UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2001 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 (I.R.S. Employer incorporation or organization) 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: Name of each exchange on Title of each class which registered ------------------- ------------------------ None None Securities registered pursuant to section 12(g) of the Act: Common Stock (no par value) (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the registrant's Common Stock, no par value, held by non-affiliates of the registrant at July 2, 2001 was $204,420,331 based on the closing price on that date on the Nasdaq National Market. As of July 2, 2001, 8,097,072 shares of the Registrant's Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Annual Report to Shareholders for the fiscal year ended April 30, 2001 ("2001 Annual Report") are incorporated by reference into Parts I and II of this Form 10-K. Portions of Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 30, 2001 (Proxy Statement) are incorporated by reference into Part 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 1986 when it became a public company through a registered public offering of our common stock. American Woodmark currently offers framed stock cabinets in approximately 150 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 50 door designs in seven colors. Stock cabinets consist of a common box with standard interior components and an oak, cherry, maple or hickory front frame. In May of 2000 the Company announced the discontinuation of our custom line of cabinets in order to allow for focus on revenue growth in our core product lines. Products are sold under the brand names of American Woodmark(R), Thomasville Cabinetry(TM), Timberlake(R), and Shenandoah Cabinetry(R). American Woodmark's products are sold on a national basis across the United States through three primary market channels: independent dealer/ distributors, home centers and major builders. We distribute our products to each market channel directly from our four assembly plants and through a logistics network consisting of nine service centers located in key areas throughout the United States. The primary raw materials we use include oak, maple, cherry and hickory lumber. Additional raw materials include paint, particleboard, manufactured components and hardware. We currently purchase paint from one supplier; however, other sources are available. Our other raw materials are purchased from more than one source and are readily available. American Woodmark operates in a highly fragmented industry that is composed of several thousand local, regional and national manufacturers. Our principal means for competition rely on our breadth and variety of product offering, expanded service capabilities and affordable quality. We believe that no other company in the industry has more than a 20% share of the market. We also believe that American Woodmark is one of the five largest manufacturers of kitchen cabinets in the United States. American Woodmark's business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic 2
forces and changes in our customer mix have reduced seasonal fluctuations in our revenue over the past few years. During the last fiscal year, American Woodmark had two customers, The Home Depot and Lowe's Companies, Inc., which each accounted for more than 10% of our sales. The loss of either would have a material adverse effect on American Woodmark. As of April 30, 2001, we had 3,866 employees. Approximately 24% of our employees are represented by labor unions. We believe that our employee relations are good. Item 2. PROPERTIES We lease our Corporate Office which is located in Winchester, Virginia. In addition, we lease one and own ten manufacturing facilities located primarily in the eastern United States. We also lease nine service centers and three office centers located throughout the United States that support the sale and distribution of products to each market channel. Primary properties include: Location Description -------- ----------- Austin, TX Service Center Berryville, VA Manufacturing Facility Berryville, VA Service Center Charlotte, NC Service Center Gas City, IN Manufacturing Facility Ham Lake, MN Manufacturing Facility Hardy County, WV Manufacturing Facility Humboldt, TN Manufacturing Facility Irving, TX Service Center Jackson, GA Manufacturing Facility Kingman, AZ Manufacturing Facility Monticello, KY Manufacturing Facility Moorefield, WV Manufacturing Facility Orange, VA Manufacturing Facility Orlando, FL Service Center Philadelphia, PA Service Center Phoenix, AZ Service Center Raleigh, NC Service Center Rancho Cordova, CA Service Center Toccoa, GA Manufacturing Facility Winchester, VA Corporate Office Winchester, VA (Customer Service) Office Winchester, VA (Product Dev.) Office Item 3. LEGAL PROCEEDINGS In response to this Item, the information under "Legal Matters" under "Note J - Commitments and Contingencies" to the Consolidated Financial Statements and under the caption "Legal Matters" under "Management's Discussion and Analysis" in the 2001 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 2001. EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Registrant as of April 30, 2001 are as follows: Position(s) Held During ----------------------- Name Age Past Five Years ---- --- --------------- William F. Brandt, Jr. 55 Chairman of the Board from 1996 to present James J. Gosa 53 President and Chief Executive Officer from 1996 to present Jeffrey C. Bahr 54 Vice President of Human Resources from April 2000 to present; Vice President, Human Resources, Bombardier Aerospace, a manufacturer of business aircraft, from 1996 to 2000 David L. Blount 53 Senior Vice President, Manufacturing from May 1999 to Present; Vice President, Manufacturing from May 1995 to April 1999 Kent B. Guichard 45 Senior Vice President, Finance and Chief Financial Officer from May 1999 to present; Vice President, Finance and Chief Financial Officer from November 1995 to April 1999 Ian J. Sole 45 Senior Vice President, Sales and Marketing from May 1999 to present; Vice President, Sales and Marketing from October 1997 to April 1999; Vice President, International, Hamilton Beach Proctor-Silex from 1996 to 1997 4
PART II Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDERS MATTERS In response to this Item, the information under "Market Information" in the 2001 Annual Report is incorporated herein by reference. Item 6. SELECTED FINANCIAL DATA In response to this Item, the information under "Five Year Selected Financial Information" in the 2001 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 2001 Annual Report is incorporated herein by reference. Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In respect to this item, the information under the caption "Risk Factors" in "Management's Discussion and Analysis" in the 2001 Annual Report is incorporated herein by reference in Item 7. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA In response to this Item, the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, the information under "Quarterly Results of Operations (Unaudited)," "Managements Report," and the Report of Ernst & Young LLP, Independent Auditors, in the 2001 Annual Report are incorporated herein by reference. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 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, and (2) the information concerning the executive officers of the Registrant is included in Part I of this report under the caption "Executive Officers of the Registrant." 5
Item 11. EXECUTIVE COMPENSATION In response to this Item, and in accordance with 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. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT In response to this Item, and in accordance with Instruction G(3) of Form 10-K, the information under "Principal Shareholders of the Company" in the Proxy Statement is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In response to this Item, and in accordance with Instruction G(3) of Form 10-K, the information under "Certain Transactions" in the Proxy Statement is incorporated herein by reference. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (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, 2001 and 2000 Consolidated Statement of Income and Retained Earnings - for each year of the three-year period ended April 30, 2001 Consolidated Statement of Cash Flows -for each year of the three-year period ended April 30, 2001 Notes to Consolidated Financial Statements Management's Report Report of Ernst & Young LLP, Independent Auditors (a) 2. Financial Statement Schedules The following financial statement schedule is filed as a part of this Form 10-K: Schedule II - Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2001 6
(a) 3. Exhibits Exhibit No. Description - ----------- ----------- 3.1 - Articles of Incorporation as amended effective August 12, 1987 (3) 3.2 (a) - Bylaws (1) 3.2 (b) - Amendment to Bylaws on June 22, 1994 (7) 3.2 (c) - Amendment to Bylaws on June 17, 1999 (14) 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) and 3.2(c) hereto) 4.2 - Amended and Restated Stockholders' Agreement (1) 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. 10.1 (a) - $45,000,000 Financing Agreement Between the Company and Bank of America, N.A. as of February 7, 2000 (16) 10.1 (b) - Revolving Credit Note, $45,000,000, Baltimore, Maryland as of February 7, 2000 (16) 10.1 (c) - Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of June 25, 1993 (6) 10.1 (d) - Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of March 15, 1993 (6) 10.1 (e) - Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of August 31, 1993 (7) 10.1 (f) - Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of March 15, 1994 (7) 10.1 (g) - Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of July 27, 1994 (8) 10.1 (h) - Amendment to Amended and Restated Loan Agreement and to Reimbursement Agreements as of July 8, 1996 (12) 10.1 (i) - Amendment to Amended and Restated Loan Agreement as of August 31, 1996 (12) 10.1 (j) - Loan agreement dated January 31, 2001 By and Between American Woodmark Corporation and the West Virginia Economic Development Authority (17) 7
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 10.2 (a) - Security Agreement between the Company and Nations Bank of North Carolina as of March 23, 1992 (5) 10.2 (b) - Amendment to Security Agreement as of August 31, 1993 (7) 10.2 (c) - Second Amendment to Security Agreement as of August 31, 1996 (12) 10.3 (a) - Bond Purchase Agreement and Agreement of Sale - The Industrial Development Authority of the County of Mohave, Arizona (2) 10.3 (b) - Bond Purchase Agreement and Agreement of Sales - Stephens County Development Authority (3) 10.3 (c) - Loan Agreement between the Company and the County Commission of Hardy County, West Virginia as of December 1, 1991, relating to bond financing (5) 10.3 (d) - Promissory Note between the Company and County Commission of Hardy County, West Virginia as of December 18, 1991 (5) 10.3 (e) - Reimbursement Agreement between the Company and NationsBank as of December 1, 1991 (5) 10.3 (f) - Amendment to Reimbursement Agreements as of June 15, 1992 (5) 10.4 (a) - Deed of Trust and Security Agreement - Hardy County, West Virginia, as amended (1) 10.5 (a) - Security Agreement between the Company and the West Virginia Economic Development Authority (1) 10.5 (b) - Deed of Trust - Hardy County, West Virginia (1) 10.6 (a) - Lease, dated November 1, 1984, between the Company and Amwood Associates (1) 10.6 (b) - Lease, dated July 9, 1987, between the Company and the West Virginia Industrial and Trade Jobs Development Corporation (3) 10.6 (c) - Lease, dated July 9, 1987, between the Company and the West Virginia Industrial and Trade Jobs Development Corporation (3) 10.6 (d) - Lease, dated December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee 10.7 (a) - 1986 Employee Stock Option Plan (1) 8
10.7 (b) - Form of Option Agreement and Stock Purchase Agreement (1) 10.7 (c) - 1995 Non-Employee Directors Stock Option Plan (9) 10.7 (d) - 1996 Stock Option Plan (10) 10.7 (e) - 1999 Stock Option Plan (15) 10.7 (f) - 2000 Non-Employee Directors Stock Option Plan 10.7 (g) - Shareholder Value Plan for Employees 10.7 (h) - Shareholder Value Plan for Non-Employee Directors 10.8 (a) - 2001 Annual Incentive Plan for Chairman and President/CEO 10.8 (b) - 2001 Annual Incentive Plan for Senior Vice Presidents 10.9 - ISDA Master Agreement between NationsBank, N.A. and American Woodmark Corporation dated as of May 29, 1998 (13) 10.10 (a) - Loan Agreement between the Company and the West Virginia Economic Development Authority as of November 20, 1998 Relating to equipment financing. (14) 10.10 (b) - Promissory Note between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998. (14) 10.10 (c) - Security Agreement between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998. (14) 10.10 (d) - Amendment of Deed of Lease between the Company and the West Virginia Economic Development Authority dated as of November 20, 1998. (14) 10.10 (e) - Promissory Note between the Company and the Wayne County EZ Industrial Development Authority of Kentucky dated as of July 22, 1998. (14) 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. (14) 10.10 (g) - Credit Agreement between the Company and NationsBank, N. A. dated as of September 1, 1998. (14) 10.10 (h) - Loan Agreement between the Company and Wells Fargo Bank, N. A. dated as of March 23, 1999. (14) 10.10 (i) - Promissory Note between the Company and NationsBank, N. A. dated as of July 31, 1989. (14) 13 - 2001 Annual Report to Shareholders 21 - Subsidiaries of the Company 23 - Consent of Ernst & Young LLP, Independent Auditors 9
(b) Reports on Form 8-K None. ______________________________________________________________________________ (1) - Incorporated by reference to exhibits filed with Form S-1, No. 33-6245. (2) - Incorporated by reference to exhibits filed with the 1987 Form 10-K. (3) - Incorporated by reference to exhibits filed with the 1988 Form 10-K. (4) - Incorporated by reference to exhibits filed with the 1989 Form 10-K. (5) - Incorporated by reference to exhibits filed with the 1992 Form 10-K. (6) - Incorporated by reference to exhibits filed with the 1993 Form 10-K. (7) - Incorporated by reference to exhibits filed with the 1994 Form 10-K. (8) - Incorporated by reference to exhibits filed with the 1995 Form 10-K. (9) - Incorporated by reference to exhibits filed with Form S-8, No. 333-12631. (10) - Incorporated by reference to exhibits filed with Form S-8, No. 333-12623. (11) - Incorporated by reference to exhibits filed with the 1996 Form 10-K. (12) - Incorporated by reference to exhibits filed with the 1997 Form 10-K. (13) - Incorporated by reference to exhibits filed with the 1998 Form 10-K. (14) - Incorporated by reference to exhibits filed with the 1999 Form 10-K. (15) - Incorporated by reference to exhibits filed with the 1999 Form DEF-14A. (16) - Incorporated by reference to exhibits filed with the Third Quarter FY00 Form 10-Q. (17) - Incorporated by reference to exhibits filed with the Third Quarter FY01 Form 10-Q. 10
Schedule II - Valuation and Qualifying Accounts AMERICAN WOODMARK CORPORATION (In Thousands) <TABLE> <CAPTION> Additions Balance at Charged to Balance Beginning Cost and At End Description(a) Of Period Expenses Other Deductions Of Period - -------------- --------- -------- ----- ---------- --------- <S> <C> <C> <C> <C> <C> Year ended April 30, 2001: Allowance for doubtful accounts $ 769 $ 996 $ -- $ (415)(b) $1,350 ====== ======= ======= ======== ====== Reserve for cash discounts $ 530 $ 8,043(c) $ -- $ (7,823)(d) $ 750 ====== ======= ======= ======== ====== Reserve for sales returns and allowances $2,186 $10,353(c) $ -- $ (9,983) $2,556 ====== ======= ======= ======== ====== Year ended April 30, 2000: Allowance for doubtful accounts $ 422 $ 628 $ -- $ (281)(b) $ 769 ====== ======= ======= ======== ====== Reserve for cash discounts $ 545 $ 6,742(c) $ -- $ (6,757)(d) $ 530 ====== ======= ======= ======== ====== Reserve for sales returns and allowances $1,596 $ 8,709(c) $ -- $ (8,119) $2,186 ====== ======= ======= ======== ====== Year ended April 30, 1999: Allowance for doubtful accounts $ 123 $ 185 $ 320(e) $ (206)(b) $ 422 ====== ======= ======= ======== ====== Reserve for cash discounts $ 365 $ 5,415(c) $ -- $ (5,235)(d) $ 545 ====== ======= ======= ======== ====== Reserve for sales returns and allowances $1,269 $ 7,303(c) $ -- $ (6,976) $1,596 ====== ======= ======= ======== ====== </TABLE> (a) All reserves relate to accounts receivable. (b) Principally write-offs, net of collections. (c) Reduction of gross sales. (d) Cash discounts granted. (e) Adjustments resulting from the acquisition of Knapp Woodworking, Inc. 11
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 18, 2001 /s/ JAMES J. GOSA - ------------- ----------------------------- James J. Gosa President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. July 18, 2001 /s/ JAMES J. GOSA - ------------- ----------------- James J. Gosa President and Chief Executive Officer (Principal Executive Officer) Director July 18, 2001 /s/ KENT B. GUICHARD - ------------- -------------------- Kent B. Guichard Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) Director July 18, 2001 /s/ WILLIAM F. BRANDT, JR. - ------------- -------------------------- William F. Brandt, Jr. Chairman of the Board Director July 18, 2001 /s/ DANIEL T. CARROLL - ------------- --------------------- Daniel T. Carroll Director July 18, 2001 /s/ C. ANTHONY WAINWRIGHT - ------------- ------------------------- C. Anthony Wainwright Director July 18, 2001 /s/ MARTHA M. DALLY - ------------- ------------------- Martha M. Dally Director July 18, 2001 /s/ FRED S. GRUNEWALD - ------------- --------------------- Fred S. Grunewald Director July 18, 2001 /s/ ALBERT L. PRILLAMAN - ------------- ----------------------- Albert L. Prillaman Director July 18, 2001 /s/ KENT J. HUSSEY - ------------- ------------------ Kent J. Hussey Director 12
In accordance with Securities and Exchange Commission requirements, the Company will furnish copies of all exhibits to its Form 10-K not contained herein upon receipt of a written request and payment of $.10 (10 cents) per page to: Mr. Kent Guichard Senior Vice President, Finance and Chief Financial Officer American Woodmark Corporation P.O. Box 1980 Winchester, Virginia 22604-8090 13