UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
For the fiscal year ended April 30, 2003
OR
For the transition period from to .
Commission File Number 0-14798
AMERICAN WOODMARK CORPORATION
(Exact name of the registrant as specified in its charter)
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: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (no par value)
Name of each exchange on which registered
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange 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, 2002, the last business day of the Company’s most recent second quarter was $314,479,109.
As of June 30, 2003, 8,086,040 shares of the Registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended April 30, 2003 (“2003 Annual Report”) are incorporated by reference into Parts I and II of this Form 10-K.
Portions of Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 28, 2003 (Proxy Statement) are incorporated by reference into Part III of this Form 10-K.
PART I
American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. American Woodmark was formed in 1980 by the four principal managers of the Boise Cascade Cabinet Division through a leveraged buyout of that division. American Woodmark was operated privately until July of 1986 when it became a public company through a registered public offering of its common stock.
American Woodmark currently offers framed stock cabinets in approximately 220 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 80 door designs in nine colors. Stock cabinets consist of a common box with standard interior components and an oak, cherry, maple or hickory front frame.
Products are primarily sold under the brand names of American Woodmark®, Timberlake®, and Shenandoah Cabinetry®.
American Woodmark’s products are sold on a national basis across the United States through three primary market channels: independent dealer/distributors, home centers and major builders. We distribute our products to each market channel directly from our five assembly plants through a third party logistics network.
The primary raw materials we use include oak, maple, cherry and hickory lumber. Additional raw materials include paint, particleboard, manufactured components and hardware. We currently purchase paint from one supplier; however, other sources are available. Our 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. Our principal means for competition rely on our breadth and variety of product offering, expanded service capabilities and affordable quality. We believe that no other company in the industry has more than a 20% share of the market. We also believe that American Woodmark is one of the three largest manufacturers of kitchen cabinets in the United States.
American Woodmark’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic forces and changes in our customer mix have reduced seasonal fluctuations in our revenue over the past few years.
During the last fiscal year, American Woodmark had two customers, The Home Depot and Lowe’s Companies, Inc., which each accounted for more than 10% of our sales. The loss of either would have a material adverse effect on American Woodmark.
As of April 30, 2003, we had 5,220 employees. Approximately 14% of our employees are represented by labor unions. We believe that our employee relations are good.
We lease our Corporate Office which is located in Winchester, Virginia. In addition, we lease one and own 12 manufacturing facilities located primarily in the eastern United States. We also lease ten service centers and four additional office centers located throughout the United States that support the sale and distribution of products to each market channel.
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Primary properties include:
Location
Description
Berryville, VA
Charlotte, NC
Chavies, KY
Coppell, TX
Denver, CO
Gas City, IN
Ham Lake, MN
Hardy County, WV
Humboldt, TN
Jackson, GA
Kingman, AZ
Marietta, GA
Monticello, KY
Moorefield, WV
Orange, VA
Orlando, FL
Philadelphia, PA
Phoenix, AZ
Rancho Cordova, CA
Tahlequah, OK
Tampa, FL
Toccoa, GA
Winchester, VA
In response to this Item, the information under “Legal Matters” under “Note I—Commitments and Contingencies” to the Consolidated Financial Statements and under the caption “Legal Matters” under “Management’s Discussion and Analysis” in the 2003 Annual Report is incorporated herein by reference.
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2003.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant as of April 30, 2003 are as follows:
Name
Position(s) Held During
Past Five Years
William F. Brandt, Jr.
James J. Gosa
David L. Blount
Kent B. Guichard
Ian J. Sole
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PART II
In response to this Item, the information under “Market Information” in the 2003 Annual Report is incorporated herein by reference.
In response to this Item, the information under “Five-Year Selected Financial Information” in the 2003 Annual Report is incorporated herein by reference.
In response to this Item, the information under “Management’s Discussion and Analysis” in the 2003 Annual Report is incorporated herein by reference.
In response to this Item, the information under the caption “Risk Factors” in “Management’s Discussion and Analysis” in the 2003 Annual Report is incorporated herein by reference in Item 7.
In response to this Item, the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, the information under “Quarterly Results of Operations (Unaudited),” “Management’s Report,” and the Report of Ernst & Young LLP, Independent Auditors, in the 2003 Annual Report are incorporated herein by reference.
None.
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PART III
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, (1) the information under “Nominees” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference, and (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption “Executive Officers of the Registrant.”
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Information Concerning the Board of Directors and its Committees—Compensation of the Board”, “Compensation of Executive Officers”, “Report of the Compensation Committee” and “Performance Graph” in the Proxy Statement is incorporated herein by reference.
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.
Equity Compensation Plans
The following table summarizes our equity compensation plans as of April 30, 2003:
Plan Category
Number of securities
to be issued
upon exercise ofoutstandingoptions, warrantsand rights
(a)
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders*
Total
In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Transactions” in the Proxy Statement is incorporated herein by reference.
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PART IV
The Company has designed and maintains disclosure controls and procedures to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. These controls and procedures are also designed to ensure that such information is communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer as appropriate, to allow them to make timely decisions about required disclosures.
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, which was conducted within 90 days of the filing of this annual report on Form 10-K, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures are effective.
There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the Chief Executive Officer’s and Chief Financial Officer’s most recent evaluation.
(a) 1. Financial Statements
The following financial statements of American Woodmark Corporation are incorporated in this Form 10-K by reference in Item 8:
Consolidated Balance Sheets as of April 30, 2003 and 2002
Consolidated Statements of Income and Retained Earnings—for each year of the three-year period ended April 30, 2003
Consolidated Statements of Comprehensive Income—for each year of the three-year period ended April 30, 2003
Consolidated Statements of Cash Flows—for each year of the three-year period ended April 30, 2003
Notes to Consolidated Financial Statements
Management’s Report
Report of Ernst & Young LLP, Independent Auditors
(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, 2003
Schedules other than the one listed above are omitted either because they are not required or are inapplicable.
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(a) 3. Exhibits
3.1
3.2(a)
3.2(b)
3.2(c)
3.2(d)
3.2(e)
4.1
4.2
10.1(i)
10.1(j)
10.1(k)
10.1(l)
10.6(a)
10.6(b)
10.6(c)
10.7(a)
10.7(b)
8
10.7(c)
10.7(d)
10.7(e)
10.7(f)
10.7(g)
10.7(h)
10.8(a)
10.8(b)
10.8(c)
10.8(d)
10.8(e)
10.8(f)
10.9
10.10(a)
10.10(b)
10.10(c)
9
10.10(d)
10.10(e)
10.10(f)
10.10(j)
10.10(k)
13
21
23
99.1
99.2
(b) Reports on Form 8-K
The Company filed one Form 8-K on February 26, 2003, announcing results for the third quarter ending January 31, 2003, and declaring a quarterly cash dividend to shareholders.
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Schedule II—Valuation and Qualifying Accounts
(In Thousands)
Description(a)
Year ended April 30, 2003:
Allowance for doubtful accounts
Reserve for cash discounts
Reserve for sales returns and allowances
Year ended April 30, 2002:
Year ended April 30, 2001:
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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.
(Registrant)
July 14, 2003
/S/ JAMES J. GOSA
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Title
Date
President and Chief Executive Officer (Principal Executive Officer)
Director
/S/ KENT B. GUICHARD
Senior Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
/S/ DENNIS M. NOLAN, JR.
Dennis M. Nolan, Jr.
Corporate Controller
(Principal Accounting Officer)
/S/ WILLIAM F. BRANDT, JR.
Chairman of the Board
/S/ DANIEL T. CARROLL
Daniel T. Carroll
/S/ C. ANTHONYWAINWRIGHT
C. Anthony Wainwright
/S/ MARTHA M. DALLY
Martha M. Dally
/S/ FRED S. GRUNEWALD
Fred S. Grunewald
/S/ KENT J. HUSSEY
Kent J. Hussey
/S/ JAMES G. DAVIS
James G. Davis
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/S/ G. THOMASMCKANE
G. Thomas McKane
/S/ NEIL P. DEFEO
Neil P. DeFeo
CERTIFICATIONS
I, James J. Gosa, certify that:
Chief Executive Officer
(Principal Executive Officer)
American Woodmark Corporation
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I, Kent B. Guichard, certify that:
Chief Financial Officer
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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. Kent Guichard
Senior Vice President, Finance and
P.O. Box 1980
Winchester, Virginia 22604-8090
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