American Woodmark - 10-K annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

For the fiscal year ended April 30, 2004

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:

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  x    No  ¨

The aggregate market value of the registrant’s Common Stock, no par value, held by non-affiliates of the registrant as of October 31, 2003, the last business day of the Company’s most recent second quarter was $286,582,387.

As of June 28, 2004, 8,228,610 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, 2004 (“2004 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 26, 2004 (Proxy Statement) are incorporated by reference into Parts II and 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 230 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 to the remodeling and new home construction markets. The Company services these markets through three primary channels: home centers, major builders, and independent dealers and distributors. The Company distributes its products to each market channel directly from five assembly plants through a third party logistics network.

The primary raw materials used include oak, maple, cherry and hickory lumber. Additional raw materials include paint, particleboard, manufactured components and hardware. The Company currently purchases paint from one supplier; however, other sources are available. Other raw materials are purchased from more than one source and are readily available.

American Woodmark operates in a highly fragmented industry that is composed of several thousand local, regional and national manufacturers. The Company’s principal means for competition is its breadth and variety of product offering, expanded service capabilities and affordable quality. American Woodmark believes that no other company in the industry has more than a 20% share of the market. The Company also believes it is one of the three largest manufacturers of kitchen cabinets in the United States.

The Company’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 the Company’s customer mix have reduced seasonal fluctuations in 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 sales. The loss of either would have a material adverse effect on the Company.

As of April 30, 2004, the Company had 5,903 employees. Approximately 13% of the Company’s employees are represented by labor unions. The Company believes that 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, 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.

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American Woodmark leases its Corporate Office which is located in Winchester, Virginia. In addition, the Company leases one and owns 12 manufacturing facilities located primarily in the eastern United States. The Company also leases 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.

Primary properties include:

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 2004 Annual Report is incorporated herein by reference.

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No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2004.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Registrant as of April 30, 2004 are as follows:

PART II

In response to this Item, the information under “Market Information” in the 2004 Annual Report is incorporated herein by reference.

The following table details share repurchases during the fourth quarter:

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In response to this Item, the information under “Five-Year Selected Financial Information” in the 2004 Annual Report is incorporated herein by reference.

In response to this Item, the information under “Management’s Discussion and Analysis” in the 2004 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 2004 Annual Report is incorporated herein by reference in Item 7.

In response to this Item, the Annual Consolidated Financial Statements, Notes to the Consolidated Financial Statements, the information under “Quarterly Results of Operations (Unaudited),” “Management’s Report,” and the Report of Independent Registered Public Accounting Firm, in the 2004 Annual Report are incorporated herein by reference.

In response to this Item, the information under “Statements Concerning Audit Services and Fees” in the Proxy Statement is incorporated herein by reference.

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 as of the end of the period covered by this 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.

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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, (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption “Executive Officers of the Registrant,” (3) the information concerning the Audit Committee, including the members of the committee, and our Audit Committee financial expert is incorporated by reference from the discussion under the heading “Audit Committee” within the “Board and Committee Meetings” in the Proxy Statement, and (4) the information concerning the Code of Business Conduct and Ethics governing our Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer can be found on our Web site at www.americanwoodmark.com and is incorporated by reference under the heading “Corporate Governance” in the Proxy Statement.

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, 2004:

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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In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Statements Concerning Audit Services and Fees” in the Proxy Statement, with respect to principal accountant fees and services, is incorporated herein by reference.

PART IV

(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, 2004 and 2003

Consolidated Statements of Income and Retained Earnings - for each year of the three-year period ended April 30, 2004

Consolidated Statements of Comprehensive Income - for each year of the three-year period ended April 30, 2004

Consolidated Statements of Cash Flows - for each year of the three-year period ended April 30, 2004

Notes to Consolidated Financial Statements

Management’s Report

Report of Independent Registered Public Accounting Firm

(a) 2. Financial Statement Schedules

The following financial statement schedule is filed as a part of this Form 10-K:

Schedule II – Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2004

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

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9

The Company filed one Form 8-K on February 24, 2004 announcing results for the third quarter ending January 31, 2004 and declaring a quarterly cash dividend to shareholders.

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Schedule II - Valuation and Qualifying Accounts

AMERICAN WOODMARK CORPORATION

(In Thousands)

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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.

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.

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