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 435 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 82 door designs in 15 colors. Stock cabinets consist of a common box with standard interior components and a maple, oak, cherry, or hickory front frame, door and/or drawer front.
Products are primarily sold under the brand names of American Woodmark®, Timberlake®, Shenandoah Cabinetry®, and Potomac®.
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 below 15%, and working capital exclusive of cash of less than 6% of net sales. At April 30, 2010, debt to capital was 12.7%, and working capital net of cash was 5.0% 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 71 percent of the Company’s sales in its fiscal year ended April 30, 2010 (fiscal 2010). The loss of either customer would have a material adverse effect on the Company.
As of May 31, 2010, the Company had 3,401 employees. Approximately 10 percent 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 charge on the Company’s web site at www.americanwoodmark.com as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. The contents of the Company’s web site are not, however, part of this report.
The SEC allows the Company to incorporate by reference information it files with the SEC in response to many of the Items in this report. This means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this report. Several Items in Parts I and II of this report incorporate information from the 2010 Annual Report to Shareholders in response to those Items. The 2010 Annual Report to Shareholders is filed as Exhibit 13 to this report.
Item 1A.
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 it currently believes to be immaterial also may adversely impact the business. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the 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 in the 2010 Annual Report, including under the headings “Forward-Looking Statements,” “Market Risks,” and “Outlook for Fiscal 2011” in Management’s Discussion and Analysis, which are incorporated herein by reference.
Our business relies on 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. 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.
Our future financial performance depends in part on the success of our 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 our key customers would have a material adverse effect on our business. The size and importance to the Company of its two largest customers is significant. These customers could make significant changes in their volume of purchases and could otherwise significantly affect the terms and conditions on which the Company does business. Sales to The Home Depot and Lowe’s Companies, Inc. were approximately 71 percent of total company sales for fiscal 2010. 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.
Our operating results are affected by the cost and availability of raw materials. Because the Company is dependent on outside suppliers for raw material needs, it must obtain sufficient quantities of quality raw materials from its suppliers at acceptable prices and in a timely manner. The Company has no long-term supply contracts with its key suppliers. A substantial decrease in the availability of products from the 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.
We may not be able to maintain or raise the prices of our products in response to inflation and increasing costs. Short-term market and competitive pressures may prohibit the Company from raising prices to offset inflationary raw material and freight costs, which would adversely impact profit margins.
The economic recession is adversely impacting demand for the housing industry. Through fiscal year 2010, the Company’s sales levels have fallen by 51% from their peak levels in 2006. If market conditions continue to decline, the Company’s sales, earnings, and cash flow would continue to be adversely impacted.
Item 1B.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2.
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 10 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, 2010 include:
LOCATION
DESCRIPTION
Allegany County, MD
Manufacturing Facility
Berryville, VA
Service Center*
Huntersville, NC
Service Center*
Chavies, KY
Manufacturing Facility
Coppell, TX
Service Center*
Gas City, IN
Manufacturing Facility
Hardy County, WV
Manufacturing Facility*
Hardy County, WV
Manufacturing Facility
Houston, TX
Satellite Service Center*
Humboldt, TN
Manufacturing Facility
Jackson, GA
Manufacturing Facility
Kingman, AZ
Manufacturing Facility
Kennesaw, GA
Service Center*
Montgomeryville, PA
Service Center*
Monticello, KY
Manufacturing Facility
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 three manufacturing facilities that are permanently closed and one facility with operations suspended.
Item 3.
Item 3. LEGAL PROCEEDINGS
In response to this Item, the information under “Legal Matters” under “Note K - Commitments and Contingencies” to the Consolidated Financial Statements and under the caption “Legal Matters” under “Management’s Discussion and Analysis” in the 2010 Annual Report to Shareholders is incorporated herein by reference. The 2010 Annual Report is included as Exhibit 13 to this report.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2010.
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, 2010 are as follows:
Item 5.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
In response to this Item, the information under “Market Information” in the 2010 Annual Report is incorporated herein by reference. The 2010 Annual Report is included as Exhibit 13 to this report.
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 2010, the Company did not repurchase any shares under this authorization. At April 30, 2010, $93.3 million remained authorized by the Company’s Board of Directors to repurchase shares of the Company’s common stock.
Item 6.
Item 6. SELECTED FINANCIAL DATA
In response to this Item, the information under “Five-Year Selected Financial Information” in the 2010 Annual Report to Shareholders is incorporated herein by reference. The 2010 Annual Report is included as Exhibit 13 to this report.
PART II
Item 7.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In response to this Item, the information under “Management’s Discussion and Analysis” in the 2010 Annual Report to Shareholders is incorporated herein by reference. The 2010 Annual Report is included as Exhibit 13 to this report.
Item 7A.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In response to this Item, the information under the caption “Market Risks” in “Management’s Discussion and Analysis” in the 2010 Annual Report to Shareholders is incorporated herein by reference. The 2010 Annual Report is included as Exhibit 13 to this report.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In response to this Item, the “Consolidated Balance Sheets,” “Consolidated Statements of Operations,” “Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss),” “Consolidated Statements of Cash Flows,” “Notes to the Consolidated Financial Statements,” “Management’s Report on Internal Control over Financial Reporting,” “Report of Independent Registered Public Accounting Firm,” and “Report of Independent Registered Public Accounting Firm - Internal Control over Financial Reporting,” in the 2010 Annual Report to Shareholders are incorporated herein by reference. The 2010 Annual Report is included as Exhibit 13 to this report.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A.
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, 2010. 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 Report On Internal Control Over Financial Reporting. Management’s report on internal control over financial reporting is included in the Annual Report to Shareholders for the year ended April 30, 2010, and is incorporated in this Item 9A by reference. The 2010 Annual Report to Shareholders is included as Exhibit 13 to this report.
Report of Registered Public Accounting Firm. Our independent registered public accounting firm issued an audit report on the effectiveness of our internal control over financial reporting. This report is included in the Annual Report to Shareholders for the year ended April 30, 2010, and is incorporated in this Item 9A by reference. The 2010 Annual Report to Shareholders is included as Exhibit 13 to this report.
Changes In Internal Control Over Financial Reporting. There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended April 30, 2010, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Item 9B. OTHER INFORMATION
Effective December 14, 2009, the Company amended its bylaws in order to increase the size of the board from eight to nine directors.
PART III
Item 10.
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 incorporated by reference to “Information Regarding Nominees” in the Proxy Statement, and the information concerning the executive officers of the Company is included in Part I of this report under the caption “Executive Officers of the Registrant,”
(2) the information concerning compliance with Section 16(a) of the Exchange Act is incorporated by reference to “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement,
(3) the information concerning the Code of Business Conduct and Ethics governing the Company’s Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer is incorporated by reference to “Corporate Governance” in the Proxy Statement and a copy of the code can be found on the Company’s web site at www.americanwoodmark.com,
(4) the information concerning the procedures by which security holders may recommend nominees to the Board of Directors is incorporated by reference to the discussion under the heading “Corporate Governance - Procedures for Shareholders Recommendations of Director Nominees” in the Proxy Statement, and
(5) the information concerning the Audit Committee, including the members of the committee, and the Audit Committee financial expert is incorporated by reference to the discussion under the heading “Audit Committee” within the “Board of Directors and Committees” in the Proxy Statement.
Item 11.
Item 11. EXECUTIVE COMPENSATION
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Executive Compensation” and “Report of the Compensation Committee” in the Proxy Statement is incorporated by reference.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Security Ownership” in the Proxy Statement is incorporated herein by reference.
Equity Compensation Plans
The following table summarizes information about the Company’s equity compensation plans as of April 30, 2010:
(1)
At April 30, 2010, the Company had stock option awards outstanding under three different plans: 1999 Stock Option Plan for Employees, 2004 Stock Incentive Plan for Employees, and 2006 Non-Employee Directors Equity Ownership Plan.
( ) Excludes exercise price for restricted stock units issued under the 2004 Stock Incentive Plan for Employees and the 2006 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.
( ) The restricted stock units are excluded because they are converted into common stock on a one-for-one basis at no additional cost.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Related Party Transactions” and “Corporate Governance - Director Independence” in the Proxy Statement is incorporated herein by reference.
Item 14.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Independent Auditor Fee Information” and “Pre-Approval Policies and Procedures” in the Proxy Statement, with respect to principal accountant fees and services, is incorporated herein by reference.
PART IV
Item 15.
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, 2010 and 2009.
Consolidated Statements of Operations - for each year of the three-year period ended April 30, 2010.
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) - for each year of the three-year period ended April 30, 2010.
Consolidated Statements of Cash Flows - for each year of the three-year period ended April 30, 2010.
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, 2010.
Schedules other than the one listed above are omitted either because they are not required or are inapplicable.
(a) 3. Exhibits
* Management contract or compensatory plan or arrangement.
Schedule II - Valuation and Qualifying Accounts
AMERICAN WOODMARK CORPORATION
(In Thousands)
(a) All reserves relate to accounts receivable.
(b) Principally write-offs, net of collections.
(c) Reduction of gross sales.
(d) Cash discounts granted.
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.
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.
In accordance with Securities and Exchange Commission requirements, the Company will furnish copies of all exhibits to its Form 10-K not contained herein upon receipt of a written request and payment of $.10 (10 cents) per page to:
Mr. Glenn Eanes
Vice President & Treasurer
American Woodmark Corporation
P.O. Box 1980
Winchester, Virginia 22604-8090