) | ||||||||
| Net Increase in Cash and Cash Equivalents | 30,351 | 11,200 | 2,187 | |||||||||
| Cash and Cash Equivalents, Beginning of Year | 66,620 | 55,420 | 53,233 | |||||||||
| Cash and Cash Equivalents, End of Year | $ | 96,971 | $ | 66,620 | $ | 55,420 | ||||||
| See notes to consolidated financial statements. | ||||||||||||
24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A -- Summary of Significant Accounting Policies
The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company's products are sold across the United States through a network of independent dealers and distributors and directly to home centers and major builders.
The following is a description of the Company’s 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.
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: Cost of sales and distribution includes all costs associated with the manufacture and distribution of the Company’s products including the costs of shipping and handling.
Advertising Costs: Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2013, 2012 and 2011 were $36.5 million, $37.4 million and $30.0 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 $38.9 million and $31.8 million at April 30, 2013 and 2012, 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 years 2013, 2012 and 2011, the Company concluded no impairment existed, except for impairments related to restructuring activities.
Promotional Displays: The Company invests in promotional displays in retail stores to demonstrate product features, product 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 Company's investment in promotional displays is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over periods of 30 to 36 months (the estimated period of benefit). Promotional display amortization expense for fiscal years 2013, 2012 and 2011 was $4.0 million, $5.6 million and $7.9 million, respectively, and is included in selling and marketing expenses.
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. At each reporting date, the Company evaluates the need for a valuation allowance to adjust deferred tax assets and liabilities to an amount that more likely than not will be realized.
25
Pensions: The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees hired before April 30, 2012. Both defined benefit pension plans were frozen effective April 30, 2012. The Company recognizes the overfunded or underfunded status of its defined benefit pension plans, measured as the difference between the fair value of plan assets and the benefit obligation, in its consolidated balance sheets. The Company also recognizes the actuarial gains and losses and the prior service costs, credits and transition costs as a component of other comprehensive income (loss), net of tax.
Stock-Based Compensation: The Company recognizes stock-based compensation expense based on the grant date fair value over the requisite service period.
Recent Accounting Pronouncements: In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. The ASU is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2012. The adoption of ASU 2013-02 is not expected to have a significant impact on the Company’s results of operations or financial position.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. Additionally, ASU 2011-05 eliminates the option to present comprehensive income and its components as part of the statement of shareholders’ equity. The ASU does not change the items that must be reported in other comprehensive income. The Company adopted this guidance effective May 1, 2012 and now includes Statements of Comprehensive Income (Loss) in its financial statements.
In December 2011, the FASB issued ASU No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date of Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05.” The amendments were made to allow FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income.
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 each reporting period. Actual results could differ from those estimates.
Note B -- Customer Receivables
The components of customer receivables were:
| APRIL 30 | ||||||||
| (in thousands) | 2013 | 2012 | ||||||
| Gross customer receivables | $ | 41,397 | $ | 34,572 | ||||
| Less: | ||||||||
| Allowance for doubtful accounts | (148 | ) | (93 | ) | ||||
| Allowance for returns and discounts | (2,205 | ) | (1,946 | ) | ||||
| Net customer receivables | $ | 39,044 | $ | 32,533 | ||||
26
Note C -- Inventories
The components of inventories were:
| APRIL 30 | ||||||||
| (in thousands) | 2013 | 2012 | ||||||
| Raw materials | $ | 11,823 | $ | 9,412 | ||||
| Work-in-process | 17,170 | 14,543 | ||||||
| Finished goods | 11,318 | 8,734 | ||||||
| Total FIFO inventories | 40,311 | 32,689 | ||||||
| Reserve to adjust inventories to LIFO value | (10,973 | ) | (10,349 | ) | ||||
| Total LIFO inventories | $ | 29,338 | $ | 22,340 | ||||
There was no liquidation of LIFO based inventories in fiscal 2013 to impact net income. After tax losses were impacted by $125,000 and $34,000 in fiscal years 2012 and 2011, respectively, as a result of liquidation of LIFO based inventories.
Note D -- Property, Plant and Equipment
The components of property, plant and equipment were:
| APRIL 30 | ||||||||
| (in thousands) | 2013 | 2012 | ||||||
| Land | $ | 5,929 | $ | 5,929 | ||||
| Buildings and improvements | 65,245 | 65,750 | ||||||
| Buildings and improvements - capital leases | 11,202 | 11,202 | ||||||
| Machinery and equipment | 177,393 | 169,406 | ||||||
| Machinery and equipment - capital leases | 26,966 | 26,685 | ||||||
| Construction in progress | 1,494 | 2,908 | ||||||
| 288,229 | 281,880 | |||||||
| Less accumulated amortization and depreciation | (214,165 | ) | (206,505 | ) | ||||
| Total | $ | 74,064 | $ | 75,375 | ||||
Amortization and depreciation expense on property, plant and equipment amounted to $9.2 million, $16.8 million and $18.1 million in fiscal years 2013, 2012 and 2011, respectively. Accumulated amortization on capital leases included in the above table amounted to $26.6 million as of both April 30, 2013 and 2012.
27
Note E -- Loans Payable and Long-Term Debt
Maturities of long-term debt are as follows:
| FISCAL YEARS ENDING APRIL 30 | ||||||||||||||||||||||||||||
| (in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 AND THERE- AFTER | TOTAL OUTSTAND- ING | |||||||||||||||||||||
| Revolving credit facility | $ | -- | $ | -- | $ | 10,000 | $ | -- | $ | -- | $ | -- | $ | 10,000 | ||||||||||||||
| Economic development loans | -- | -- | -- | -- | -- | 3,480 | 3,480 | |||||||||||||||||||||
| Term loans | 349 | 370 | 393 | 411 | 2,007 | -- | 3,530 | |||||||||||||||||||||
| Capital lease obligations | 806 | 835 | 854 | 763 | 593 | 3,888 | 7,739 | |||||||||||||||||||||
| Total | $ | 1,155 | $ | 1,205 | $ | 11,247 | $ | 1,174 | $ | 2,600 | $ | 7,368 | $ | 24,749 | ||||||||||||||
| Less current maturities | $ | 1,155 | ||||||||||||||||||||||||||
| Total long-term debt | $ | 23,594 | ||||||||||||||||||||||||||
The Company’s primary loan agreement is a $35 million secured revolving credit facility which expires on December 31, 2015 with Wells Fargo Bank, N.A. (Wells Fargo). The Company incurs a fee for amounts not used under the revolving credit facility. Fees paid by the Company related to non-usage of its current and former credit facilities have been included in interest expense and were $61,000, $54,158 and $54,002 for fiscal years 2013, 2012 and 2011, respectively.
An amendment to the revolving credit facility and modifications to related security arrangements completed on March 18, 2013 eliminated the requirement that 50% of the Company’s outstanding indebtedness and other obligations to Wells Fargo be secured by cash and securities held in certain of the Company’s accounts with Wells Fargo. The Company’s outstanding indebtedness and other obligations to Wells Fargo are secured by substantially all of the Company’s assets. The Company can borrow under the revolving credit facility up to the lesser of $35 million or the maximum borrowing base (which equals 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value, each as defined in the agreement) less any outstanding loan balance. Any outstanding loan balance bears interest at the London Interbank Offered Rate (LIBOR) (0.25% at April 30, 2013) plus 2.625%. Under the terms of the revolving credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.25 to 1.0 measured on a rolling four-quarter basis; (3) maintain at least $1.00 in net income for the fiscal quarter ending April 30, 2013 and at least $1.00 in net income on a rolling four-quarter basis for the fiscal quarter ending July 31, 2013; and comply with other customary affirmative and negative covenants.
The Company was in compliance with all covenants specified in the amended revolving credit facility as of April 30, 2013, as follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2013 was 1.0 to 1.0; (2) cash flow to fixed charges for its most recent four quarters was 2.72 to 1.0; and (3) its net income for the fiscal quarter ended April 30, 2013 was $5.2 million.
The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the Company is in compliance with these covenants.
In 2009, the Company entered into a loan agreement with the Board of County Commissioners of Garrett County as part of the Company’s capital investment in land located in Garrett County, Maryland. This loan agreement is secured by a Deed of Trust on the property and bears interest at a fixed rate of 3%. The agreement defers principal
28
and interest during the term of the obligation and forgives any outstanding balance at December 31, 2019, if the Company complies with certain employment levels. The outstanding balance as of April 30, 2013 and 2012 was $1,290,000.
In 2005, the Company entered into two separate loan agreements with the Maryland Economic Development Corporation and the County Commissioners of Allegany County as part of the Company’s capital investment and operations at the Allegany County, Maryland site. These loan agreements were amended in 2013 and 2008. The aggregate balance of these loan agreements was $2,190,000 and $2,234,000 for fiscal years ended April 30, 2013 and 2012, respectively. The loan agreements expire at December 31, 2018 and bear interest at a fixed rate of 3% per annum. 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, 2018, 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. Coalfields Regional Industrial Authority, Inc.) as part of the Company’s 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% per annum. 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 amounts owed as of April 30, 2013 and 2012 were $3,530,000 and $3,858,000, respectively.
In 2013 and 2012, the Company entered into a total of six capitalized lease agreements in the aggregate amount of $639,000 with First American Financial Bancorp related to financing computer equipment. Each lease has a term of 48 months and an interest rate of 6.5%. The leases require quarterly rental payments. The aggregate outstanding amount under all of these leases as of April 30, 2013 and 2012 was $545,000 and $95,000, respectively.
During 2013, the Company entered into five capitalized lease agreements in the aggregate amount of $568,000 with e-Plus Group related to financing computer equipment. Each lease has a term of 51 months and an interest rate of 6.5%. The leases require monthly rental payments. The aggregate outstanding amount under all of these leases as of April 30, 2013 was $529,000.
In 2004, the Company entered into a lease agreement with the West Virginia Economic Development Authority as part of the Company’s 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 June 30, 2024, bearing interest at a fixed rate of 2% per annum. The lease requires monthly rental payments. The outstanding amounts owed as of April 30, 2013 and 2012 were $6,665,000 and $7,188,000, respectively.
Certain of the Company's 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 Company’s 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 and capital leases at April 30, 2013.
Interest paid under the Company’s loan agreements and capital leases during fiscal years 2013, 2012 and 2011 was $576,000, $453,000 and $467,000, respectively.
29
Note F -- Earnings (Loss) Per Share
The following table summarizes the computations of basic and diluted earnings (loss) per share:
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| (in thousands, except per share amounts) | 2013 | 2012 | 2011 | |||||||||
| Numerator used in basic and diluted earnings (loss) per common share: | ||||||||||||
| Net income (loss) | $ | 9,758 | $ | (20,786 | ) | $ | (20,018 | ) | ||||
| Denominator: | ||||||||||||
| Denominator for basic earnings (loss) per common share - | ||||||||||||
| weighted-average shares | 14,563 | 14,344 | 14,252 | |||||||||
| Effect of dilutive securities: | ||||||||||||
| Stock options and restricted stock units | 270 | -- | -- | |||||||||
| Denominator for diluted earnings (loss) per common share - | ||||||||||||
| weighted-average shares and assumed conversions | 14,833 | 14,344 | 14,252 | |||||||||
| Net earnings (loss) per share | ||||||||||||
| Basic | $ | 0.67 | $ | (1.45 | ) | $ | (1.40 | ) | ||||
| Diluted | $ | 0.66 | $ | (1.45 | ) | $ | (1.40 | ) | ||||
Potentially dilutive shares of 1.0 million, 1.8 million and 1.7 million issuable under the Company’s stock incentive plans have been excluded from the calculation of net earnings (loss) per share for the fiscal years ended April 30, 2013, 2012 and 2011, respectively, as the effect would be anti-dilutive.
Note G – Stock-Based Compensation
The Company has two types of stock-based compensation awards in effect for its employees and directors. The Company has issued stock options since 1986 and restricted stock units (RSUs) since fiscal 2010. Total compensation expense related to stock-based awards for the fiscal years ended April 30, 2013, 2012 and 2011 was $3.5 million, $3.4 million and $4.0 million, respectively. The Company recognizes stock-based compensation costs net of an estimated forfeiture rate for those shares expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the forfeiture rates based upon its historical experience.
At April 30, 2013, the Company had stock option and RSU awards outstanding under four different plans: (1) 1999 stock option plan for employees; (2) amended and restated 2004 stock incentive plan for employees; (3) 2006 non-employee directors equity ownership plan; and (4) 2011 non-employee directors equity ownership plan. As of April 30, 2013, there were 1,133,999 shares of common stock available for future stock-based compensation awards under the Company’s stock incentive plans.
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 Company’s 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 Company’s 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 Company’s stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from the Company’s 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 to ten years for non-employee directors, as well as the vesting period of an award, which is typically three years. 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.
For purposes of determining the fair value of RSUs, the Company uses the closing stock price of its common stock as reported on the NASDAQ Global Select Market on the date of grant, reduced by the discounted value of future
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expected dividend payments during the vesting period, since the recipients are not entitled to dividends during the vesting period. The fair value of the Company’s RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is probable the related performance criteria, if any, will be met. 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 vesting period of the RSU grant.
The weighted-average assumptions and valuation of the Company’s stock options were as follows:
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| Weighted-average fair value of grants | $ | 7.39 | $ | 5.43 | $ | 8.87 | ||||||
| Expected volatility | 42.5 | % | 35.1 | % | 49.1 | % | ||||||
| Expected term in years | 6.1 | 6.0 | 6.2 | |||||||||
| Risk-free interest rate | 1.09 | % | 2.24 | % | 2.64 | % | ||||||
| Expected dividend yield | 0.0 | % | 2.0 | % | 1.7 | % | ||||||
Stock Option Activity
Stock options granted and outstanding under each of the Company’s plans vest evenly over a three-year period and have contractual terms of ten years. The exercise price of all stock options granted is equal to the fair market value of the Company’s common stock on the option grant date.
The following table presents a summary of the Company’s stock option activity for the fiscal years ended April 30, 2013, 2012 and 2011 (remaining contractual term in years and exercise prices are weighted-averages):
| NUMBER OF OPTIONS | REMAINING CONTRACTUAL TERM | WEIGHTED AVERAGE EXERCISE PRICE | AGGREGATE INTRINSIC VALUE (in thousands) | |||||||||||||
| Outstanding at April 30, 2010 | 2,105,515 | 5.6 | $ | 29.03 | $ | 295 | ||||||||||
| Granted | 115,000 | 9.1 | 20.87 | -- | ||||||||||||
| Exercised | (27,000 | ) | -- | 14.80 | 216 | |||||||||||
| Cancelled or expired | (588,159 | ) | -- | 29.58 | -- | |||||||||||
| Outstanding at April 30, 2011 | 1,605,356 | 5.7 | $ | 28.48 | $ | 29 | ||||||||||
| Granted | 130,000 | 9.1 | 18.16 | -- | ||||||||||||
| Exercised | (1,200 | ) | -- | 14.93 | 6 | |||||||||||
| Cancelled or expired | (109,396 | ) | -- | 28.82 | -- | |||||||||||
| Outstanding at April 30, 2012 | 1,624,760 | 5.1 | $ | 27.64 | $ | -- | ||||||||||
| Granted | 125,000 | 9.1 | 17.62 | -- | ||||||||||||
| Exercised | (251,799 | ) | -- | 23.35 | 1,868 | |||||||||||
| Cancelled or expired | (96,148 | ) | -- | 31.03 | -- | |||||||||||
| Outstanding at April 30, 2013 | 1,401,813 | 4.8 | $ | 27.27 | $ | 9,272 | ||||||||||
| Vested and expected to vest in the future at April 30, 2013 | 1,375,039 | 4.7 | $ | 27.43 | $ | 8,871 | ||||||||||
| Exercisable at April 30, 2013 | 1,156,809 | 4.0 | $ | 29.17 | $ | 5,509 | ||||||||||
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The aggregate intrinsic value in the previous table of the outstanding options on April 30, 2013 represents the total pre-tax intrinsic value (the excess, if any, of the Company’s closing stock price on the last trading day of fiscal 2013 over the exercise price, multiplied by the number of in-the-money options) of the shares of the Company’s common stock that would have been received by the option holders had all option holders exercised their options on April 30, 2013. This amount changes based upon the fair market value of the Company’s common stock. The total fair value of options vested for the fiscal years ended April 30, 2013, 2012 and 2011 was $1.2 million, $2.4 million and $3.3 million, respectively.
As of April 30, 2013, there was $0.9 million of total unrecognized compensation expense related to unvested stock options granted under the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period of 1.8 years.
Cash received from option exercises for the fiscal years ended April 30, 2013, 2012 and 2011, was an aggregate of $5.9 million, $0.0 million and $0.4 million, respectively. The actual tax benefit realized for the tax deduction from option exercises of stock option awards totaled $729,000, $3,000 and $84,000 for the fiscal years ended April 30, 2013, 2012 and 2011, respectively.
The following table summarizes information about stock options outstanding at April 30, 2013 (remaining lives in years and exercise prices are weighted-averages):
| OPTIONS OUTSTANDING | OPTIONS EXERCISABLE | |||||||||||||||||||||
| OPTION PRICE | REMAINING | EXERCISE | EXERCISE | |||||||||||||||||||
| PER SHARE | OPTIONS | LIFE | PRICE | OPTIONS | PRICE | |||||||||||||||||
| $ | 17.62-$18.16 | 223,334 | 8.7 | $ | 17.86 | 14,998 | $ | 18.16 | ||||||||||||||
| $ | 20.87-$26.85 | 497,467 | 5.0 | 24.05 | 460,799 | 24.30 | ||||||||||||||||
| $ | 28.97-$34.63 | 658,400 | 3.4 | 32.39 | 658,400 | 32.39 | ||||||||||||||||
| $ | 38.37-$42.17 | 22,612 | 1.5 | 41.73 | 22,612 | 41.73 | ||||||||||||||||
| 1,401,813 | 1,156,809 | |||||||||||||||||||||
Restricted Stock Unit Activity:
The Company’s RSUs granted to employees cliff-vest over a three-year period from date of grant, while RSUs granted to non-employee directors vest daily over a two-year period from date of grant. Directors were granted service-based RSUs only, while employees were awarded both service-based and performance-based RSUs (PBRSUs) in fiscal years 2013, 2012 and 2011. The PBRSUs granted in fiscal 2013 are earned based on achievement of a number of goals pertaining to the Company’s operational and financial performance during the performance period of fiscal 2013. Employees who satisfy the vesting criteria will receive a proportional amount of PBRSUs based upon the Compensation Committee’s assessment of the Company’s achievement of the performance criteria.
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The following table contains a summary of the Company’s RSU activity for the fiscal years ended April 30, 2013, 2012 and 2011:
| PERFORMANCE-BASED RSUS | SERVICE-BASED RSUS | TOTAL RSUS | WEIGHTED AVERAGE GRANT DATE FAIR VALUE | |||||||||||||
| Issued and outstanding, April 30, 2010 | 117,900 | 60,500 | 178,400 | $ | 21.99 | |||||||||||
| Granted | 125,475 | 61,825 | 187,300 | $ | 19.25 | |||||||||||
| Cancelled due to non-achievement of performance goals | (63,145 | ) | -- | (63,145 | ) | $ | 22.10 | |||||||||
| Settled in common stock | (364 | ) | (260 | ) | (624 | ) | $ | 22.10 | ||||||||
| Forfeited | (5,296 | ) | (2,965 | ) | (8,261 | ) | $ | 21.96 | ||||||||
| Issued and outstanding, April 30, 2011 | 174,570 | 119,100 | 293,670 | $ | 20.25 | |||||||||||
| Granted | 134,250 | 64,750 | 199,000 | $ | 17.00 | |||||||||||
| Cancelled due to non-achievement of performance goals | (48,870 | ) | -- | (48,870 | ) | $ | 19.81 | |||||||||
| Settled in common stock | (666 | ) | (17,951 | ) | (18,617 | ) | $ | 21.15 | ||||||||
| Forfeited | (22,208 | ) | (10,171 | ) | (32,379 | ) | $ | 19.30 | ||||||||
| Issued and outstanding, April 30, 2012 | 237,076 | 155,728 | 392,804 | $ | 18.75 | |||||||||||
| Granted | 129,075 | 63,025 | 192,100 | $ | 17.76 | |||||||||||
| Cancelled due to non-achievement of performance goals | (24,311 | ) | -- | (24,311 | ) | $ | 17.09 | |||||||||
| Settled in common stock | (49,546 | ) | (58,328 | ) | (107,874 | ) | $ | 20.66 | ||||||||
| Forfeited | (13,189 | ) | (5,425 | ) | (18,614 | ) | $ | 17.91 | ||||||||
| Issued and outstanding, April 30, 2013 | 279,105 | 155,000 | 434,105 | $ | 17.96 | |||||||||||
As of April 30, 2013, there was $2.7 million of total unrecognized compensation expense related to unvested RSUs granted under the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period of 1.7 years.
For the fiscal years ended April 30, 2013, 2012 and 2011 stock-based compensation expense was allocated as follows:
| (in thousands) | 2013 | 2012 | 2011 | |||||||||
| Cost of sales and distribution | $ | 606 | $ | 531 | $ | 735 | ||||||
| Selling and marketing expenses | 859 | 715 | 842 | |||||||||
| General and administrative expenses | 2,044 | 2,167 | 2,418 | |||||||||
| Stock-based compensation expense, before income taxes | $ | 3,509 | $ | 3,413 | $ | 3,995 | ||||||
Note H – Employee Benefit and Retirement Plans
Employee Stock Ownership Plan
In fiscal 1990, the Company instituted the American Woodmark Investment Savings Stock Ownership Plan. Under this plan, all employees who are at least 18 years old and have been employed by the Company for at least six consecutive months are eligible to receive Company stock through a discretionary profit-sharing contribution and a 401(k) matching contribution based upon the employee's contribution to the plan.
Beginning in fiscal 2013, discretionary profit-sharing contributions in the form of Company stock may be made annually. Prior to fiscal 2013, profit-sharing contributions in the form of Company stock were 3% of after-tax earnings, calculated on a quarterly basis. The Company recognized expenses for profit-sharing contributions of
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$293,000 in fiscal 2013. The Company did not make, or recognize any expenses for, discretionary profit-sharing contributions in fiscal years 2012 and 2011.
Prior to fiscal 2013, the Company matched 401(k) contributions in the form of Company stock at 50% of an employee's annual contribution to the plan up to 4% of base earnings for an effective maximum Company contribution of 2% of base earnings. Beginning in fiscal 2013, as part of the realignment of its retirement plans, the Company increased the match on 401(k) contributions in the form of Company stock to 100% of an employee’s annual contribution to the plan up to 4% of base earnings. The expense for 401(k) matching contributions for this plan was $2,547,000, $1,284,000 and $1,272,000, in fiscal years 2013, 2012 and 2011, respectively.
Pension Benefits
The Company has two defined benefit pension plans covering many of the Company’s employees hired prior to April 30, 2012. These plans provide defined benefits based on years of service and final average earnings (for salaried employees) or benefit rate (for hourly employees).
Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salary defined benefit pension plans.
Included in accumulated other comprehensive loss at April 30, 2013 is $52.7 million ($32.1 million net of tax) related to net unrecognized actuarial losses and unrecognized prior service costs that have not yet been recognized in net periodic pension benefit costs. The Company expects to recognize $1.1 million ($0.7 million net of tax) in net actuarial losses in net periodic pension benefit costs during fiscal 2014. 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 Company’s non-contributory defined benefit pension plans as of April 30:
| APRIL 30 | ||||||||
| (in thousands) | 2013 | 2012 | ||||||
| CHANGE IN PROJECTED BENEFIT OBLIGATION | ||||||||
| Projected benefit obligation at beginning of year | $ | 136,264 | $ | 120,059 | ||||
| Service cost | -- | 5,305 | ||||||
| Interest cost | 6,261 | 6,533 | ||||||
| Actuarial losses | 10,801 | 26,318 | ||||||
| Benefits paid | (3,897 | ) | (3,293 | ) | ||||
| Curtailments | -- | (18,658 | ) | |||||
| Projected benefit obligation at end of year | $ | 149,429 | $ | 136,264 | ||||
| CHANGE IN PLAN ASSETS | ||||||||
| Fair value of plan assets at beginning of year | $ | 85,717 | $ | 83,334 | ||||
| Actual return on plan assets | 8,993 | 2,805 | ||||||
| Company contributions | 4,920 | 2,871 | ||||||
| Benefits paid | (3,897 | ) | (3,293 | ) | ||||
| Fair value of plan assets at end of year | $ | 95,733 | $ | 85,717 | ||||
| Funded status of the plans | $ | (53,696 | ) | $ | (50,547 | ) | ||
| Unamortized prior service cost | -- | -- | ||||||
| Unrecognized net actuarial loss | 52,703 | 45,255 | ||||||
| Accrued benefit cost | $ | (993 | ) | $ | (5,292 | ) | ||
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| AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS | ||||||||
| Defined benefit pension liabilities | $ | (53,696 | ) | $ | (50,547 | ) | ||
| Accumulated other comprehensive loss | 52,703 | 45,255 | ||||||
| Net amount recognized | $ | (993 | ) | $ | (5,292 | ) |
The accumulated benefit obligation for both pension plans was $149,429,000 and $136,264,000 at April 30, 2013 and 2012, respectively.
| PENSION BENEFITS | ||||||||||||
| (in thousands) | 2013 | 2012 | 2011 | |||||||||
| COMPONENTS OF NET PERIODIC PENSION BENEFIT COST | ||||||||||||
| Service cost | $ | -- | $ | 5,305 | $ | 4,717 | ||||||
| Interest cost | 6,261 | 6,533 | 6,268 | |||||||||
| Expected return on plan assets | (6,563 | ) | (6,533 | ) | (6,159 | ) | ||||||
| Amortization of prior service cost | -- | 53 | 85 | |||||||||
| Curtailment loss | -- | 331 | -- | |||||||||
| Recognized net actuarial loss | 923 | 1,710 | 1,996 | |||||||||
| Pension benefit cost | $ | 621 | $ | 7,399 | $ | 6,907 | ||||||
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 the pension plans follow:
| FISCAL YEARS ENDED APRIL 30 | ||||||||
| 2013 | 2012 | |||||||
| WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT OBLIGATIONS | ||||||||
| Discount rate | 4.21 | % | 4.66 | % | ||||
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET PERIODIC PENSION BENEFIT COST | ||||||||||||
| Discount rate | 4.66 | % | 5.66%/4.76 | % 1 | 5.91 | % | ||||||
| Expected return on plan assets | 7.5 | % | 8.0 | % | 8.0 | % | ||||||
| Rate of compensation increase | * | 4.0 | % | 4.0 | % | |||||||
1 The discount rate was 5.66% from May 1, 2011 to December 31, 2011 and 4.76% from January 1, 2012 to April 30, 2012. The rate changed during fiscal 2012 as a result of the required re-measurement of the Company's pension liability upon its decision to freeze its pension plans. | ||||||||||||
| * The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans effective as of that date. | ||||||||||||
In fiscal 2013 and 2012, the Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe Yield Curve. In fiscal 2011, the Company referred to the Hewitt Above Median Yield Curve in establishing the discount rate. This change was caused by the merger of Aon and Hewitt and the corresponding elimination of the Hewitt Above Median Yield Curve. The Company believes that using a yield curve approach 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.
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In developing the expected long-term rate of return assumption for the assets of the defined benefit pension plans, the Company evaluated input from its third party pension plan asset managers, including their review of asset class return expectations and long-term inflation assumptions. The Company also considered the related historical ten-year average asset returns at April 30, 2013.
The Company amortizes experience gains and losses, as well as the effects of changes in actuarial assumptions and plan provisions, over the average remaining lifetime of the active participants.
Contributions: 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 Company expects to contribute $2.3 million to its pension plans in fiscal 2014. The Company made contributions of $4.9 million and $2.9 million to its pension plans in fiscal 2013 and 2012, respectively.
Estimated Future Benefit Payments: The following benefit payments, which reflect expected future service, are expected to be paid:
| FISCAL YEAR | BENEFIT PAYMENTS (in thousands) | |||
| 2014 | $ | 4,247 | ||
| 2015 | 4,698 | |||
| 2016 | 5,156 | |||
| 2017 | 5,511 | |||
| 2018 | 5,888 | |||
| Years 2019-2023 | 35,710 | |||
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Plan Assets: Pension assets by major category and the type of fair value measurement as of April 30, 2013 and 2012 are presented in the following tables:
| FAIR VALUE MEASUREMENTS AT APRIL 30, 2013 | |||||||||||||||||
| (in thousands) | TOTAL | QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1) | SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) | SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) | |||||||||||||
| Cash Equivalents | $ | 315 | $ | 315 | $ | -- | $ | -- | |||||||||
Equity Collective Funds:1 | |||||||||||||||||
| Equity Index Value Fund | 19,202 | -- | 19,202 | -- | |||||||||||||
| Equity Index Growth Fund | 19,245 | -- | 19,245 | -- | |||||||||||||
| Small Cap Index Fund | 5,632 | -- | 5,632 | -- | |||||||||||||
| International Equity Fund | 3,932 | -- | 3,932 | -- | |||||||||||||
Fixed Income Collective Funds:1 | |||||||||||||||||
| Core Fixed Income Fund | 17,407 | -- | 17,407 | -- | |||||||||||||
| Capital Preservation Fund | 30,000 | -- | 30,000 | -- | |||||||||||||
| Total | $ | 95,733 | $ | 315 | $ | 95,418 | $ | -- | |||||||||
| FAIR VALUE MEASUREMENTS AT APRIL 30, 2012 | |||||||||||||||||
| (in thousands) | TOTAL | QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1) | SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) | SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) | |||||||||||||
| Cash Equivalents | $ | 273 | $ | 273 | $ | -- | $ | -- | |||||||||
Equity Collective Funds:1 | |||||||||||||||||
| Equity Index Value Fund | 16,850 | -- | 16,850 | -- | |||||||||||||
| Equity Index Growth Fund | 17,094 | -- | 17,094 | -- | |||||||||||||
| Small Cap Index Fund | 5,002 | -- | 5,002 | -- | |||||||||||||
| International Equity Fund | 3,315 | -- | 3,315 | -- | |||||||||||||
Fixed Income Collective Funds:1 | |||||||||||||||||
| Core Fixed Income Fund | 25,824 | -- | 25,824 | -- | |||||||||||||
| Capital Preservation Fund | 17,359 | -- | 17,359 | -- | |||||||||||||
| Total | $ | 85,717 | $ | 273 | $ | 85,444 | $ | -- | |||||||||
1 The Collective Trust Funds are valued by applying each plan's ownership percentage in the fund to the fund's net assets at fair value at the valuation date. | |||||||||||||||||
Investment Strategy: The Company has established formal investment policies for the assets associated with its pension plans. The objectives of the investment strategies include preservation of capital and long-term growth of capital while avoiding excessive risk. Target allocation percentages are established at an asset class level by the Company’s Pension Committee. Target allocation ranges are guidelines, not limitations, and occasionally the Pension Committee will approve allocations above or below a target range.
During a period of uncertainty in the equity and fixed income markets, the Pension Committee may suspend the Target Asset Allocation and manage the investment mix as it sees reasonable, prudent and in the best interest of the plans to better protect the value of the plan assets.
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The Company’s pension plans’ weighted-average asset allocations at April 30, 2013 and 2012, by asset category, were as follows:
| PLAN ASSET ALLOCATION | ||||||||||||
| 2013 | 2013 | 2012 | ||||||||||
| APRIL 30 | TARGET | ACTUAL | ACTUAL | |||||||||
| Equity Funds | 50.0 | % | 50.2 | % | 49.5 | % | ||||||
| Fixed Income Funds | 50.0 | % | 49.8 | % | 50.5 | % | ||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
Within the broad categories outlined in the preceding table, the Company has targeted the following specific allocations as a percentage of total funds invested: 19% Capital Preservation, 31% Bond, 20% Large Capital Growth, 20% Large Capital Value, 6% Small Capital and 4% International.
Note I -- Income Taxes
Income tax expense was comprised of the following:
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| (in thousands) | 2013 | 2012 | 2011 | |||||||||
| CURRENT EXPENSE (BENEFIT) | ||||||||||||
| Federal | $ | 1,031 | $ | (36 | ) | $ | (2,368 | ) | ||||
| State | 162 | (176 | ) | 611 | ||||||||
| Total current expense (benefit) | 1,193 | (212 | ) | (1,757 | ) | |||||||
| DEFERRED EXPENSE (BENEFIT) | ||||||||||||
| Federal | 4,859 | (10,115 | ) | (6,065 | ) | |||||||
| State | 930 | (2,175 | ) | (2,120 | ) | |||||||
| Total deferred expense (benefit) | 5,789 | (12,290 | ) | (8,185 | ) | |||||||
| Total expense (benefit) | 6,982 | (12,502 | ) | (9,942 | ) | |||||||
| Other comprehensive loss | (2,905 | ) | (3,624 | ) | (294 | ) | ||||||
| Total comprehensive income tax expense (benefit) | $ | 4,077 | $ | (16,126 | ) | $ | (10,236 | ) | ||||
The Company's effective income tax rate varied from the federal statutory rate as follows:
| FISCAL YEARS ENDED APRIL 30 | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| Federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
| Effect of: | ||||||||||||
| Tax basis adjustment | 0.0 | % | (1.7 | ) % | (3.3 | ) % | ||||||
| Meals and entertainment | 1.5 | (0.8 | ) | (0.8 | ) | |||||||
| Other | 1.1 | 0.0 | (0.8 | ) | ||||||||
| Total | 2.6 | % | (2.5 | ) % | (4.9 | ) % | ||||||
| Effective federal income tax rate | 37.6 | % | 32.5 | % | 30.1 | % | ||||||
| State income taxes, net of federal tax effect | 4.1 | 5.1 | 3.1 | |||||||||
| Effective income tax rate | 41.7 | % | 37.6 | % | 33.2 | % | ||||||
Income taxes paid were $1,219,000, $229,000 and $235,000 for fiscal years 2013, 2012 and 2011, respectively.
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The significant components of deferred tax assets and liabilities were as follows:
| APRIL 30 | ||||||||
| (in thousands) | 2013 | 2012 | ||||||
| Deferred tax assets: | ||||||||
| Pension benefits | $ | 20,563 | $ | 18,238 | ||||
| Accounts receivable | 3,983 | 3,103 | ||||||
| Product liability | 700 | 735 | ||||||
| Employee benefits | 11,243 | 10,878 | ||||||
| Net operating loss carryforward | 1,099 | 6,686 | ||||||
| Income tax credits | 1,088 | 747 | ||||||
| Depreciation | 73 | 896 | ||||||
| Other | 496 | 772 | ||||||
| Total | 39,245 | 42,055 | ||||||
| Deferred tax liabilities: | ||||||||
| Inventory | 502 | -- | ||||||
| Net deferred tax asset | $ | 38,743 | $ | 42,055 | ||||
The net operating loss carryforward value for April 30, 2013 contained in the above table includes amounts pertaining to various state net operating loss carryforwards with various expiration dates.
Management believes it is more likely than not that the Company will realize its gross deferred tax assets due to expected future taxable income and the reversal of taxable temporary differences.
Note J -- Accounting for Uncertainty in Income Taxes
The Company accounts for its income tax uncertainties in accordance with ASC Topic 740, “Income Taxes.” The Company had no liability relating to uncertain tax positions for the years ended April 30, 2013 and 2012.
With minor exceptions, the Company is currently open to audit by tax authorities for tax years ending April 30, 2010 through April 30, 2013. The Company is currently not under federal audit.
Note K -- Commitments and Contingencies
Legal Matters
The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible and those that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible or remote, a range of loss estimates is determined and considered for disclosure. 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 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 was not material as of April 30, 2013.
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
39
warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.
The following is a reconciliation of the Company’s warranty liability:
| APRIL 30 | ||||||||
| (in thousands) | 2013 | 2012 | ||||||
| PRODUCT WARRANTY RESERVE | ||||||||
| Beginning balance | $ | 1,885 | $ | 1,738 | ||||
| Accrual for warranties | 9,839 | 8,605 | ||||||
| Settlements | (9,929 | ) | (8,458 | ) | ||||
| Ending balance at fiscal year end | $ | 1,795 | $ | 1,885 | ||||
Lease Agreements
The Company leases certain office buildings, manufacturing buildings, service centers and equipment. Total rental expenses under operating leases amounted to approximately $7,378,000, $7,206,000 and $7,518,000, in fiscal years 2013, 2012 and 2011, respectively. Minimum rental commitments as of April 30, 2013, under noncancelable leases with terms in excess of one year are as follows:
| FISCAL YEAR | OPERATING (in thousands) | CAPITAL (in thousands) | ||||||
| 2014 | $ | 3,411 | $ | 997 | ||||
| 2015 | 3,102 | 997 | ||||||
| 2016 | 2,768 | 986 | ||||||
| 2017 | 1,336 | 866 | ||||||
| 2018 | 217 | 678 | ||||||
| 2019 (and thereafter) | 92 | 4,140 | ||||||
| $ | 10,926 | $ | 8,664 | |||||
| Less amounts representing interest (2%) | (925 | ) | ||||||
| Total obligations under capital leases | $ | 7,739 | ||||||
Related Parties
During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership which includes certain former executive officers and current significant shareholders of the Company, including one current member of the Board of Directors of the Company, to lease the Company’s headquarters building which was constructed and is 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, 2013, the Company is in the third year of the latest five-year renewal period, which expires in 2016. Under this agreement, rental expense was $461,000, $460,000 and $460,000, in fiscal years 2013, 2012 and 2011, respectively. Rent during the remaining term of approximately $1,397,000 (included in the preceding table) is subject to annual increases of 2% through the remaining term of the lease.
Note L -- Credit Concentration
Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets.
The Company maintains an allowance for bad debt based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions and of each customer’s current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.
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At April 30, 2013, the Company's two largest customers, Customers A and B, represented 21.1% and 21.1% of the Company's gross customer receivables, respectively. At April 30, 2012, Customers A and B represented 26.5% and 30.7% of the Company’s gross customer receivables, respectively.
The following table summarizes the percentage of sales to the Company's two largest customers for the last three fiscal years:
| PERCENT OF ANNUAL GROSS SALES | ||||||||||||
| 2013 | 2012 | 2011 | ||||||||||
| Customer A | 35.7 | 41.5 | 38.7 | |||||||||
| Customer B | 22.8 | 26.0 | 34.2 | |||||||||
Note M -- Fair Value Measurements
The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:
Level 1 – Investments with quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are invested in money market funds, mutual funds and United States Treasury instruments. The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.
Level 2 – Investments with observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company has no Level 2 assets or liabilities.
Level 3 – Investments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities.
The following table summarizes the fair value of assets that are recorded in the Company’s consolidated financial statements as of April 30, 2013 and 2012 at fair value on a recurring basis:
| FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2013 | ||||||||||||
| (in thousands) | LEVEL 1 | LEVEL 2 | LEVEL 3 | |||||||||
| ASSETS: | ||||||||||||
| Money market funds | $ | 38,875 | $ | -- | $ | -- | ||||||
| Mutual funds | 1,311 | -- | -- | |||||||||
| Total assets at fair value | $ | 40,186 | $ | -- | $ | -- | ||||||
| FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2012 | ||||||||||||
| (in thousands) | LEVEL 1 | LEVEL 2 | LEVEL 3 | |||||||||
| ASSETS: | ||||||||||||
| Money market funds | $ | 38,874 | $ | -- | $ | -- | ||||||
| Mutual funds | 1,357 | -- | -- | |||||||||
| Total assets at fair value | $ | 40,231 | $ | -- | $ | -- | ||||||
The fair value measurement of assets held by the Company’s defined benefit pension plans is discussed in Note H.
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Note N -- Restructuring Charges
In the third quarter of fiscal 2012, the continuing impact of the housing economy’s lengthy downturn caused the Company to announce a restructuring initiative (“2012 Restructuring Plan”) that committed to the closing of two of the Company’s manufacturing plants located in Hardy County, West Virginia and Hazard, Kentucky, offering its previously idled plant in Tahlequah, Oklahoma for sale, and realigning its retirement program, including freezing the Company’s defined benefit pension plans. Operations ceased at the Hazard plant in April 2012 and at the Hardy County plant in May 2012. The 2012 Restructuring Plan was adopted to reduce costs and increase the Company’s capacity utilization rates.
During fiscal 2012, the Company recognized pre-tax restructuring charges of $15.9 million related to the 2012 Restructuring Plan. During fiscal 2013, the Company recognized pre-tax restructuring charges of $1.4 million related to the 2012 Restructuring Plan, including severance and separation costs of $0.2 million, building impairment charges of $0.3 million, facilities-related expenses of $0.7 million and professional fees of $0.2 million.
A reserve for restructuring charges in the amount of $13 thousand is included in the Company’s consolidated balance sheet as of April 30, 2013 which relates to employee termination costs accrued but not yet paid. Below is the summary of the restructuring reserve balance as of April 30, 2013:
| (in thousands) | ||||
| 2012 Restructuring Plan | ||||
| Restructuring reserve balance as of April 30, 2012 | $ | 2,817 | ||
| Additions | 196 | |||
| Payments | (3,000 | ) | ||
| Reserve balance as of April 30, 2013 | $ | 13 | ||
In the fourth quarter of fiscal 2009, the Company announced a restructuring plan (“2009 Restructuring Plan”) to close two of its manufacturing plants, located in Berryville, Virginia and Moorefield, West Virginia and suspend operations in a third manufacturing plant located in Tahlequah, Oklahoma. These actions were completed during the first quarter of fiscal 2010. These initiatives were intended to increase the Company’s capacity utilization rates and decrease overhead costs. In addition to these initiatives, the Company made other staffing reductions during the fourth quarter of fiscal 2009.
During fiscal years 2013, 2012 and 2011, the Company recognized total pre-tax restructuring charges for both the 2012 Restructuring Plan and the 2009 Restructuring Plan of $1.4 million, $16.3 million and $62,000, respectively. The Company recognized recurring operating costs for the facilities closed as part of the 2012 Restructuring Plan of $0.9 million in fiscal 2013. The Company will continue to incur costs related to its closed and unsold plants until they are sold.
The Company has a total of two manufacturing plants classified as held for sale, which were closed in the 2012 Restructuring Plan. During the second quarter of fiscal 2013, the Company sold its closed plant located in Tahlequah, Oklahoma and recognized a gain of $0.3 million on the sale. The gain was included in restructuring charges on the Company’s statements of operations. During fiscal 2013, the Company recorded impairment charges of $0.3 million relating to one of the plants that is included as held for sale. The Company believes that the remaining $2.7 million net book value of the properties classified as held for sale is fully recoverable. These assets are included in Other Assets on the Company’s balance sheet at April 30, 2013.
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Note O -- Quarterly Financial Data (Unaudited)
| FISCAL 2013 | 07/31/12 | 10/31/12 | 01/31/13 | 04/30/13 | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| Net sales | $ | 148,252 | $ | 159,760 | $ | 151,346 | $ | 171,079 | ||||||||
| Gross profit | 22,043 | 24,794 | 23,507 | 32,312 | ||||||||||||
| Income before income taxes | 1,015 | 3,371 | 3,476 | 8,878 | ||||||||||||
| Net income | 561 | 1,950 | 2,057 | 5,190 | ||||||||||||
| Earnings per share | ||||||||||||||||
| Basic | $ | 0.04 | $ | 0.13 | $ | 0.14 | $ | 0.36 | ||||||||
| Diluted | $ | 0.04 | $ | 0.13 | $ | 0.14 | $ | 0.35 | ||||||||
| FISCAL 2012 | 07/31/11 | 10/31/11 | 01/31/12 | 04/30/12 | ||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| Net sales | $ | 131,199 | $ | 128,418 | $ | 119,976 | $ | 136,221 | ||||||||
| Gross profit | 18,407 | 16,114 | 14,588 | 17,366 | ||||||||||||
| Loss before income taxes | (3,908 | ) | (4,523 | ) | (15,653 | ) | (9,204 | ) | ||||||||
| Net loss | (2,716 | ) | (2,976 | ) | (9,114 | ) | (5,980 | ) | ||||||||
| Loss per share | ||||||||||||||||
| Basic | $ | (0.19 | ) | $ | (0.21 | ) | $ | (0.63 | ) | $ | (0.42 | ) | ||||
| Diluted | $ | (0.19 | ) | $ | (0.21 | ) | $ | (0.63 | ) | $ | (0.42 | ) | ||||
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of American Woodmark Corporation:
We have audited the accompanying consolidated balance sheets of American Woodmark Corporation and subsidiary (the Company), as of April 30, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2013. These consolidated financial statements are the responsibility of the Company’s 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 and subsidiary as of April 30, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three year period ended April 30, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of April 30, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 28, 2013 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Richmond, Virginia
June 28, 2013
44
Management's 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 Company’s internal control over financial reporting as of April 30, 2013. 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 Corporation’s internal control over financial reporting was effective as of April 30, 2013. The Company’s internal control over financial reporting as of April 30, 2013, 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.
| /s/ KENT B. GUICHARD |
| Kent B. Guichard |
| Chairman and Chief Executive Officer |
| /s/ JONATHAN H. WOLK |
| Jonathan H. Wolk |
| Senior Vice President and Chief Financial Officer |
45
Report of Independent Registered Public Accounting Firm –
Internal Control over Financial Reporting
The Board of Directors and Shareholders of American Woodmark Corporation:
We have audited American Woodmark Corporation’s internal control over financial reporting as of April 30, 2013, based on criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s 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 Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s 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 company’s 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 company’s 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 company’s 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, American Woodmark Corporation maintained, in all material respects, effective internal control over financial reporting as of April 30, 2013, based on criteria established in Internal Control—Integrated 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 American Woodmark Corporation and subsidiary as of April 30, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2013 and our report dated June 28, 2013 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Richmond, Virginia
June 28, 2013
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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. Senior Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of April 30, 2013. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective.
Management’s Annual Report on Internal Control over Financial Reporting. Management has conducted an assessment of the Company’s internal control over financial reporting as of April 30, 2013. Management’s report regarding that assessment is included with the Consolidated Financial Statements included in this report under Item 8, “Financial Statements and Supplementary Data,” and is incorporated in this Item by reference.
Report of Registered Public Accounting Firm. The Company’s independent registered public accounting firm, KPMG LLP, audited the Consolidated Financial Statements included in this report and have issued an audit report on the effectiveness of the Company’s internal control over financial reporting. KPMG’s report is included with the Consolidated Financial Statements included in this report under Item 8, “Financial Statements and Supplementary Data,” and is incorporated in this Item by reference.
Changes in Internal Control over Financial Reporting. There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended April 30, 2013, that has materially affected, or is reasonably likely to materially affect, the Company’s 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 Company’s directors is set forth under the caption “Information Regarding Nominees” in the Proxy Statement and is incorporated in this Item by reference;
(2) the information concerning the Company’s executive officers is set forth under the caption “Executive Officers of the Registrant” in Part I of this report and is incorporated in this Item by reference;
(3) the information concerning compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated in this Item by reference;
(4) the information concerning the Code of Business Conduct and Ethics governing the Company’s Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer is set forth under the caption “Corporate Governance – Codes of Business Conduct and Ethics” in the Proxy Statement and is incorporated in this Item by reference;
47
(5) the information concerning material changes, if any, in the procedures by which security holders may recommend nominees to the Company’s Board of Directors is set forth under the caption “Corporate Governance – Procedures for Shareholder Nominations of Directors” in the Proxy Statement and is incorporated in this Item by reference; and
(6) the information concerning the Audit Committee of the Company’s Board of Directors, including the members of the Audit Committee and the Board’s determination concerning whether certain members of the Audit Committee are “financial experts” as that term is defined under Item 407(d)(5) of Regulation S-K is set forth under the captions “Corporate Governance – Board of Directors and Committees” and “Audit Committee” in the Proxy Statement and is incorporated in this Item by reference.
| Item 11. | EXECUTIVE COMPENSATION |
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the captions “Executive Compensation” and “Report of the Compensation Committee” in the Proxy Statement is incorporated in this Item 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 set forth under the caption “Security Ownership” in the Proxy Statement is incorporated in this Item by reference.
Equity Compensation Plans
The following table summarizes information about the Company’s equity compensation plans as of April 30, 2013:
| Equity Compensation Plan Information | ||||||||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders(1) | -- | -- | 1,133,999 | |||||||||
| Options | 1,401,813 | $ | 27.27 | |||||||||
| Performance-based restricted stock units | 279,105 | N/A | (2) | |||||||||
| Service-based restricted stock units | 155,000 | N/A | (2) | |||||||||
Equity compensation plans not approved by security holders(3) | -- | -- | -- | |||||||||
| Total | 1,835,918 | $ | 27.27 | 1,133,999 | ||||||||
(1) At April 30, 2013, the Company had stock option and restricted stock unit awards outstanding under four different plans: 1999 Stock Option Plan for Employees, Amended and Restated 2004 Stock Incentive Plan for Employees, 2006 Non-Employee Directors Equity Ownership Plan and 2011 Non-Employee Directors Equity Ownership Plan. | ||||||||||||
(2) Excludes exercise price for restricted stock units issued under the Amended and Restated 2004 Stock Incentive Plan for Employees, 2006 Non-Employee Directors Equity Ownership Plan and 2011 Non-Employee Directors Equity Ownership Plan because they are converted into common stock on a one-for-one basis at no additional cost. | ||||||||||||
(3) The Company does not have equity compensation plans that have not been approved by the Company's security holders. | ||||||||||||
48
| 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 set forth under the captions “Certain Related Party Transactions,” “Audit Committee” and “Corporate Governance – Director Independence” in the Proxy Statement and is incorporated in this Item by reference.
| Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information concerning fees and services of the Company’s principal accounting firms is set forth under the captions “Independent Auditor Fee Information” and “Pre-Approval Policies and Procedures” in the Proxy Statement and is incorporated in this Item by reference.
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, 2013 and 2012.
Consolidated Statements of Operations – for each year of the three-year period ended April 30, 2013.
Consolidated Statements of Comprehensive Income (Loss) – for each year of the three-year period ended April 30, 2013.
Consolidated Statements of Shareholders’ Equity – for each year of the three-year period ended April 30, 2013.
Consolidated Statements of Cash Flows – for each year of the three-year period ended April 30, 2013.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
Management’s Report on Internal Control over Financial Reporting.
Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting.
| (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, 2013.
Schedules other than the one listed above are omitted either because they are not required or are inapplicable.
| (a) 3. | Exhibits |
| 3.1 (a) | Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798). |
| 3.1 (b) | Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798). |
| 3.2 | Bylaws - as amended and restated December 14, 2009 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2010; Commission File No. 000-14798). |
49
| 4.1 | The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2). |
| 4.2 | Amended and Restated Stockholders' Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245). |
| Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant's long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant's total assets, have been omitted and will be furnished to the Securities and Exchange Commission upon request. | |
| 10.1 (a) | Credit Agreement, dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2009; Commission File No. 000-14798). |
| 10.1 (b) | Revolving Line of Credit Note, dated as of December 2, 2009, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended October 31, 2009; Commission File No. 000-14798). |
| 10.1 (c) | Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of January 3, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2012; Commission File No. 000-14798). |
| 10.1 (d) | Second Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of May 29, 2012, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(e) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798 ). |
| 10.1 (e) | Third Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of March 18, 2013, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on March 19, 2013; Commission File No. 000-14798). |
| 10.1 (f) | Security Agreement (Financial Assets), dated as of April 26, 2012, between the Compnay and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2012; Commission File No. 000-14798). |
| 10.1 (g) | Addendum to Security Agreement (Financial Assets), effective as of April 26, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(i) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798). |
| 10.1 (h) | Security Agreement, dated as of May 29, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(j) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798). |
| 10.1 (i) | Loan Agreement, dated as of February 9, 2005, by and between the Company and the Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(n) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2005; Commission File No. 000-14798). |
| 10.1 (j) | First Amendment to Loan Agreement, dated as of April 4, 2008, by and between the Company and Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2008; Commission File No. 000-14798). |
| 10.1 (k) | Second Amendment to Loan Agreement, dated as of April 23, 2013, by and between the Company and Maryland Economic Development Corporation (Filed Herewith). |
| 10.6 (a)(i) | Lease and Agreement, dated as of November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245). |
50
| 10.6 (a)(ii) | Fourth Amendment to Lease and Agreement, dated as of April 1, 2011, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798). |
| 10.6 (b) | Lease, dated as of December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2001; Commission File No. 000-14798). |
| 10.7 (a) | 1999 Stock Option Plan (incorporated by reference to Appendix B to the Registrant’s Form DEF-14A as filed on July 15, 1999; Commission File No. 000-14798).* |
| 10.7 (b) | Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Appendix B to the Registrant’s DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).* |
| 10.7 (c) | Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees, dated as of June 16, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).* |
| 10.7 (d) | Second Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees, dated as of May 21, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended July 31, 2010; Commission File No. 000-14798).* |
| 10.7 (e) | 2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).* |
| 10.7 (f) | Amendment to 2006 Non-Employee Directors Equity Ownership Plan, dated as of August 27, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).* |
| 10.7 (g) | 2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on June 30, 2011; Commission File No. 000-14798).* |
| 10.8 (a) | Form of Grant Letter used in connection with awards of stock options granted under the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
| 10.8 (b) | Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
| 10.8 (c) | Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company’s Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
| 10.8 (d) | Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s 2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2010; Commission File No. 000-14798).* |
| 10.8 (e) | Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s 2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2011; Commission File No. 000-14798).* |
| 10.8 (f) | Employment Agreement for Mr. Kent B. Guichard (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
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| 10.8 (g) | Employment Agreement for Mr. Jonathan H. Wolk (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
| 10.8 (h) | Employment Agreement for Mr. S. Cary Dunston (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
| 10.8 (i) | Employment Agreement for Mr. Bradley S. Boyer (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).* |
| 10.10 (a) | Promissory Note, dated July 30, 1998, made by the Company in favor of Amende Cabinet Corporation, a wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.10(f) to the Registrant’s Form 10-K for the fiscal year ended April 30, 1999; Commission File No. 000-14798). |
| 10.10 (b) | Loan Agreement, dated as of November 13, 2002, between the Company and Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798). |
| 10.10 (c) | Loan Agreement, dated as of December 31, 2001, between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.8(k) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2002; Commission File No. 000-14798). |
| 10.10 (d) | Equipment Lease, dated as of June 30, 2004, between the Company and the West Virginia Economic Development Authority dated (incorporated by reference to Exhibit 10.1(l) to the Registrant’s Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798). |
| 10.10 (e) | West Virginia Facility Lease, dated as of July 30, 2004, between the Company and the West Virginia Economic Development Authority (incorporated by reference to Exhibit 10.1(m) to the Registrant’s Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798). |
| 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). |
| 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). |
| 101 | Interactive Data File for the Registrant’s Annual Report on Form 10-K for the year ended April 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements (Filed Herewith).# |
| *Management contract or compensatory plan or arrangement. |
# Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.
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Schedule II - Valuation and Qualifying Accounts
AMERICAN WOODMARK CORPORATION
(In Thousands)
| Description (a) | Balance at Beginning of Year | Additions (Reductions) Charged to Cost and Expenses | Other | Deductions | Balance at End of Year | |||||||||||||||
| Year ended April 30, 2013: | ||||||||||||||||||||
| Allowance for doubtful accounts | $ | 93 | $ | 92 | $ | -- | $ | (37) | (b) | $ | 148 | |||||||||
| Reserve for cash discounts | $ | 645 | $ | 8,174 | (c) | $ | -- | $ | (8,150) | (d) | $ | 669 | ||||||||
| Reserve for sales returns and allowances | $ | 1,301 | $ | 7,496 | (c) | $ | -- | $ | (7,261) | $ | 1,536 | |||||||||
| Year ended April 30, 2012: | ||||||||||||||||||||
| Allowance for doubtful accounts | $ | 67 | $ | 123 | $ | -- | $ | (97) | (b) | $ | 93 | |||||||||
| Reserve for cash discounts | $ | 710 | $ | 7,317 | (c) | $ | -- | $ | (7,382) | (d) | $ | 645 | ||||||||
| Reserve for sales returns and allowances | $ | 1,194 | $ | 7,040 | (c) | $ | -- | $ | (6,933) | $ | 1,301 | |||||||||
| Year ended April 30, 2011: | ||||||||||||||||||||
| Allowance for doubtful accounts | $ | 114 | $ | 74 | $ | -- | $ | (121) | (b) | $ | 67 | |||||||||
| Reserve for cash discounts | $ | 630 | $ | 7,174 | (c) | $ | -- | $ | (7,094) | (d) | $ | 710 | ||||||||
| Reserve for sales returns and allowances | $ | 1,257 | $ | 6,324 | (c) | $ | -- | $ | (6,387) | $ | 1,194 | |||||||||
(a) All reserves relate to accounts receivable.
(b) Principally write-offs, net of collections.
(c) Reduction of gross sales.
(d) Cash discounts granted.
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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.
| 8 | ||
| American Woodmark Corporation | ||
(Registrant) | ||
| June 28, 2013 | /s/ KENT B. GUICHARD | |
Kent B. Guichard Chairman 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.
| June 28, 2013 | /s/ KENT B. GUICHARD | June 28, 2013 | /s/ VANCE W. TANG | |||
Kent B. Guichard Chairman and Chief Executive Officer (Principal Executive Officer) Director | Vance W. Tang Director | |||||
| June 28, 2013 | /s/ JONATHAN H. WOLK | June 28, 2013 | /s/ JAMES G. DAVIS, JR. | |||
Jonathan H. Wolk Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | James G. Davis, Jr. Director | |||||
| June 28, 2013 | /s/ WILLIAM F. BRANDT, JR. | June 28, 2013 | /s/ MARTHA M. DALLY | |||
William F. Brandt, Jr. Director | Martha M. Dally Director | |||||
| June 28, 2013 | /s/ DANIEL T. HENDRIX | June 28, 2013 | /s/ KENT J. HUSSEY | |||
Daniel T. Hendrix Director | Kent J. Hussey Director | |||||
| June 28, 2013 | /s/ CAROL B. MOERDYK | June 28, 2013 | /s/ ANDREW B. COGAN | |||
Carol B. Moerdyk Director | Andrew B. Cogan Director | |||||