UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
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January 31, 2013
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or
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission File Number:
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000-14798
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American Woodmark Corporation
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(Exact name of registrant as specified in its charter)
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Virginia
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54-1138147
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3102 Shawnee Drive, Winchester, Virginia
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22601
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(Address of principal executive offices)
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(Zip Code)
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(540) 665-9100
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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PAGE
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PART I.
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FINANCIAL INFORMATION
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NUMBER
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Item 1.
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Financial Statements (unaudited)
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Condensed Consolidated Balance Sheets--January 31, 2013 and April 30, 2012
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3
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Condensed Consolidated Statements of Operations--Three months ended January 31, 2013 and 2012; Nine months ended January 31, 2013 and 2012
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4
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Condensed Consolidated Statements of Comprehensive Income (Loss) – Three months ended January 31, 2013 and 2012; Nine months ended January 31, 2013 and 2012
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5
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Condensed Consolidated Statements of Cash Flows--Nine months ended January 31, 2013 and 2012
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6
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Notes to Condensed Consolidated Financial Statements--January 31, 2013
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7-12
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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12-19
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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19
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Item 4.
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Controls and Procedures
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19
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PART II.
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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19
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Item 1A.
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Risk Factors
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19
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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20
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Item 6.
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Exhibits
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21
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SIGNATURES
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22
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January 31,
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April 30,
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|||||||
2013
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2012
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash and cash equivalents
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$ | 66,004 | $ | 66,620 | ||||
Customer receivables, net
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40,954 | 32,533 | ||||||
Inventories
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28,144 | 22,340 | ||||||
Income taxes receivable and other
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2,560 | 2,523 | ||||||
Deferred income taxes
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12,002 | 7,086 | ||||||
Total Current Assets
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149,664 | 131,102 | ||||||
Property, plant and equipment, net
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74,825 | 75,375 | ||||||
Restricted cash
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7,064 | 7,064 | ||||||
Promotional displays, net
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5,344 | 5,073 | ||||||
Deferred income taxes
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26,521 | 34,969 | ||||||
Other assets
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7,348 | 11,538 | ||||||
TOTAL ASSETS
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$ | 270,766 | $ | 265,121 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY
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||||||||
Current Liabilities
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||||||||
Accounts payable
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$ | 22,941 | $ | 19,492 | ||||
Current maturities of long-term debt
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1,046 | 875 | ||||||
Accrued compensation and related expenses
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22,382 | 21,963 | ||||||
Accrued marketing expenses
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6,256 | 8,756 | ||||||
Other accrued expenses
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7,176 | 8,135 | ||||||
Total Current Liabilities
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59,801 | 59,221 | ||||||
Long-term debt, less current maturities
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23,419 | 23,790 | ||||||
Defined benefit pension liabilities
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45,495 | 50,547 | ||||||
Other long-term liabilities
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1,577 | 1,543 | ||||||
Shareholders' Equity
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||||||||
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued
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-- | -- | ||||||
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at January 31, 2013: 14,629,015 at April 30, 2012: 14,395,273
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101,668 | 96,205 | ||||||
Retained earnings
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65,990 | 61,422 | ||||||
Accumulated other comprehensive loss -
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||||||||
Defined benefit pension plans
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(27,184 | ) | (27,607 | ) | ||||
Total Shareholders' Equity
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140,474 | 130,020 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
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$ | 270,766 | $ | 265,121 | ||||
See notes to condensed consolidated financial statements.
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
January 31,
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January 31,
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2013
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2012
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2013
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2012
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Net sales
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$ | 151,346 | $ | 119,976 | $ | 459,358 | $ | 379,593 | ||||||||
Cost of sales and distribution
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127,839 | 105,388 | 389,014 | 330,484 | ||||||||||||
Gross Profit
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23,507 | 14,588 | 70,344 | 49,109 | ||||||||||||
Selling and marketing expenses
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13,083 | 13,671 | 42,576 | 44,155 | ||||||||||||
General and administrative expenses
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6,714 | 6,273 | 18,977 | 18,780 | ||||||||||||
Restructuring charges, net
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118 | 10,347 | 979 | 10,362 | ||||||||||||
Insurance recoveries
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-- | -- | (399 | ) | -- | |||||||||||
Operating Income (Loss)
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3,592 | (15,703 | ) | 8,211 | (24,188 | ) | ||||||||||
Interest expense
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157 | 132 | 474 | 406 | ||||||||||||
Other income
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(41 | ) | (182 | ) | (125 | ) | (510 | ) | ||||||||
Income (Loss) Before Income Taxes
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3,476 | (15,653 | ) | 7,862 | (24,084 | ) | ||||||||||
Income tax expense (benefit)
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1,419 | (6,539 | ) | 3,294 | (9,278 | ) | ||||||||||
Net Income (Loss)
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$ | 2,057 | $ | (9,114 | ) | $ | 4,568 | $ | (14,806 | ) | ||||||
Net Earnings (Loss) Per Share
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||||||||||||||||
Weighted Average Shares Outstanding
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||||||||||||||||
Basic
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14,581,573 | 14,361,953 | 14,498,483 | 14,330,863 | ||||||||||||
Diluted
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14,904,524 | 14,361,953 | 14,719,441 | 14,330,863 | ||||||||||||
Net earnings (loss) per share
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||||||||||||||||
Basic
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$ | 0.14 | $ | (0.63 | ) | $ | 0.32 | $ | (1.03 | ) | ||||||
Diluted
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$ | 0.14 | $ | (0.63 | ) | $ | 0.31 | $ | (1.03 | ) | ||||||
Cash dividends per share
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$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.09 | ||||||||
See notes to condensed consolidated financial statements.
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Three Months Ended
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Nine Months Ended
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January 31,
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January 31,
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2013
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2012
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2013
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2012
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Net income (loss)
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$ | 2,057 | $ | (9,114 | ) | $ | 4,568 | $ | (14,806 | ) | ||||||
Other comprehensive income, net of tax:
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Change in pension benefits
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142 | (7,271 | ) | 423 | (6,610 | ) | ||||||||||
Total Comprehensive Income (Loss)
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$ | 2,199 | $ | (16,385 | ) | $ | 4,991 | $ | (21,416 | ) | ||||||
See notes to condensed consolidated financial statements.
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Nine Months Ended
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January 31,
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2013
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2012
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OPERATING ACTIVITIES
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Net income (loss)
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$ | 4,568 | $ | (14,806 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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Depreciation and amortization
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10,967 | 17,204 | ||||||
Net loss on disposal of property, plant and equipment
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107 | 109 | ||||||
Impairment loss related to restructuring activities
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-- | 5,413 | ||||||
Gain on sales of assets held for sale
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(481 | ) | -- | |||||
Stock-based compensation expense
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2,648 | 2,606 | ||||||
Deferred income taxes
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2,994 | (8,812 | ) | |||||
Pension contributions (in excess of) less than expense
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(4,360 | ) | 4,403 | |||||
Tax benefit from stock-based compensation
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(331 | ) | -- | |||||
Other non-cash items
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325 | (212 | ) | |||||
Changes in operating assets and liabilities:
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Customer receivables
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(8,552 | ) | 6,265 | |||||
Inventories
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(5,689 | ) | 1,266 | |||||
Income taxes receivable and other assets
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(835 | ) | 272 | |||||
Accounts payable
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3,449 | (3,398 | ) | |||||
Accrued compensation and related expenses
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419 | 4,076 | ||||||
Other accrued expenses
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(2,593 | ) | (964 | ) | ||||
Net Cash Provided by Operating Activities
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2,636 | 13,422 | ||||||
INVESTING ACTIVITIES
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Payments to acquire property, plant and equipment
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(7,667 | ) | (5,215 | ) | ||||
Proceeds from sales of property, plant and equipment
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75 | 15 | ||||||
Proceeds from sales of assets held for sale
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6,447 | -- | ||||||
Investment in promotional displays
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(3,426 | ) | (2,388 | ) | ||||
Net Cash Used by Investing Activities
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(4,571 | ) | (7,588 | ) | ||||
FINANCING ACTIVITIES
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Payments of long-term debt
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(830 | ) | (774 | ) | ||||
Restricted cash
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-- | 16 | ||||||
Proceeds from issuance of common stock
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1,818 | 18 | ||||||
Payment of dividends
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-- | (1,287 | ) | |||||
Tax benefit from stock-based compensation
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331 | -- | ||||||
Net Cash Provided (Used) by Financing Activities
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1,319 | (2,027 | ) | |||||
Net Increase (Decrease) in Cash and Cash Equivalents
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(616 | ) | 3,807 | |||||
Cash and Cash Equivalents, Beginning of Period
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66,620 | 55,420 | ||||||
Cash and Cash Equivalents, End of Period
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$ | 66,004 | $ | 59,227 | ||||
See notes to condensed consolidated financial statements.
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
January 31,
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January 31,
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(in thousands, except per share amounts)
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2013
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2012
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2013
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2012
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||||||||||||
Numerator used in basic and diluted net earnings (loss)
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||||||||||||||||
per common share:
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||||||||||||||||
Net income (loss)
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$ | 2,057 | $ | (9,114 | ) | $ | 4,568 | $ | (14,806 | ) | ||||||
Denominator:
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||||||||||||||||
Denominator for basic net earnings (loss) per common
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||||||||||||||||
share - weighted-average shares
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14,582 | 14,362 | 14,498 | 14,331 | ||||||||||||
Effect of dilutive securities:
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||||||||||||||||
Stock options and restricted stock units
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323 | -- | 221 | -- | ||||||||||||
Denominator for diluted net earnings (loss) per common
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||||||||||||||||
share - weighted-average shares and assumed
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||||||||||||||||
conversions
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14,905 | 14,362 | 14,719 | 14,331 | ||||||||||||
Net earnings (loss) per share
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||||||||||||||||
Basic
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$ | 0.14 | $ | (0.63 | ) | $ | 0.32 | $ | (1.03 | ) | ||||||
Diluted
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$ | 0.14 | $ | (0.63 | ) | $ | 0.31 | $ | (1.03 | ) |
Three Months Ended
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Nine Months Ended
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|||||||||||||||
January 31,
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January 31,
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(in thousands)
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2013
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2012
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2013
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2012
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||||||||||||
Cost of sales and distribution
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$ | 159 | $ | 117 | $ | 467 | $ | 415 | ||||||||
Selling and marketing expenses
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224 | 162 | 654 | 551 | ||||||||||||
General and administrative expenses
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504 | 494 | 1,527 | 1,640 | ||||||||||||
Stock-based compensation expense
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$ | 887 | $ | 773 | $ | 2,648 | $ | 2,606 |
January 31,
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April 30,
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(in thousands)
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2013
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2012
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||||||
Gross customer receivables
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$ | 43,124 | $ | 34,572 | ||||
Less:
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||||||||
Allowance for doubtful accounts
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(173 | ) | (93 | ) | ||||
Allowance for returns and discounts
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(1,997 | ) | (1,946 | ) | ||||
Net customer receivables
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$ | 40,954 | $ | 32,533 |
January 31,
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April 30,
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(in thousands)
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2013
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2012
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||||||
Raw materials
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$ | 11,705 | $ | 9,412 | ||||
Work-in-process
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16,349 | 14,543 | ||||||
Finished goods
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10,275 | 8,734 | ||||||
Total FIFO inventories
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38,329 | 32,689 | ||||||
Reserve to adjust inventories to LIFO value
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(10,185 | ) | (10,349 | ) | ||||
Total LIFO inventories
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$ | 28,144 | $ | 22,340 |
Nine Months Ended
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||||||||
January 31,
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(in thousands)
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2013
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2012
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||||||
Beginning balance at May 1
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$ | 1,885 | $ | 1,738 | ||||
Accrual
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6,959 | 6,337 | ||||||
Settlements
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(7,168 | ) | (6,384 | ) | ||||
Ending balance at January 31
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$ | 1,676 | $ | 1,691 |
Nine Months Ended
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||||||||
January 31,
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||||||||
(in thousands)
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2013
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2012
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||||||
Cash paid during the period for:
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Interest
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$ | 451 | $ | 362 | ||||
Income taxes
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$ | 268 | $ | 206 |
Three Months Ended
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Nine Months Ended
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|||||||||||||||
January 31,
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January 31,
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(in thousands)
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2013
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2012
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2013
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2012
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||||||||||||
Service cost
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$ | -- | $ | 1,326 | $ | -- | $ | 3,892 | ||||||||
Interest cost
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1,565 | 1,633 | 4,696 | 4,986 | ||||||||||||
Expected return on plan assets
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(1,641 | ) | (1,633 | ) | (4,923 | ) | (4,945 | ) | ||||||||
Recognized net actuarial loss
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231 | 428 | 692 | 1,472 | ||||||||||||
Amortization of prior service cost
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-- | 13 | -- | 53 | ||||||||||||
Curtailment expense
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-- | 331 | -- | 331 | ||||||||||||
Net periodic pension cost
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$ | 155 | $ | 2,098 | $ | 465 | $ | 5,789 |
2012 Restructuring Plan
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||||
(in thousands)
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||||
Restructuring reserve balance as of April 30, 2012
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$ | 2,817 | ||
Additions
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190 | |||
Payments
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(2,986 | ) | ||
Reserve balance as of January 31, 2013
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$ | 21 |
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.
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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.
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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.
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Fair Value Measurements
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||||||||||
As of January 31, 2013
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||||||||||
Level 1
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Level 2
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Level 3
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||||||||
ASSETS:
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Money market funds
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$ | 45,940 | $ | - - | $ | - - | ||||
Mutual funds
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1,461 | - - | - - | |||||||
Total assets at fair value
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$ | 47,401 | $ | 0 | $ | 0 | ||||
As of April 30, 2012
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||||||||||
Level 1
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Level 2
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Level 3
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||||||||
ASSETS:
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||||||||||
Money market funds
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$ | 38,874 | $ | - - | $ | - - | ||||
Mutual funds
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1,357 | - - | - - | |||||||
Total assets at fair value
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$ | 40,231 | $ | 0 | $ | 0 |
·
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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;
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·
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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;
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·
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economic weakness in a specific channel of distribution;
|
·
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the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor;
|
·
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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;
|
·
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the need to respond to price or product initiatives launched by a competitor;
|
·
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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
|
·
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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.
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·
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Private sector employment increased during the third quarter of fiscal 2013, as it has in every month since March 2010 on a seasonally adjusted basis, according to data provided by the U.S. Department of Labor;
|
·
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Existing home sales levels and the median price per existing home sold each improved from one year ago by 12%, respectively, according to data provided by the National Association of Realtors; and
|
·
|
Single-family housing starts for calendar year 2012 improved by 25% compared with calendar year 2011, according to data provided by the U.S. Department of Commerce.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||
January 31,
|
January 31,
|
|||||||||||||||||||||||
(in thousands)
|
2013
|
2012
|
Percent Change
|
2013
|
2012
|
Percent Change
|
||||||||||||||||||
Net sales
|
$ | 151,346 | $ | 119,976 | 26 | % | $ | 459,358 | $ | 379,593 | 21 | % | ||||||||||||
Gross profit
|
23,507 | 14,588 | 61 | 70,344 | 49,109 | 43 | ||||||||||||||||||
Selling and marketing expenses
|
13,083 | 13,671 | (4 | ) | 42,576 | 44,155 | (4 | ) | ||||||||||||||||
General and administrative expenses
|
6,714 | 6,273 | 7 | 18,977 | 18,780 | 1 |
·
|
Labor and overhead costs improved by a combined 4.3% of net sales in both the third quarter and first nine months of fiscal 2013, respectively, compared with the comparable prior year periods, as the combination of the increased sales volume and the plant closures caused increased absorption of fixed overhead costs, while labor costs also became slightly more efficient than in prior year. Net labor efficiencies realized through January 31st, 2013 were less than originally expected due to the transition of production related to the recent plant closures during a period of significant sales growth. Net labor efficiencies improved as the third quarter of fiscal 2013 progressed;
|
·
|
Sales promotion costs improved by 1.1% of net sales during the third quarter and by 0.6% of net sales during the first nine months of fiscal 2013, respectively, compared with the comparable prior year periods, as a result of both an increased proportion of new construction sales to the Company’s total sales, as well as slightly reduced remodeling promotional activity; and
|
·
|
Materials and freight costs increased as a percentage of net sales by 2.1% during the third quarter and 2.5% during the first nine months of fiscal 2013, respectively, compared with the comparable prior year periods, driven primarily by inflationary pressures in finishing materials, lumber, cartons, imported components, and diesel fuel, as well as from production inefficiencies resulting from the recent plant closures.
|
FISCAL YEARS ENDED APRIL 30
|
||||||||||||||||||||
(in thousands)
|
Total Amounts
|
2013
|
2014-2015 | 2016-2017 |
2018 and Thereafter
|
|||||||||||||||
Revolving credit facility
|
$ | 10,000 | $ | -- | $ | 10,000 | $ | -- | $ | -- | ||||||||||
Economic development loans
|
3,524 | -- | -- | 2,234 | 1,290 | |||||||||||||||
Term loans
|
3,858 | 328 | 718 | 804 | 2,008 | |||||||||||||||
Capital lease obligations
|
7,283 | 547 | 1,131 | 1,140 | 4,465 | |||||||||||||||
Interest on long-term debt (a)
|
2,460 | 480 | 902 | 599 | 479 | |||||||||||||||
Operating lease obligations
|
13,729 | 3,665 | 6,206 | 3,803 | 55 | |||||||||||||||
Pension contributions (b)
|
30,410 | 7,350 | 11,970 | 11,090 | -- | |||||||||||||||
Total
|
$ | 71,264 | $ | 12,370 | $ | 30,927 | $ | 19,670 | $ | 8,297 |
(a)
|
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, 2012, bear a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 1.25%. 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 in effect as of April 30, 2012, throughout the remaining term of the facility.
|
(b)
|
The estimated obligations for the Company’s two frozen defined benefit pension plans as of April 30, 2012 set forth in the table were determined based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond 2017 had not been determined at that time. The enactment of the pension funding stabilization provisions in the Moving Ahead for Progress in the 21st Century Act (“MAP-21”) on July 9, 2012 had the effect of reducing expected funding requirements for the Company’s pension plans for fiscal 2013 by allowing the Company to calculate the discount rate for funding purposes based on an average of rates spread over a longer period of time. Based on MAP-21, the Company expects to contribute $4.9 million to the pension plans in fiscal 2013. Projected contributions beyond fiscal 2013 have not yet been determined.
|
Exhibit Number
|
Description
|
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).
|
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).
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4.2
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Amended and Restated Stockholder’s 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 percent of the Registrant’s total assets, have been omitted and will be furnished to the Securities and Exchange Commission on request.
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31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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31.2
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Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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32.1
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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).
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101
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Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).#
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/s/Jonathan H. Wolk
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Jonathan H. Wolk
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Senior Vice President and
Chief Financial Officer
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Date: February 27, 2013
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Signing on behalf of the
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registrant and as principal
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financial and accounting officer
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Exhibit Number
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Description
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3.1 (a)
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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).
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3.1 (b)
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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).
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3.2
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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).
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4.1
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The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).
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4.2
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Amended and Restated Stockholder’s 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 percent of the Registrant’s total assets, have been omitted and will be furnished to the Securities and Exchange Commission on request.
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31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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31.2
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Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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32.1
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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).
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101
|
Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).#
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1.
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I have reviewed this report on Form 10-Q of American Woodmark Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/Kent B. Guichard
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Kent B. Guichard
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Date: February 27, 2013
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1.
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I have reviewed this report on Form 10-Q of American Woodmark Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/Jonathan H. Wolk
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Jonathan H. Wolk
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Date: February 27, 2013
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1.
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The Quarterly Report on Form 10-Q of American Woodmark Corporation for the quarter ended January 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 27, 2013
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/s/ Kent B. Guichard
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Kent B. Guichard
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||
Chairman and Chief Executive Officer
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||
(Principal Executive Officer)
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Date: February 27, 2013
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/s/Jonathan H. Wolk
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Jonathan H. Wolk
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||
Senior Vice President and Chief Financial Officer
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||
(Principal Financial Officer)
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Restructuring Charges (Summary Of Restructuring Reserve) (Details) (USD $)
In Thousands, unless otherwise specified |
9 Months Ended |
---|---|
Jan. 31, 2013
|
|
Restructuring Charges [Abstract] | |
Restructuring reserve balance as of April 30, 2012 | $ 2,817 |
Additions | 190 |
Payments | (2,986) |
Reserve balance as of January 31, 2013 | $ 21 |
Inventories (Components Of Inventories) (Details) (USD $)
In Thousands, unless otherwise specified |
Jan. 31, 2013
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Apr. 30, 2012
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---|---|---|
Inventories [Abstract] | ||
Raw materials | $ 11,705 | $ 9,412 |
Work-in-process | 16,349 | 14,543 |
Finished goods | 10,275 | 8,734 |
Total FIFO inventories | 38,329 | 32,689 |
Reserve to adjust inventories to LIFO value | (10,185) | (10,349) |
Total LIFO inventories | $ 28,144 | $ 22,340 |
Pension Benefits (Tables)
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2013
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Pension Benefits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Periodic Pension Cost |
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Pension Benefits (Net Periodic Pension Cost) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jan. 31, 2013
|
Jan. 31, 2012
|
Jan. 31, 2013
|
Jan. 31, 2012
|
|
Pension Benefits [Abstract] | ||||
Service cost | $ 0 | $ 1,326 | $ 0 | $ 3,892 |
Interest cost | 1,565 | 1,633 | 4,696 | 4,986 |
Expected return on plan assets | (1,641) | (1,633) | (4,923) | (4,945) |
Amortization of net loss | 231 | 428 | 692 | 1,472 |
Amortization of prior service cost | 0 | 13 | 0 | 53 |
Curtailment expense | 0 | 331 | 0 | 331 |
Net periodic pension cost | $ 155 | $ 2,098 | $ 465 | $ 5,789 |
Net Earnings (Loss) Per Share
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2013
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Earnings (Net Loss) Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Net Loss) Per Share |
NOTE C--NET EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net earnings (loss) per share:
Potentially dilutive securities of 0.7 million and 1.7 million shares for the three-month periods ended January 31, 2013 and 2012, respectively, and 1.3 million and 1.9 million shares for the nine-month periods ended January 31, 2013 and 2012, respectively, were excluded from the calculation of net earnings (loss) per share, as the effect would be anti-dilutive.
|