10-K 1 d10k.htm FORM 10-K FORM 10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

Form 10-K

 

 

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

 

 

For the fiscal year ended April 30, 2005

 

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 the 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)

 

 

Registrant’s telephone number, including area code: (540) 665-9100

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock (no par value)

  

Name of each exchange on which registered

(Title of class)

   Nasdaq National Market

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

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

 

The aggregate market value of the registrant’s Common Stock, no par value, held by non-affiliates of the registrant as of October 31, 2004, the last business day of the Company’s most recent second quarter was $450,100,745.

 

As of June 27, 2005, 16,404,102 shares of the Registrant’s Common Stock were outstanding.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s Annual Report to Shareholders for the fiscal year ended April 30, 2005 (“2005 Annual Report”) are incorporated by reference into Parts I and II of this Form 10-K.

 

Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 25, 2005 (“Proxy Statement”) are incorporated by reference into Parts II and III of this Form 10-K.

 

PART I

 

Item 1. BUSINESS

 

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. American Woodmark was formed in 1980 by the four principal managers of the Boise Cascade Cabinet Division through a leveraged buyout of that division. American Woodmark was operated privately until July of 1986 when it became a public company through a registered public offering of its common stock.

 

American Woodmark currently offers framed stock cabinets in approximately 320 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 80 door designs in nine colors. Stock cabinets consist of a common box with standard interior components and an oak, cherry, maple or hickory front frame.

 

Products are primarily sold under the brand names of American Woodmark®, Timberlake®, and Shenandoah Cabinetry®.

 

American Woodmark’s products are sold on a national basis across the United States to the remodeling and new home construction markets. The Company services these markets through three primary channels: home centers, major builders, and independent dealers and distributors. The Company distributes its products to each market channel directly from six assembly plants through a third party logistics network.

 

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

 

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

 

The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic forces and changes in the Company’s customer mix have reduced seasonal fluctuations in revenue over the past few years.

 

During the last fiscal year, American Woodmark had two customers, The Home Depot and Lowe’s Companies, Inc., which each accounted for more than 10% of sales. The loss of either would have a material adverse effect on the Company.

 

As of April 30, 2005, the Company had 6,370 employees. Approximately 12% of the Company’s employees are represented by labor unions. The Company believes that employee relations are good.

 

American Woodmark’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on the Company’s Web site at www.americanwoodmark.com as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission.

 

2

Item 2. PROPERTIES

 

American Woodmark leases its Corporate Office which is located in Winchester, Virginia. In addition, the Company leases two and owns 13 manufacturing facilities located primarily in the eastern United States. The Company also leases ten service centers and four additional office centers located throughout the United States that support the sale and distribution of products to each market channel.

 

Primary properties include:

 

LOCATION    

   

DESCRIPTION    

Allegany County, MD    Manufacturing Facility
Berryville, VA    Manufacturing Facility
Berryville, VA    Service Center
Charlotte, NC    Service Center
Chavies, KY    Manufacturing Facility
Coppell, TX    Service Center
Denver, CO    Service Center
Gas City, IN    Manufacturing Facility
Ham Lake, MN    Manufacturing Facility
Hardy County, WV    Manufacturing Facility
Hardy County, WV    Manufacturing Facility
Humboldt, TN    Manufacturing Facility
Jackson, GA    Manufacturing Facility
Kingman, AZ    Manufacturing Facility
Marietta, GA    Service Center
Monticello, KY    Manufacturing Facility
Moorefield, WV    Manufacturing Facility
Orange, VA    Manufacturing Facility
Orlando, FL    Service Center
Philadelphia, PA    Service Center
Phoenix, AZ    Service Center
Rancho Cordova, CA    Service Center
Tahlequah, OK    Manufacturing Facility
Tampa, FL    Service Center
Toccoa, GA    Manufacturing Facility
Winchester, VA    Corporate Office
Winchester, VA    Office (Customer Service)
Winchester, VA    Office (MIS)
Winchester, VA    Office (Product Dev.)
Winchester, VA    Office (Logistics)

 

Item 3. LEGAL PROCEEDINGS

 

In response to this Item, the information under “Legal Matters” under “Note I – Commitments and Contingencies” to the Consolidated Financial Statements and under the caption “Legal Matters” under “Management’s Discussion and Analysis” in the 2005 Annual Report is incorporated herein by reference.

 

3

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2005.

 

EXECUTIVE OFFICERS OF THE REGISTRANT

 

The executive officers of the Registrant as of April 30, 2005 are as follows:

 

Name

    Age
   

Position(s) Held During

Past Five Years

James J. Gosa

    57    Chairman and Chief Executive Officer August 2004 to present; President and Chief Executive Officer from 1996 to August 2004

David L. Blount

    57    Senior Vice President, Manufacturing from May 1999 to April 2005

Kent B. Guichard

    49    Executive Vice President from May 2004 to present; Senior Vice President, Finance and Chief Financial Officer from May 1999 to April 2004

Ian J. Sole

    49    Senior Vice President, Sales and Marketing from May 1999 to present

Jonathan H. Wolk

    43    Vice President, Finance and Chief Financial Officer from December 2004 to present

 

PART II

 

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

In response to this Item, the information under “Market Information” in the 2005 Annual Report is incorporated herein by reference.

 

The following table details share repurchases during the fourth quarter:

 

     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)

February 1 - 28, 2005

    —      $ —      —      $ 6,667,617

March 1 - 31, 2005

    2,375    $ 37.130    —      $ 6,667,617

April 1 - 30, 2005

    116,700    $ 34.141    116,700    $ 2,683,388
    
  
  
  

Quarter ended April 30, 2005

    119,075    $ 34.200    116,700    $ 2,683,388

 

(1) In January 2001 and August 2002, 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 fourth quarter of fiscal 2005, the Company repurchased 116,700 shares under the approved plans. At April 30, 2005, $2.7 million remained authorized by the Company’s Board of Directors to repurchase shares of the Company’s common stock.

 

4

(2) The Company repurchased 119,075 shares of its common stock in the fourth quarter of fiscal 2005. In the fourth quarter of fiscal 2005, 2,375 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 this repurchase transaction is appropriately reflected in the Company’s statement of stockholders’ equity and comprehensive income but has no impact on previously announced repurchase programs outlined in (1) above.

 

Item 6. SELECTED FINANCIAL DATA

 

In response to this Item, the information under “Five-Year Selected Financial Information” in the 2005 Annual Report is incorporated herein by reference.

 

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

In response to this Item, the information under “Management’s Discussion and Analysis” in the 2005 Annual Report is incorporated herein by reference.

 

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

In response to this Item, the information under the caption “Risk Factors” in “Management’s Discussion and Analysis” in the 2005 Annual Report is incorporated herein by reference in Item 7.

 

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

In response to this Item, the Annual Consolidated Financial Statements, Notes to the Consolidated Financial Statements, the information under “Reports of Independent Registered Public Accounting Firms,” “Management’s Report on Internal Control over Financial Reporting,” and the “Report of Independent Registered Public Accounting Firm,” in the 2005 Annual Report are incorporated herein by reference.

 

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

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

 

Item 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to Management in a timely fashion. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Disclosure Controls”) was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of the Company’s Management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s Management, including its Chief Executive Officer and

 

5

Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

 

Management’s Report on Internal Control over Financial Reporting. Management’s report on internal control over financial reporting and the attestation report of KPMG LLP, the Company’s independent registered public accounting firm, on management’s assessment of internal control over financial reporting are included in our Annual Report to Shareholders for the year ended April 30, 2005 and are incorporated in this Item 9A by reference. Our Annual Report to Shareholders is included as Exhibit 13 hereto.

 

Changes in Internal Control over Financial Reporting. There has been no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended April 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. OTHER INFORMATION

 

None.

 

PART III

 

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, (1) the information under “Nominees” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference, (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption “Executive Officers of the Registrant,” (3) the information concerning the Audit Committee, including the members of the committee, and our Audit Committee financial expert is incorporated by reference from the discussion under the heading “Audit Committee” within the “Board and Committee Meetings” in the Proxy Statement, and (4) the information concerning the Code of Business Conduct and Ethics governing our Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer can be found on our Web site at www.americanwoodmark.com and is incorporated by reference under the heading “Corporate Governance” in the Proxy Statement.

 

Item 11. EXECUTIVE COMPENSATION

 

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Information Concerning the Board of Directors and its Committees – Compensation of the Board,” “Compensation of Executive Officers,” “Report of the Compensation Committee” and “Performance Graph” in the Proxy Statement is incorporated herein by reference.

 

6

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

 

Equity Compensation Plans

 

The following table summarizes our equity compensation plans as of April 30, 2005:

 

     Equity Compensation Plan Information

Plan Category

   

Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights

(a)

   

Weighted average
exercise price of
outstanding options,

warrants and rights

(b)

   

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

(c)

Equity compensation plans approved by security holders

    1,796,171    $ 23.81    2,448,442
    
  
  

Equity compensation plans not approved by security holders*

    —        —      —  
    
  
  

Total

    1,796,171    $ 23.81    2,448,442
    
  
  

 

* The Company does not have equity compensation plans that have not been approved by the security holders.

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

In response to this Item, and in accordance with general Instruction G(3) of Form 10-K, the information under “Certain Transactions” in the Proxy Statement is incorporated herein by reference.

 

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

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

 

PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

  (a) 1.  Financial Statements

 

The following financial statements of American Woodmark Corporation are incorporated in this Form 10-K by reference in Item 8:

 

Consolidated Balance Sheets as of April 30, 2005 and 2004

 

Consolidated Statements of Income - for each year of the three-year period ended April 30, 2005

 

Consolidated Statements of Shareholders’ Equity and Comprehensive Income - for each year of the three-year period ended April 30, 2005

 

Consolidated Statements of Cash Flows - for each year of the three-year period ended April 30, 2005

 

7

Notes to Consolidated Financial Statements

 

Reports of Independent Registered Public Accounting Firms

 

Management’s Report on Internal Control over Financial Reporting

 

Report of Independent Registered Public Accounting Firm

 

  (a) 2.  Financial Statement Schedules

 

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

 

Schedule II – Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2005.

 

Schedules other than the one listed above are omitted either because they are not required or are inapplicable.

 

  (a) 3.  Exhibits

 

Exhibit No.
  

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 (Commission File No. 0-14798) for quarter ended January 31, 2003).
3.1 (b) -   Articles of Incorporation as amended effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (Commission File No. 0-14798) as filed on August 31, 2004).
3.2 (a) -   Bylaws (incorporated by reference to Exhibit 3.2(a) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
3.2 (b) -   Amendment to Bylaws on June 22, 1994 (incorporated by reference to Exhibit 3.2(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
3.2 (c) -   Amendment to Bylaws on June 17, 1999 (incorporated by reference to Exhibit 3.2(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
3.2 (d) -   Bylaws of the Registrant as amended on November 28, 2001 (incorporated by reference to Exhibit 3.2(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
3.2 (e) -   Amendment to Bylaws on May 22, 2003 (incorporated by reference to Exhibit 3.2(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
3.2 (f) -   Amendment to Bylaws on August 28, 2003 (incorporated by reference to Exhibit 3.2(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
3.2 (g) -   Amendment to Bylaws on March 18, 2005 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (Commission File No. 0-14798) as filed on May 2, 2005).
4.1 -   The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1, 3.2(a), 3.2(b), 3.2(c), 3.2(d), 3.2(e), 3.2(f), and 3.2(g), hereto).

 

8

4.2 -   Amended and Restated Stockholders’ Agreement. 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% of the Registrant’s total assets, have been omitted and will be furnished to the Securities and Exchange Commission upon request (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).
10.1 (j) -   Loan agreement dated January 31, 2001 By and Between American Woodmark Corporation and the West Virginia Economic Development Authority (incorporated by reference to Exhibit A to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2001).
10.1 (k) -   $35,000,000 Financing Agreement and $10,000,000 Term Loan Facility Between the Company and Bank of America, N.A. as of May 31, 2001 (incorporated by reference to Exhibit 10.1(k) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).
10.1 (l) -   Amendment to $35,000,000 Financing Agreement and $10,000,000 Term Loan Facility Between the Company and Bank of America, N.A. as of May 28, 2003 (incorporated by reference to Exhibit 10.1(l) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2003).
10.1 (m)-   Second Amendment to $35,000,000 Financing and Security Agreement and $10,000,000 Term Loan Facility between the Company and Bank of America, N.A. as of January 3, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2005).
10.1 (n) -   Loan agreement dated February 9, 2005 By and Between American Woodmark Corporation and the Maryland Economic Development Corporation. (Filed Herewith).
10.6 (a) -   Lease, dated November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrant’s Form S-1 (Commission File No. 33-6245) for year ended April 30, 1986).
10.6 (c) -   Lease, dated December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).
10.6 (d) -   Agreement of Sale, dated December 15, 2004, By and Between the Company and the Board of County Commissioners of Garrett County, Maryland. (Filed Herewith).
10.7 (d) -   1996 Stock Option Plan (incorporated by reference to Exhibit 28 to the Registrant’s Form S-8 (Commission File No. 33-12623) dated September 25, 1996).
10.7 (e) -   1999 Stock Option Plan (incorporated by reference to Appendix B, to the Registrant’s Form DEF-14A (Commission File No. 01-14798) for year ended April 30, 1999).
10.7 (f) -   2000 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.7(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).

 

9

10.7 (g) -   Shareholder Value Plan for Employees (incorporated by reference to Exhibit 10.7(g) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).
10.7 (h) -   Shareholder Value Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.7(h) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).
10.7 (i) -   2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 99 to the Registrant’s Form S-8 (Commission File No. 0-14798) as filed on January 31, 2005).
10.8 (a) -   2001 Annual Incentive Plan for Chairman and President/CEO (incorporated by reference to Exhibit 10.8(a) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).
10.8 (b) -   2001 Annual Incentive Plan for Senior Vice Presidents (incorporated by reference to Exhibit 10.8(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2001).
10.8 (c) -   Management Contract - Employment Agreement for Mr. James Jake Gosa, President and Chief Executive Officer (incorporated by reference to Exhibit 10.8(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002).
10.8 (e) -   Management Contract - Employment Agreement for Mr. Ian J. Sole, Senior Vice President, Sales and Marketing (incorporated by reference to Exhibit 10.8(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002).
10.8 (f) -   Management Contract - Employment Agreement for Mr. David L. Blount, Senior Vice President, Manufacturing (incorporated by reference to Exhibit 10.8(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002).
10.8 (g) -   Management Contract - Employment Agreement for Mr. Kent B. Guichard, Executive Vice President (incorporated by reference to Exhibit 10.8(g) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2004).
10.8 (h) -   Management Contract - Employment Agreement for Mr. James Jake Gosa, Chairman and Chief Executive Officer (Filed Herewith).
10.8 (i) -   Management Contract - Employment Agreement for Mr. Kent B. Guichard, Executive Vice President (Filed Herewith).
10.9 -   ISDA Master Agreement between NationsBank, N.A. and American Woodmark Corporation dated as of May 29, 1998 (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1998).
10.10 (a) -   Loan Agreement between the Company and the West Virginia Economic Development Authority as of November 20, 1998 relating to equipment financing (incorporated by reference to Exhibit 10.10(a) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).
10.10 (b) -   Promissory Note between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(b) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).
10.10 (c) -   Security Agreement between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(c) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).

 

10

10.10 (d) -   Amendment of Deed of Lease between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998 (incorporated by reference to Exhibit 10.10(d) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).
10.10 (e) -   Promissory Note between the Company and the Wayne County EZ Industrial Development Authority of Kentucky dated as of July 22, 1998 (incorporated by reference to Exhibit 10.10(e) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).
10.10 (f) -   Promissory Note between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated as of July 30, 1998 (incorporated by reference to Exhibit 10.10(f) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1999).
10.10 (j) -   Loan Agreement between Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. as of November 13, 2002 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended January 31, 2003).
10.10 (k) -   Loan Agreement between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company, dated December 31, 2001 (incorporated by reference to Exhibit 10.8(k) to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002).
10.10 (l) -   Lease agreement between the Company and the West Virginia Economic Development Authority dated as of June 30, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended July 31, 2004).
10.10 (m)-   Lease agreement between the Company and the West Virginia Economic Development Authority dated as of July 30, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q (Commission File No. 0-14798) for quarter ended July 31, 2004).
13 -   2005 Annual Report to Shareholders (Filed Herewith).
21 -   Subsidiary of the Company (Filed Herewith).
23.1 -   Consent of KPMG LLP, Independent Registered Public Accounting Firm (Filed Herewith).
23.2 -   Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm (Filed Herewith).
31.1 -   Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
31.2 -   Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
32.1 -   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).

 

11

Schedule II - Valuation and Qualifying Accounts

 

AMERICAN WOODMARK CORPORATION

 

(In Thousands)

 

Description(a)

   

Balance at

Beginning

of Period

   

Additions

(Reductions)

Charged to

Cost and

Expenses

     Other
    Deductions
    

Balance

At End

of Period

Year ended April 30, 2005:

                                     

Allowance for doubtful accounts

    $ 1,222    $ (500 )   $ —      $ (24 )(b)   $ 698
    
  
 
  
 

Reserve for cash discounts

    $ 935    $ 12,130 (c)   $ —      $ (11,965 )(d)   $ 1,100
    
  
 
  
 

Reserve for sales returns and allowances

    $ 3,679    $ 13,636 (c)   $ —      $ (13,529 )   $ 3,786
    
  
 
  
 

Year ended April 30, 2004:

                                     

Allowance for doubtful accounts

    $ 726    $ 500     $ —      $ (4 )(b)   $ 1,222
    
  
 
  
 

Reserve for cash discounts

    $ 885    $ 10,894 (c)   $ —      $ (10,844 )(d)   $ 935
    
  
 
  
 

Reserve for sales returns and allowances

    $ 3,338    $ 10,699 (c)   $ —      $ (10,358 )   $ 3,679
    
  
 
  
 

Year ended April 30, 2003:

                                     

Allowance for doubtful accounts

    $ 799    $ 32     $ —      $ (105 )(b)   $ 726
    
  
 
  
 

Reserve for cash discounts

    $ 815    $ 9,340 (c)   $ —      $ (9,270 )(d)   $ 885
    
  
 
  
 

Reserve for sales returns and allowances

    $ 3,012    $ 11,315 (c)   $ —      $ (10,989 )   $ 3,338
    
  
 
  
 

 

(a) All reserves relate to accounts receivable.

 

(b) Principally write-offs, net of collections.

 

(c) Reduction of gross sales.

 

(d) Cash discounts granted.

 

12

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

American Woodmark Corporation

                 (Registrant)

July 14, 2005

      

/s/ JAMES J. GOSA

       

James J. Gosa

       

Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

July 14, 2005  

/s/ JAMES J. GOSA

       July 14, 2005  

/s/ JAMES G. DAVIS

   

James J. Gosa

          

James G. Davis

   

Chairman and Chief Executive Officer

(Principal Executive Officer)

Director

          

Director

July 14, 2005  

/s/ JONATHAN H. WOLK

       July 14, 2005  

/s/ G. THOMAS MCKANE

   

Jonathan H. Wolk

          

G. Thomas McKane

   

Vice President and Chief Financial Officer

(Principal Financial Officer)

          

Director

July 14, 2005  

/s/ KENT B. GUICHARD

       July 14, 2005  

/s/ NEIL P. DEFEO

   

Kent B. Guichard

          

Neil P. DeFeo

   

Executive Vice President

Director

          

Director

July 14, 2005  

/s/ DENNIS M. NOLAN, JR.

       July 14, 2005  

/s/ CAROL B. MOERDYK

   

Dennis M. Nolan, Jr.

          

Carol B. Moerdyk

   

Vice President and Corporate Controller

(Principal Accounting Officer)

          

Director

July 14, 2005  

/s/ WILLIAM F. BRANDT, JR.

       July 14, 2005  

/s/ DANIEL T. HENDRIX

   

William F. Brandt, Jr.

          

Daniel T. Hendrix

   

Director

          

Director

July 14, 2005  

/s/ DANIEL T. CARROLL

            
   

Daniel T. Carroll

            
   

Director

            
July 14, 2005  

/s/ MARTHA M. DALLY

            
   

Martha M. Dally

Director

            
July 14, 2005  

/s/ KENT J. HUSSEY

            
   

Kent J. Hussey

Director

            

 

13