10-Q 1 d10q2q.htm SECOND QUARTER FY2005 Form 10-Q
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission file number 0-14798

 

American Woodmark Corporation

(Exact name of registrant as specified in its charter)

 

Virginia   54-1138147

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

3102 Shawnee Drive, Winchester, Virginia   22601
(Address of principal executive offices)   (Zip Code)

 

(540) 665-9100

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed

since last report)

 

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, no par value


 

16,468,189 shares outstanding


Class

  as of December 6, 2004

 



Table of Contents

AMERICAN WOODMARK CORPORATION

 

FORM 10-Q

 

INDEX

 

          PAGE
NUMBER


PART I. FINANCIAL INFORMATION

    

Item 1.

   Financial Statements     
     Consolidated Balance Sheets—October 31, 2004 and April 30, 2004    3
     Consolidated Statements of Income—Three months ended October 31, 2004 and 2003; Six months ended October 31, 2004 and 2003    4
     Consolidated Statements of Cash Flows—Six months ended October 31, 2004 and 2003    5
     Notes to Consolidated Financial Statements—October 31, 2004    6-9

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    10-13

Item 3.

   Quantitative and Qualitative Disclosures of Market Risk    13

Item 4.

   Controls and Procedures    13

PART II. OTHER INFORMATION

    

Item 1.

   Legal Proceedings    13

Item 2.

   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    14

Item 6.

   Exhibits    14

SIGNATURES

   15

CERTIFICATIONS

   16-18

 

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PART I. FINANCIAL INFORMATION

 

Item 1.  

 

AMERICAN WOODMARK CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

    

October 31,
2004

(Unaudited)


   

April 30,
2004

(Audited)


 

ASSETS

                

Current Assets

                

Cash and cash equivalents

   $ 38,952     $ 29,432  

Customer receivables, net

     44,006       48,286  

Inventories

     57,460       54,921  

Prepaid expenses and other

     7,270       1,515  

Deferred income taxes

     5,911       10,504  
    


 


Total Current Assets

     153,599       144,658  

Property, Plant, and Equipment – Net

     173,527       143,136  

Promotional Displays

     18,694       17,112  

Other Assets

     1,201       1,181  

Intangible Pension Assets

     964       964  
    


 


     $ 347,985     $ 307,051  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Current Liabilities

                

Accounts payable

   $ 36,992     $ 29,145  

Accrued compensation and related expenses

     33,302       32,391  

Current maturities of long-term debt

     1,009       988  

Accrued marketing expenses

     8,619       5,875  

Other accrued expenses

     7,978       6,921  
    


 


Total Current Liabilities

     87,900       75,320  

Long-Term Debt, less current maturities

     27,613       18,028  

Deferred Income Taxes

     13,349       11,402  

Long-Term Pension Liabilities

     8,155       8,155  

Other Long-Term Liabilities

     838       1,001  

Stockholders’ Equity

                

Preferred Stock, $1.00 par value; 2,000,000 shares authorized, none issued

                

Common Stock, no par value; 40,000,000 shares authorized; issued and outstanding
16,456,050 shares at October 31, 2004; 16,459,886 shares at April 30, 2004

     47,973       43,435  

Retained earnings

     169,352       156,993  

Accumulated Other Comprehensive Income

                

Minimum pension liability

     (6,921 )     (6,921 )

Unrealized loss on derivative contracts

     (274 )     (362 )
    


 


Total Stockholders’ Equity

     210,130       193,145  
    


 


     $ 347,985     $ 307,051  
    


 


 

See accompanying condensed notes to consolidated financial statements

 

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AMERICAN WOODMARK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share data)

(Unaudited)

 

    

Three Months Ended

October 31


   

Six Months Ended

October 31


 
     2004

    2003

    2004

    2003

 

Net sales

   $ 199,149     $ 169,395     $ 386,683     $ 324,327  

Cost of sales and distribution

     156,479       134,861       305,143       255,960  
    


 


 


 


Gross Profit

     42,670       34,534       81,540       68,367  

Selling and marketing expenses

     16,405       15,057       32,531       30,439  

General and administrative expenses

     7,623       5,818       14,509       11,763  
    


 


 


 


Operating Income

     18,642       13,659       34,500       26,165  

Interest expense

     125       230       134       485  

Other income

     (97 )     (124 )     (152 )     (151 )
    


 


 


 


Income Before Income Taxes

     18,614       13,553       34,518       25,831  

Provision for income taxes

     7,259       5,326       13,462       10,152  
    


 


 


 


Net Income

   $ 11,355     $ 8,227     $ 21,056     $ 15,679  
    


 


 


 


Earnings Per Share

                                

Weighted average shares outstanding

                                

Basic

     16,461,839       16,176,308       16,456,306       16,172,256  

Diluted

     16,918,556       16,602,572       16,849,175       16,599,690  

Net income per share

                                

Basic

   $ 0.69     $ 0.51     $ 1.28     $ 0.97  

Diluted

   $ 0.67     $ 0.50     $ 1.25     $ 0.94  
    


 


 


 


Cash dividends per share

   $ 0.03     $ 0.025     $ 0.055     $ 0.05  

 

See accompanying condensed notes to consolidated financial statements

 

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AMERICAN WOODMARK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

     Six Months Ended
October 31


 
     2004

    2003

 

Operating Activities

                

Net income

   $ 21,056     $ 15,679  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Provision for depreciation and amortization

     14,974       13,826  

Net loss on disposal of property, plant, and equipment

     72       13  

Deferred income taxes

     6,540       749  

Other non-cash items

     478       (1 )

Changes in operating assets and liabilities:

                

Customer receivables

     3,836       (8,498 )

Inventories

     (2,586 )     (2,703 )

Prepaid expenses

     (1,028 )     2,659  

Prepaid income taxes

     (4,184 )     (1,073 )

Other assets

     (7,725 )     (9,954 )

Accounts payable

     7,847       3,884  

Accrued compensation and related expenses

     911       857  

Other accrued expenses

     3,197       2,372  

Other

     1,444       98  
    


 


Net Cash Provided by Operating Activities

     44,832       17,908  
    


 


Investing Activities

                

Payments to acquire property, plant, and equipment

     (39,519 )     (7,764 )

Proceeds from sales of property, plant, and equipment

     206        —    
    


 


Net Cash Used by Investing Activities

     (39,313 )     (7,764 )
    


 


Financing Activities

                

Payments of long-term debt

     (2,694 )      (374 )

Proceeds from long-term borrowings

     12,300        —    

Proceeds from the issuance of Common Stock

     913       1,054  

Repurchase of Common Stock

     (5,610 )     (2,228 )

Payment of dividends

     (908 )     (809 )
    


 


Net Cash Provided (Used) by Financing Activities

     4,001       (2,357 )

Increase In Cash And Cash Equivalents

     9,520       7,787  

Cash And Cash Equivalents, Beginning of Period

     29,432       15,512  
    


 


Cash And Cash Equivalents, End of Period

   $ 38,952     $ 23,299  
    


 


 

See accompanying condensed notes to consolidated financial statements

 

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AMERICAN WOODMARK CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A—BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended October 31, 2004 are not necessarily indicative of the results that may be expected for the year ended April 30, 2005. The unaudited financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2004.

 

NOTE B—NEW ACCOUNTING PRONOUNCEMENTS

 

No new accounting pronouncements were applicable for the quarter.

 

NOTE C—COMPREHENSIVE INCOME

 

The Company’s comprehensive income was $11.4 million and $21.1 million for the three months and six months ended October 31, 2004, respectively, and $8.3 million and $15.8 million for the three months and six months ended October 31, 2003, respectively. Comprehensive income differs from net income for the quarter and six months ending October 2003 and 2004 due to a change in the accumulated unrealized loss on the Company’s interest rate swap agreements.

 

NOTE D—EARNINGS PER SHARE

 

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

 

    

Three Months Ended

October 31


   Six Months Ended
October 31


     2004

   2003

   2004

   2003

Numerator:

                           

Net income used for both basic and dilutive earnings per share (in thousands)

   $ 11,355    $ 8,227    $ 21,056    $ 15,679

Denominator:

                           

Denominator for basic earnings per share-weighted average shares

     16,462      16,176      16,456      16,172

Effect of dilutive securities:

                           

Stock Options

     457      426      393      428
    

  

  

  

Denominator for diluted earnings per share-weighted average shares and assumed conversions

     16,919      16,602      16,849      16,600
    

  

  

  

Net income per share

                           

Basic

   $ 0.69    $ 0.50    $ 1.28    $ 0.97

Diluted

   $ 0.67    $ 0.50    $ 1.25    $ 0.94

 

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NOTE E—STOCK-BASED COMPENSATION

 

The Company applies Accounting Principles Board Opinion No. 25 in accounting for stock options and discloses the pro forma effects on net income based on the fair value of options granted as permitted by Statement of Financial Accounting Standards No. 123. No stock-based employee compensation cost is reflected in net income, as all options granted had an exercise price equal to the market value of the common stock at the date of grant.

 

The following table summarizes the pro forma effects on net income assuming compensation cost for such awards had been recorded based upon the estimated fair value on the date of the grant (in thousands, except per share data):

 

    

Three Months Ended

October 31


    Six Months Ended
October 31


 
     2004

    2003

    2004

    2003

 

Net income

   $ 11,355     $ 8,227     $ 21,056     $ 15,679  

Stock-based employee compensation expense, net of income tax effects

     (739 )     (605 )     (1,358 )     (1,177 )
    


 


 


 


Pro forma net income

   $ 10,616     $ 7,622     $ 19,698     $ 14,502  
    


 


 


 


Pro forma net income per share

                                

Basic

   $ 0.64     $ 0.47     $ 1.20     $ 0.90  

Diluted

   $ 0.63     $ 0.46     $ 1.17     $ 0.87  

 

 

To determine these amounts, the fair value of each stock option has been estimated on the date of the grant using a Black-Scholes option-pricing model. Significant assumptions used in this model include a dividend yield of 0.8% and the following:

 

     October 31
2004


    October 31
2003


 

Expected volatility

     0.507       0.512  

Risk-free interest rates

     3.98 %     2.40 %

Expected life in years

     6.0       6.0  

Weighted-average fair value per share

   $ 13.71     $ 11.40  

 

 

NOTE F—CUSTOMER RECEIVABLES

 

The components of customer receivables were:

 

(in thousands)    October 31,
2004


    April 30,
2004


 

Gross customer receivables

   $ 50,046     $ 54,122  

Less:

                

Allowance for doubtful accounts

     (982 )     (1,222 )

Allowance for returns and discounts

     (5,058 )     (4,614 )
    


 


Net customer receivables

   $ 44,006     $ 48,286  
    


 


 

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NOTE G—INVENTORIES

 

The components of inventories were:

 

(in thousands)    October 31,
2004


    April 30,
2004


 

Raw materials

   $ 19,403     $ 19,569  

Work-in-process

     37,509       37,045  

Finished goods

     12,513       9,653  
    


 


Total FIFO inventories

   $ 69,425     $ 66,267  

Reserve to adjust inventories to LIFO value

     (11,965 )     (11,346 )
    


 


Total LIFO inventories

   $ 57,460     $ 54,921  
    


 


 

An actual valuation of inventory under the LIFO method is made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Since these items are subject to many forces beyond management’s control, interim results are subject to the final year-end LIFO inventory valuation.

 

NOTE H—PRODUCT WARRANTY

 

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within three months of the original shipment date.

 

The following is a reconciliation of the Company’s warranty liability:

 

    

Period Ending

October 31


 
(in thousands)    2004

    2003

 

Beginning balance at May 1

   $ 3,322     $ 3,133  

Accrual

     11,566       8,138  

Settlements

     (11,024 )     (7,412 )
    


 


Ending balance at October 31

   $ 3,864     $ 3,859  
    


 


 

NOTE I—CASH FLOW

 

Supplemental disclosures of cash flow information:

 

     Six Months Ended
October 31


(in thousands)    2004

   2003

Cash paid during the period for:

             

Interest

   $ 461    $ 490

Income taxes

   $ 9,759    $ 7,173

 

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NOTE J—PENSION BENEFITS

 

Net periodic pension cost consisted of the following for the three months and six months ended October 31, 2004 and 2003.

 

    

Quarter Ended

October 31


    Six Months Ended
October 31


 
(in thousands)    2004

    2003

    2004

    2003

 

Service cost

   $ 992     $ 807      $ 1,984     $ 1,614  

Interest cost

     894       734        1,788       1,468  

Expected return on plan assets

     (672 )     (547 )      (1,344 )     (1,094 )

Amortization of net loss

     306       324        612       648  

Amortization of prior service cost

     29       27        58       54  
    


 


    


 


Net periodic pension cost

   $ 1,549     $ 1,345      $ 3,098     $ 2,690  
    


 


    


 


 

 

Employer Contributions

 

The Company previously disclosed in its consolidated financial statements for the year ended April 30, 2004, that it expected to contribute $8.1 million to its pension plan in fiscal 2005. As of October 31, 2004, $2.0 million of contributions have been made. The Company presently anticipates contributing an additional $6.6 million to fund its pension plan in fiscal 2005 for a total of $8.6 million.

 

 

NOTE K—OTHER INFORMATION

 

The Company is involved in various suits and claims in the normal course of business. Included therein are claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have a material adverse effect on the Company’s results of operations, financial position, and liquidity.

 

 

NOTE L—STOCK SPLIT

 

On August 26, 2004, the Board of Directors of American Woodmark Corporation declared a two-for-one stock split of the Company’s common stock to be distributed in the form of a stock dividend payable on September 24, 2004, to shareholders of record on September 10, 2004. Additionally, the Board of Directors approved a pre-stock split cash dividend of $0.06 per share for shareholders of record on September 10, 2004. On a post-stock split basis, the cash dividend equates to $0.03 per share.

 

All share and per share information has been restated to reflect the two-for-one stock split.

 

In addition, the Board of Directors authorized an additional $10 million to repurchase common stock. This Board authorization is for the repurchase of company stock from time-to-time when in the opinion of management, the market price presents an attractive return on investment for the shareholders.

 

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Item 2.  

 

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

 

The following discussion should be read in conjunction with our consolidated financial statements and the related notes to the consolidated financial statements, both of which are included in Item 1 of this report. The Company’s critical accounting policies are included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2004.

 

Forward-Looking Statements

 

This report contains statements concerning the Company’s expectations, plans, objectives, future financial performance, and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by words such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “plan,” “may” or other similar words. Forward-looking statements contained in this Management’s Discussion and Analysis are based on current expectations. However, we participate in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, (3) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor, (4) a sudden and significant rise in basic raw material costs, (5) a dramatic increase to the cost of diesel fuel and/or transportation-related services, (6) the need to respond to price or product initiatives launched by a competitor, and (7) sales growth at a rate that outpaces the Company’s ability to install new capacity. While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a materially adverse impact on operating results.

 

Overview

 

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, major builders and home manufacturers, and through a network of independent distributors. At October 31, 2004, the Company operated fourteen manufacturing facilities and ten service centers across the country.

 

During the second quarter of fiscal 2005, the Company experienced growth in net sales driven by strong activity in both the new construction and remodeling markets. New construction markets serviced by the Company were strong due to favorable mortgage rates. Demand for the Company’s products in the remodeling market was strong, as existing home sales and home improvement activity remained high. Gross profit for the quarter of 21.4% was improved from 20.7% in the most recent quarter and 20.4% in the second quarter of fiscal 2004. Gross profit improvement was driven by a favorable product mix and increased labor efficiencies which were partially offset by higher freight costs.

 

Net income for the quarter was $11.4 million compared to $8.2 million during the second quarter of fiscal 2004.

 

On August 26, 2004, the Board of Directors of American Woodmark Corporation declared a two-for-one stock split of the Company’s common stock to be distributed in the form of a stock dividend payable on September 24, 2004, to shareholders of record on September 10, 2004. All share and per share information has been restated to reflect the two-for-one stock split.

 

 

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Results of Operations

 

(in thousands)

   Three Months Ended
October 31


   Six Months Ended
October 31


   2004

   2003

   Percent Change

    2004

   2003

   Percent Change

Net Sales

   $199,149    $169,395      17.6%     $386,683    $324,327      19.2%

Gross Profit

   42,670    34,534      23.6%    81,540    68,367      19.3%

Selling and Marketing Expenses

   16,405    15,057      9.0%    32,531    30,439      6.9%

General and Administrative Expenses

   7,623    5,818      31.0%    14,509    11,763      23.3%

Interest Expense

   125    230       (45.7%)   134    485      (72.4%)

 


Sales.  Net sales were $199.1 million for the second quarter of fiscal 2005, an increase of 17.6% over the second quarter of fiscal 2004. For the first six months of fiscal 2005, net sales were $386.7 million, an increase of 19.2% over the same period in fiscal 2004. Higher sales for both the quarter and six-month periods were the result of continued growth in both the remodeling and new home construction markets. Overall unit volume for the quarter and the six-month period ending October 31, 2004, increased 10.9% and 12.7%, respectively, due to the combination of general market growth and an increase in market share driven by new products. The average revenue per unit increased 6.0% for the second quarter and 5.8% for the six-month period ending October 31, 2004, as a result of shifts in product mix and improved pricing.

 

Gross Profit.  Gross profit margin for the second quarter of fiscal 2005 was 21.4% compared to 20.4% for the same period of fiscal 2004. For the first six months of fiscal 2005, gross margin was 21.1% or flat with the same period of fiscal 2004. The quarterly increase was due to the combination of shifts in product mix and lower labor costs as a result of increased productivity at both established and new facilities and lower benefit costs. This favorability was partially offset by increased freight costs as a result of rising fuel costs. Material costs as a percent of sales were flat as material usage efficiencies and improved product mix offset price pressures in certain raw materials. Overhead costs as a percent of sales were flat as leverage provided by increased volume was offset by costs associated with new capacity.

 

Selling and Marketing Expenses.  Selling and marketing expenses for the second quarter of fiscal 2005 were $16.4 million or 8.2% of sales compared to $15.1 million or 8.9% of sales for the same period in fiscal 2004. For the first six months of fiscal 2005, selling and marketing expenses were $32.5 million or 8.4% of sales compared to $30.4 million or 9.4% of sales for the first six months of fiscal 2004. The decrease as a percent of sales in both periods was attributable to continued cost management efforts and favorable leverage on overhead expenses with additional sales volume.

 

General and Administrative Expenses.  General and administrative expenses for the second quarter of fiscal 2005 were $7.6 million or 3.8% of sales compared to $5.8 million or 3.4% of sales for the same period in fiscal 2004. For the first six months of fiscal 2005, general and administrative expenses were $14.5 million or 3.8% of sales compared to $11.8 million or 3.6% of sales for the same period of fiscal 2004. Increases between periods were primarily the result of increased professional fees, including costs associated with Section 404 compliance of the Sarbanes-Oxley Act of 2002, and higher costs associated with the Company’s pay-for-performance employee incentive plans.

 

Interest Expense.  Interest expense for the second quarter and first six months of fiscal 2005 was $125 thousand and $134 thousand respectively, compared to $230 thousand and $485 thousand for the second quarter and first six months of fiscal 2004. The decrease between periods is attributable to increased capitalized interest on long-term capital projects.

 

Effective Income Tax Rates.  The Company’s combined federal and state effective income tax rate for the second quarter and first six months of fiscal 2005 was 39.0% compared to 39.3% in the same periods of fiscal 2004.

 

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CASH FLOWS

 

 

The statements of cash flows reflect the changes in cash and cash equivalents for the six months ended October 31, 2004 and 2003, by classifying transactions into three major categories: operating, investing, and financing activities.

 

Operating Activities

 

The Company’s main source of liquidity is cash generated from operating activities consisting of net earnings adjusted for non-cash operating items, primarily depreciation and amortization, and changes in operating assets and liabilities such as receivables, inventories, and payables.

 

 

Cash provided by operating activities in the first six months of fiscal 2005 was $44.8 million compared to $17.9 million in fiscal 2004. The improvement versus last year was attributable to an increase in net income combined with a decrease in customer receivables and an increase in deferred income tax liabilities. Increases in accounts payable and other accrued expenses were partially offset by increased prepaid income taxes and other prepaid expenses. Changes in cash flow from customer receivables and accounts payable were due to increased sales activity and timing of cash payments and receipts. Deferred income taxes decreased due to the tax treatment associated with stock option exercises.

 

Investing Activities

 

 

The Company’s primary investing activities are property additions. Property, plant, and equipment additions for the first six months of fiscal 2005 were $39.5 million compared to $7.8 million in the same period of fiscal 2004. These expenditures were primarily for construction of a new component facility in Hardy County, West Virginia, a new assembly facility in Allegany County, Maryland, equipment deposits for expanded capacity, and other equipment and tooling related to cost savings projects. The new assembly facility in Maryland is currently under construction with initial production scheduled for January 2005. The Company expects to invest approximately $15 to $20 million in capital spending during the remainder of fiscal 2005.

 

Financing Activities

 

 

Long-term borrowings increased $10 million from year-end as the Company closed on a $10 million, low interest loan from the West Virginia Economic Development Authority. The loan bears a fixed 2% interest rate, requires monthly interest payments for 24 months and monthly principal and interest payments for the remainder of the term, with loan termination on July 30, 2024. Due to timing, the Company was required to make a one day borrowing of funds from its term credit facility of $2.3 million during the first six months of fiscal 2005.

 

 

Cash dividends paid to shareholders were $908 thousand and $809 thousand for the first six months of fiscal 2005 and fiscal 2004, respectively.

 

 

Under the Company’s stock repurchase plan approved by the Board of Directors in August 2002 and August 2004, the Company repurchased $5.6 million of stock during the first six months of fiscal 2005. Each Board of Directors authorization was for the repurchase of up to $10 million of company stock from time to time, when in the opinion of management, the market price presents an attractive return on investment for the shareholders. At October 31, 2004, approximately $8.6 million remains authorized by the Company’s Board of Directors to repurchase shares of the Company’s common stock under this authorization. See Part II, Item 2 for a table summarizing stock repurchases in the quarter, and the approximate dollar value of shares that may be repurchased under the program.

 

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FINANCIAL CONDITION AND LIQUIDITY

 

 

 

Cash flow from operations combined with accumulated cash on hand and available borrowing capacity is expected to be sufficient to meet forecasted working capital requirements, service existing debt obligations, and fund capital expenditures for the remainder of fiscal 2005 and fiscal 2006. As of October 31, 2004, the Company had $35 million available under existing credit facilities.

 

 

The timing of the Company’s contractual obligations as summarized in the Annual Report on Form 10-K for fiscal year 2004 remains consistent with the exception of a $10 million, low interest loan as outlined in “Financing Activities” above.

 

 

Dividends Declared

 

On November 15, 2004, the Board of Directors approved a $.03 per share cash dividend on its Common Stock. The cash dividend will be paid on December 10, 2004, to shareholders of record on November 30, 2004.

 

 

Seasonal and Inflationary Factors

 

The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

 

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations. The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.

 

 

Item 3.   Quantitative and Qualitative Disclosures of Market Risk

 

As of October 31, 2004, the Company had no instruments which were sensitive to changes in the market. All borrowings of the Company, after consideration of the interest rate swap, carry a fixed interest rate between 2% and 6%. See additional disclosures in the Company’s Annual Report on Form 10-K.

 

 

Item 4.   Controls and Procedures

 

Senior management, including the Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of October 31, 2004. Based on this evaluation process, the Chief Executive Officer and Principal Accounting Officer have concluded that the Company’s disclosure controls and procedures are effective and that there have been no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Since that evaluation process was completed, there have been no significant changes in internal controls or in other factors that could significantly affect these controls.

 

PART II. OTHER INFORMATION

 

 

Item 1.   Legal Proceedings

 

The Company is involved in various suits and claims in the normal course of business all of which constitute ordinary, routine litigation incidental to the business. The Company does not have any litigation that does not constitute ordinary, routine litigation to its business.

 

 

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Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

The following table summarizes repurchases of common stock in the quarter ended October 31, 2004:

 

     Share Repurchases

     Total Number of
Shares Purchased
(2)


   Average
Price Paid
Per Share


   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs


   Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under The Programs
(1)


August 1 - 31, 2004

   1,004    $ 34.282    —      $ 12,071,114

September 1 - 30, 2004

   157,614    $ 36.123    79,400    $ 9,124,584

October 1 - 31, 2004

   14,300    $ 37.059    14,300    $ 8,594,647
    
  

  
  

Quarter ended October 31, 2004

   172,918    $ 36.188    93,700    $ 8,594,647

 

 

  (1)   In August 2002 and August 2004, the Company’s Board of Directors approved plans to repurchase up to $10 million per plan of the Company’s common stock. These plans have no expiration date. In the second quarter of fiscal 2005, the Company repurchased 93,700 shares under the approved plans. At October 31, 2004, $8.6 million remained authorized by the Company’s Board of Directors to repurchase shares of the Company’s common stock.

 

  (2)   The Company repurchased 172,918 shares of its common stock in the second quarter of fiscal 2005. In the second quarter of fiscal 2005, 79,218 of the repurchased shares were the result of common stock being surrendered by employees and directors for the purpose of payment of options exercised and income tax withholdings as permitted by the shareholder approved 1996 and 1999 Employee & Director Stock Option Plans. The dollar value of these repurchase transactions is appropriately reflected in the Company’s retained earnings but has no impact on previously announced repurchase programs outlined in (1) above.

 

 

Item 6.   Exhibits

 

  (a) Exhibits.

 

3.1    Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed on September 9, 2004; Commission File No. 0-14798).
3.2    Bylaws (Incorporated by reference to Exhibit 3.2(a) to the Company’s Annual Report on Form 10-K filed on July 14, 2004; Commission File No. 0-14798).
31.1    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (Filed herewith).
31.2    Certification of the Principal Accounting Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (Filed herewith).
32.1    Certification of the Chief Executive Officer and Principal Accounting Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed Herewith).

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

 

           

AMERICAN WOODMARK CORPORATION

                            (Registrant)

   

/s/ Dennis M. Nolan, Jr.


         

/s/ James J. Gosa


   

Dennis M. Nolan, Jr.

Corporate Controller

         

James J. Gosa

Chairman and Chief Executive Officer

   

Date: December 8, 2004

Signing on behalf of the

registrant and as principal

accounting officer

         

Date: December 8, 2004

Signing on behalf of the

registrant and as principal

executive officer

 

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