AMERICAN WOODMARK
C O R P O R A T I O N
TM
3102 Shawnee Drive
Winchester, Virginia 22601-4208
(540) 665-9100
Fax (540) 665-9176
www.americanwoodmark.com
American
Woodmark
®
2015
A n n u a l R e p o r t
mission statement
creating value
through people
WHO WE ARE
American Woodmark is an organization of employees and shareholders who have
combined their resources to pursue a common goal.
WHAT WE DO
Our common goal is to create value by providing kitchens and baths “of pride” for the
American family.
WHY WE DO IT
We pursue this goal to earn a profit, which allows us to reward our shareholders and
employees and to make a contribution to our society.
HOW WE DO IT
Four principles guide our actions:
CUSTOMER SATISFACTION Providing the best possible quality, service and value
to the greatest number of people. Doing whatever is reasonable, and sometimes
unreasonable, to make certain that each customer’s needs are met each and every day.
INTEGRITY Doing what is right. Caring about the dignity and rights of each
individual. Acting fairly and responsibly with all parties. Being a good citizen in the
communities in which we operate.
TEAMWORK Understanding that we must all work together if we are to be
successful. Realizing that each individual must contribute to the team to remain
a member of the team.
EXCELLENCE Striving to perform every job or action in a superior way. Being
innovative, seeking new and better ways to get things done. Helping all individuals to
become the best that they can be in their jobs and careers.
ONCE WE’VE DONE IT
When we achieve our goal good things happen: sales increase, profits are made,
shareholders and employees are rewarded, jobs are created, our communities
benefit, we have fun and our customers are happy and proud — with a new kitchen
or bath from American Woodmark.
1
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT companyprofile
American Woodmark Corporation manufactures and distributes
kitchen cabinets and vanities for the remodeling and new home
construction markets. The Company operates 9 manufacturing
facilities located in Arizona, Georgia, Indiana, Kentucky, Maryland,
Tennessee, Virginia and West Virginia and 7 service centers across
the country.
American Woodmark Corporation was incorporated in 1980 and
became a public company through a common stock offering in 1986.
The Company offers approximately 500 cabinet lines in a wide
variety of designs, materials and finishes. Products are sold across
the United States through a network of independent dealers and
distributors and directly to home centers and major builders. The
Company’s remodeling sales comprised 53% of sales during fiscal
2015, with the remaining 47% sold to the new home market. Refer-
ences in this annual report to fiscal years mean the Company’s fiscal
year, which ends on April 30.
The Company believes it is one of the three largest manufacturers of
kitchen cabinets in the United States.
2
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT financial highlights
FISCAL YEARS ENDED APRIL 30
(in thousands, except per share data)
OPERATIONS
Net sales
Operating income
Net income
Earnings per share
Basic
Diluted
Average
Basic
Diluted
FINANCIAL POSITION
Working capital
Total assets
Long-term debt, less current maturities
Shareholders’ equity
Long-term debt to capital ratio2
20151
$ 825,465
54,695
35,499
$
2.25
2.21
15,764
16,037
$ 196,705
398,904
21,498
229,842
8.6%
20141
$ 726,515
34,088
20,461
$
1.34
1.31
15,299
15,653
$ 148,997
330,064
20,453
190,545
9.7%
20131
$ 630,437
17,221
9,758
$
0.67
0.66
14,563
14,833
$ 108,810
293,993
23,594
146,195
13.9%
1 The Company announced plans to realign its manufacturing network during fiscal 2012. The Company recorded restructuring charges related to these
initiatives in fiscal 2013 that decreased operating income, net income and income per share by $1,433,000, $874,000 and $.06, respectively. During fiscal
2014, the credits related to these initiatives increased operating income, net income and income per share by $234,000, $142,000 and $0.01, respectively.
During fiscal 2015, the credits related to these initiatives increased operating income, net income and income per share by $240,000, $147,000 and $0.01,
respectively.
2 Defined as long-term debt, less current maturities, divided by the sum of long-term debt and shareholders’ equity.
3
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT
to our
shareholders
Fiscal 2015 was a good year. For the first time since 2006, we were able to go about our
business in relative stability. We would have preferred a more robust economy but, as events
have taught us in recent years, it could have been much worse. Housing activity continued to
improve from the depths of the recession. The pressure on raw material prices eased.
Promotional activity was steady. Even our political discourse, while still dominated by
partisan bickering, managed to avoid inflicting any more real damage to the slow but on-going
economic recovery.
From a financial perspective, combined net sales of $825 million across all channels of
distribution were up fourteen percent, our fifth consecutive year of double digit growth. On
the new construction side of our business, total housing starts increased eight percent in
calendar 2014. While still well below the historical average, starts exceeded one million units
for the first time in seven years. Single family starts, more relevant to our customer base,
increased a more modest five percent. In this environment, our Timberlake brand revenue
increased nineteen percent. For the year, new construction revenue eclipsed our previous
annual record set in fiscal 2006 when housing starts were almost double the current rate. Our
efforts during the housing recession to build a superior service platform have clearly paid off
in terms of additional market share.
4
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT The overall remodeling sector expanded on pace with new
construction as private fixed residential investment increased
seven percent in dollars, holding steady at just over three
percent of gross domestic product. Cabinet demand gener-
ally followed overall remodeling, driven primarily by the
return of more affluent consumers. This dynamic was a
the second half of the year, exceeding twenty percent in the
challenge for our business as the majority of our remodel
fourth fiscal quarter for the first time in any quarter in almost
revenue is through the big box retailers and a more middle
seven years. For fiscal 2015, we reported additional gross
income household consumer. Despite the adverse channel
margin of over $28 million on $99 million of incremental
demographics, our total remodel growth reflected the
sales, a more than respectable rate of twenty-nine percent.
market. Our home center business reported higher sales in
With the addition of focused management of our selling,
an extremely competitive environment. Our Waypoint brand,
general and administrative expenses, net income jumped
specifically designed to serve the unique requirements of
over seventy percent to $35.5 million.
independent dealers, continued to provide attractive revenue
growth. Launched just four years ago, Waypoint has an
established customer base and contributed over fifteen
percent of our remodel sales during the year.
Our financial health remains outstanding. Debt to capital
dropped to under 9% at the end of the fiscal year. Based on
the improvement in profitability and continuing working
capital management, cash flow from operations improved to
In addition to the leveraging benefit of higher sales, several
$59 million. Cash, cash equivalents and investments in
cost saving initiatives drove gross profit to eighteen and a
certificates of deposit ended the year at $185 million. As I
half percent for the year, a one-hundred and forty basis point
mentioned in my letter to you in this space last year, the
improvement from fiscal 2014. Gross profit improved during
Company continues to accumulate cash reserves. We believe
5
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT 6
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT that in the next two to three years there will be one or more
sizeable investment opportunities born from a significant
disruption in the industry. It may be from a change in
distribution channels. It may be from the addition of new or
ancillary products. Or it may be from a reconfiguration of
manufacturing and supply. Whatever it may be, our cash on
hand and capital position will allow us to move quickly to
this past year were achieved with market demand still
running around fifty to sixty percent of the level in 2005 and
2006.
exploit the opportunity. In our opinion, preparing for such
As good as these results are, the state of the Company is not
possibilities with a strong cash position is the best way to
just about the numbers. As we sit today, our Company has a
create value given the current set of circumstances.
reputation in the market place that is second to none.
In fiscal 2015, our overall financial performance was on or
near plan across the entire business. Any year you perform to
plan is a good year. But in a longer term context, fiscal 2015
was even more significant. Our peak revenue record of $838
million was set in fiscal 2006, just prior to the beginning of
the Great Housing Recession. Fiscal 2015 revenue was only
$12 million or about one percent below that record. Our peak
Whether in remodel or new construction, customers increas-
ingly rely on the strength of our partnership to provide
superior products and services on a value based platform.
They depend on us to ensure that their customers are
satisfied. Our consistent growth above the industry provides
a clear signal that we are the preferred supplier in our
markets.
net income of $35.6 million was set in fiscal 2005. Fiscal
In addition, the best vendors from wood products to freight
2015 income of $35.5 million was less than one hundred
and delivery to professional services are eager to work in
thousand below that level. Even more telling, these levels
collaboration with us to ensure we are applying the best
7
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT methods using the best materials. These outstanding
organizations support us in our continuous drive to improve
every aspect of our operations.
Finally, we have gained a reputation as an employer of
choice. From college recruits to experienced executives,
talented men and women seek us out for employment
opportunities. And once aboard, our retention rates provide
us with the strength of continuity across the strategic
horizon. Ultimately, the depth and breadth of our organiza-
tion allows us to not only dream big, but achieve those
dreams.
teamwork and excellence, combined with our core values of
dignity and respect, responsibility and accountability, and
caring and candor, has created a culture that is our ultimate
competitive advantage. To emerge from the economic storm
and return to the previous heights in our history is a testa-
ment to the hard work, dedication and commitment of the
men and women of our Company.
The Board of Directors recently announced that Cary Dunston
will assume the role of President and Chief Executive Officer
at our annual meeting this August. Cary has been a valued
member of our senior staff from the time he joined the
Company in 2006 and has continued to make an outstanding
contribution since assuming the day-to-day operational
responsibilities almost three years ago. Cary’s unique
talents, specific skill sets, and extensive business experience
Most importantly, today we are closer than ever to the
will serve American Woodmark well as we pursue our vision
aspiration outlined in our Mission Statement. While there will
to be a world class organization. I remain excited about the
always be room for improvement, how we do things is equally
road ahead and I look forward to continuing to support Cary,
important to what things we do. Our dedication to the
the leadership team and all our employees as non-executive
guiding principles of customer satisfaction, integrity,
Chairman of the Board.
8
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT American Woodmark was founded thirty-five years ago this
past twenty-two years with people of the utmost character
past May. I consider myself fortunate to have met Bill Brandt
and competence. It is their commitment to the core values in
and Jake Gosa, our two previous chief executives, relatively
our Mission Statement that will carry the organization forward
early in my career. It was an honor to work for both of them
to even greater heights.
and it has been a distinct privilege to have served the
Company for almost two-thirds of its history. Along the way
we have had our ups and downs, but through it all there were
the outstanding men and women of our Company. It has
been through their hard work and dedication that we have
overcome the obstacles in our path. The most important
decision each of us makes in our life is with whom we
associate. I am proud to have shared my journey for these
On behalf of the Board of Directors, the leadership team, and
the entire Company, we thank you for your continued support.
Kent B. Guichard
Chairman and Chief Executive Officer
10
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT stock
performance graph
Set forth below is a graph comparing the five-year cumulative
total shareholder return, including reinvestment of dividends,
from investing $100 on May 1, 2010 through April 30, 2015 in
American Woodmark Corporation common stock, the Russell
2000 Index and the S&P Household Durables Index:
COMPARATIVE FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNS
American Woodmark Corporation
Russell 2000 Index
S&P Household Durables Index
s&p
russell
AWC
2010
2011
2012
2013
2014
2015
FISCAL YEARS ENDED APRIL 30
$350
$300
$250
$200
$150
$100
$50
$0
12
AMERICAN WOODMARK CORPORATION® 2015 ANNUAL REPORT 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, 2015
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:
000-14798
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Virginia
54-1138147
3102 Shawnee Drive, Winchester, Virginia
(Address of principal executive offices)
(Registrant's telephone number, including area code)
22601
(Zip Code)
(540) 665-9100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock (no par value)
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
[ ]
[ ]
(Do not check if a smaller reporting company)
Smaller reporting company
Accelerated filer
[X]
[ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The aggregate market value of the registrant's Common Stock, no par value, held by non-affiliates of the registrant as of October
31, 2014, the last business day of the Company’s most recent second quarter was $524,079,723.
As of June 18, 2015, 16,258,793 shares of the Registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 26, 2015
(“Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.
American Woodmark Corporation
2015 Annual Report on Form 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
SIGNATURES
2
3
4
4
5
5
5
6
7
8
16
17
41
41
41
41
42
42
42
42
43
47
1
PART I
Item 1.
BUSINESS
American Woodmark Corporation (“American Woodmark” or the “Company”) manufactures and distributes kitchen cabinets and
vanities for the remodeling and new home construction markets. American Woodmark was incorporated 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 its common stock.
American Woodmark currently offers framed stock cabinets in approximately 500 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 85 door designs in 21 colors. Stock cabinets consist of cabinet interiors
of varying dimensions and construction options and a maple, oak, cherry, or hickory front frame, door and/or drawer front.
Products are sold under the brand names of American Woodmark®, Timberlake®, Shenandoah Cabinetry®, Shenandoah Value
Series ™, and Waypoint Living Spaces®.
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, builders, and independent dealers
and distributors. The Company provides complete turnkey installation services to its direct builder customers via its network of
seven service centers that are strategically located throughout the United States. The Company distributes its products to each
market channel directly from four assembly plants through a third party logistics network.
The primary raw materials used include hard maple, oak, cherry, soft maple, and hickory lumber and plywood. Additional raw
materials include paint, particleboard, medium density fiberboard, high density fiberboard, 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, geographic reach and affordable quality. The Company believes it is one of the three largest manufacturers of kitchen
cabinets in the United States.
The Company’s business has historically been subject 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. The Company does not consider its level of order backlog to be material.
In recognition of the cyclicality of the housing industry, the Company’s policy is to operate with a minimal amount of financial
leverage. The Company regularly maintains a debt to capital ratio of well below 20%, and working capital exclusive of cash of
less than 6% of net sales. At April 30, 2015, debt to capital was 8.6%, and working capital net of cash was 1.8% of net sales.
During the last fiscal year, American Woodmark had two primary customers, The Home Depot and Lowe’s Companies, Inc., which
together accounted for approximately 45% of the Company’s sales in its fiscal year ended April 30, 2015 (fiscal 2015). The loss
of either customer would have a material adverse effect on the Company.
The Company holds patents, patent applications, licenses, trademarks, trade names, trade secrets and proprietary manufacturing
processes. The Company views its trademarks and other intellectual property rights as important to its business.
As of May 31, 2015, the Company had 5,070 employees. None of the Company’s employees are represented by labor unions. The
Company believes that its 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, proxy
statements, 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, or furnished to,
the Securities and Exchange Commission. The contents of the Company’s web site are not, however, part of this report.
2
Item 1A.
RISK FACTORS
There are a number of business risks and uncertainties that may affect the Company’s business, results of operations and financial
condition. These risks and uncertainties could cause future results to differ from past performance or expected results, including
results described in statements elsewhere in this report that constitute "forward-looking statements" under the Private Securities
Litigation Reform Act of 1995. Additional risks and uncertainties not presently known to the Company or currently believed to
be immaterial also may adversely impact the Company’s business. Should any risks or uncertainties develop into actual events,
these developments could have material adverse effects on the Company’s business, financial condition, and results of operations.
These risks and uncertainties, which the Company considers to be most relevant to specific business activities, include, but are
not limited to, the following, as well as additional risk factors included in Item 7A, "Quantitative and Qualitative Disclosures
about Market Risk." Additional risks and uncertainties that may affect the Company’s business, results of operations and financial
condition are discussed elsewhere in this report, including in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” under the headings “Forward-Looking Statements,” “Seasonality,” and “Outlook for Fiscal 2016.”
The Company’s business is dependent upon remodeling activity and residential construction. The Company’s results of operations
are affected by levels of home improvement and residential construction activity, including repair and remodeling and new
construction. Job creation levels, interest rates, availability of credit, energy costs, consumer confidence, national and regional
economic conditions, and weather conditions and natural disasters can significantly impact levels of home improvement and
residential construction activity.
Prolonged economic downturns may adversely impact the Company’s sales, earnings and liquidity. The Company’s industry
historically has been cyclical in nature and has fluctuated with economic cycles. During economic downturns, the Company’s
industry could experience longer periods of recession and greater declines than the general economy. The Company believes that
its industry is significantly influenced by economic conditions generally and particularly by housing activity, consumer confidence,
the level of personal discretionary spending, demographics and credit availability. These factors not only may affect the ultimate
consumer of the Company’s products, but also may impact home centers, builders and the Company’s other primary customers.
As a result, a worsening of economic conditions could adversely affect the Company’s sales and earnings as well as its cash flow
and liquidity.
The Company’s future financial performance depends in part on the success of its new product development and other growth
strategies. The Company has increased its emphasis on new product development in recent years and continues to focus solely
on organic growth. Consequently, the Company’s financial performance will, in part, reflect its success in implementing its growth
strategies in its existing markets and in introducing new products.
The loss of, or a reduction in business from, either of the Company’s key customers would have a material adverse effect upon its
business. The size and importance to the Company of its two largest customers are significant. These customers could make
significant changes in their volume of purchases and could otherwise significantly affect the terms and conditions on which the
Company does business. Sales to The Home Depot and Lowe’s Companies, Inc. were approximately 45% of total company sales
for fiscal 2015. Although builders, dealers, and other retailers represent other channels of distribution for the Company's products,
an unplanned loss of a substantial portion of sales to The Home Depot or Lowe’s Companies, Inc. would have a material adverse
impact on the Company.
Manufacturing expansion to add capacity could result in a decrease in the Company’s near-term earnings. The Company
continually reviews its manufacturing operations. These reviews could result in the expansion of capacity, functions, systems, or
procedures, which in turn could result in inefficiencies for a period that would decrease near-term earnings until the additional
capacity is in place and fully operating. In addition, downturns in the economy could potentially have a larger impact on the
Company as a result of this added capacity.
Impairment charges could reduce the Company’s profitability. The Company has significant long-lived assets, including deferred
tax assets, recorded on its balance sheets. If operating results decline or if the Company decides to restructure its operations as it
did with the 2012 Restructuring Plan, the Company could incur impairment charges, which could have a material impact on its
financial results. The Company evaluates the recoverability of the carrying amount of its long-lived assets on an ongoing basis.
The outcome of future reviews could result in substantial impairment charges. Impairment assessments inherently involve
judgments as to assumptions about market conditions and the Company’s ability to generate future cash flows and profitability,
given those assumptions. Future events and changing market conditions may impact the Company’s assumptions as to prices,
costs or other factors that may result in changes in the Company’s estimates.
The Company’s operating results are affected by the cost and availability of raw materials. Because the Company is dependent
on outside suppliers for raw material needs, it must obtain sufficient quantities of quality raw materials from its suppliers at
3
acceptable prices and in a timely manner. The Company has no long-term supply contracts with its key suppliers. A substantial
decrease in the availability of products from the Company’s suppliers, the loss of key supplier arrangements, or a substantial
increase in the cost of its raw materials could adversely impact the Company’s results of operations.
The Company may not be able to maintain or raise the prices of its products in response to inflation and increasing costs. Short-
term market and competitive pressures may prohibit the Company from raising prices to offset inflationary raw material and freight
costs, which would adversely impact profit margins.
The Company's operations may be adversely affected by information systems interruptions or intrusions. The Company relies on
a number of information technology systems to process, transmit, store and manage information to support its business activities.
Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted attacks pose a risk to its information
technology systems. The Company has established security policies, processes and layers of defense designed to help identify and
protect against intentional and unintentional misappropriation or corruption of its systems and information and disruption of its
operations. Despite these efforts, systems may be damaged, disrupted, or shut down due to attacks by unauthorized access, malicious
software, undetected intrusion, hardware failures, or other events, and in these circumstances the Company's disaster recovery
planning may be ineffective or inadequate. These breaches or intrusions could lead to business interruption, exposure of proprietary
or confidential information, data corruption, damage to the Company's reputation, exposure to litigation, and increased operational
costs. Such events could have a material adverse impact on the Company's business, financial condition and results of operation.
In addition, the Company could be adversely affected if any of its significant customers or suppliers experience any similar events
that disrupt their business operations or damage their reputation.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
Item 2.
PROPERTIES
American Woodmark leases its Corporate Office located in Winchester, Virginia. In addition, the Company leases 1 manufacturing
facility in Hardy County, West Virginia and owns 8 manufacturing facilities located primarily in the eastern United States. The
Company also leases 7 primary service centers, 7 satellite service centers, and 3 additional office centers located throughout the
United States that support the sale and distribution of products to each market channel. The Company considers its properties
suitable for the business and adequate for its needs.
Primary properties as of April 30, 2015 include:
LOCATION
Allegany County, MD
Berryville, VA
Coppell, TX
Fort Myers, FL
Gas City, IN
Hardy County, WV
Houston, TX
Humboldt, TN
Huntersville, NC
Jackson, GA
Kingman, AZ
Kennesaw, GA
Las Vegas, NV
Montgomeryville, PA
Monticello, KY
Orange, VA
Orlando, FL
Phoenix, AZ
DESCRIPTION
Manufacturing Facility
Service Center*
Service Center*
Satellite Service Center*
Manufacturing Facility
Manufacturing Facility*
Satellite Service Center*
Manufacturing Facility
Service Center*
Manufacturing Facility
Manufacturing Facility
Service Center*
Satellite Service Center*
Satellite Service Center*
Manufacturing Facility
Manufacturing Facility
Service Center*
Service Center*
4
LOCATION
Raleigh, NC
Rancho Cordova, CA
Tampa, FL
Toccoa, GA
Tucson, AZ
Winchester, VA
Winchester, VA
Winchester, VA
Winchester, VA
*Leased facility.
DESCRIPTION
Satellite Service Center*
Service Center*
Satellite Service Center*
Manufacturing Facility
Satellite Service Center*
Corporate Office*
Office (Customer Service)*
Office (IT)*
Office (Product Development/Logistics)*
Item 3.
LEGAL PROCEEDINGS
The Company is involved in suits and claims in the normal course of business, including without limitation, product liability and
general liability claims and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis,
the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required
by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories
according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible and those
that are deemed to be remote. The Company accounts for these loss contingencies in accordance with ASC 450. Where losses are
deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss
estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known
values of similar claims and consultation with independent counsel.
The Company believes that the aggregate range of estimated loss stemming from the various suits and asserted and unasserted
claims which were deemed to be either probable or reasonably possible was not material as of April 30, 2015.
Also see the information under “Legal Matters” under “Note K – Commitments and Contingencies” to the Consolidated Financial
Statements included in this report under Item 8. “Financial Statements and Supplementary Data.”
Item 4.
MINE SAFETY DISCLOSURES
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive officers of the Company are elected by the Board of Directors and generally hold office until the next annual election
of officers. There are no family relationships between any executive officer and any other officer or director of the Company or
any arrangement or understanding between any executive officer and any other person pursuant to which such officer was elected.
The executive officers of the Company as of April 30, 2015 are as follows:
Name
Kent B. Guichard (1)
M. Scott Culbreth
Age
59
44
Position(s) Held During Past Five Years
Company Chairman from August 2009 to present; Company Chief Executive Officer
from August 2007 to present; Company President from August 2007 to August 2014;
Company Director from November 1997 to present.
Company Senior Vice President and Chief Financial Officer from February 2014 to
present; Chief Financial Officer of Piedmont Hardware Brands from September 2013
to February 2014; Vice President, Finance – Various Segments from 2011 to 2013;
Vice President – Hardware from 2009 to 2011 for Newell Rubbermaid.
5
Name
S. Cary Dunston (1)
Bradley S. Boyer
R. Perry Campbell
Age
50
56
50
Position(s) Held During Past Five Years
Company President and Chief Operating Officer from August 2014 to present;
Company Executive Vice President and Chief Operating Officer from August 2013 to
August 2014; Company Executive Vice President, Operations from September 2012
to August 2013; Company Senior Vice President, Manufacturing and Supply Chain
Services from October 2006 to September 2012.
Company Senior Vice President, Sales and Marketing Remodel from September 2010
to present; Company Vice President, Remodeling Sales and Marketing from July 2008
to September 2010; Company Vice President, Home Center Sales and Marketing from
January 2005 to July 2008.
Company Senior Vice President and General Manager, New Construction from August
2013 to present; Company Vice President and General Manager, New Construction
from May 2011 to August 2013; Company Vice President of Quality from February
2006 to April 2011.
(1) On May 29, 2015, the Company announced that Cary Dunston will assume the role of Chief Executive Officer effective with
the Company's Annual Shareholders' Meeting on August 26, 2015, succeeding Kent Guichard who will remain with the
Company in the role of non-executive Chairman of the Board.
PART II
Item 5.
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
MARKET INFORMATION
American Woodmark Corporation common stock is listed on The NASDAQ Global Select Market under the “AMWD” symbol.
Common stock per share market prices and cash dividends declared during the last two fiscal years were as follows:
(in dollars)
FISCAL 2015
First quarter
Second quarter
Third quarter
Fourth quarter
FISCAL 2014
First quarter
Second quarter
Third quarter
Fourth quarter
MARKET PRICE
Low
$25.10
29.37
37.02
40.97
$31.69
31.26
32.43
29.86
High
$33.11
41.85
43.20
56.44
$39.49
37.74
39.97
36.51
DIVIDENDS
DECLARED
$0.00
0.00
0.00
0.00
$0.00
0.00
0.00
0.00
As of May 21, 2015, there were approximately 8,900 shareholders of record of the Company's common stock. Included are
approximately 81% of the Company's employees, who are shareholders through the American Woodmark Stock Ownership Plan.
The Company suspended its quarterly dividend during fiscal 2012. The determination as to the payment of future dividends will
be made by the Board of Directors from time to time and will depend on the Company's then current financial condition, capital
requirements, results of operations and any other factors then deemed relevant by the Board of Directors.
6
Item 6.
SELECTED FINANCIAL DATA
(in millions except per share data)
20151
20141
20131
20121,2
20112
FISCAL YEARS ENDED APRIL 30
FINANCIAL STATEMENT DATA
Net sales
Operating income (loss)
Net income (loss)
Earnings (loss) per share:
Basic
Diluted
Depreciation and amortization expense
Total assets
Long-term debt, less current maturities
Total shareholders' equity
Cash dividends declared per share
Average shares outstanding
Basic
Diluted
PERCENT OF SALES
Gross profit
Selling, general and administrative expenses
Income (loss) before income taxes
Net income (loss)
RATIO ANALYSIS
Current ratio
Inventory turnover3
Collection period - days4
$ 825.5
$
726.5
$
630.4
$
54.7
35.5
2.25
2.21
14.5
398.9
21.5
229.8
—
15.8
16.0
18.5%
11.9
6.6
4.3
3.3
19.9
31.6
34.1
20.5
1.34
1.31
14.5
330.1
20.5
190.5
—
15.3
15.7
17.1%
12.5
4.5
2.7
2.9
19.8
32.8
17.2
9.8
0.67
0.66
14.4
294.0
23.6
146.2
—
14.6
14.8
16.3%
13.5
2.7
1.5
2.6
20.4
31.4
515.8
(33.4)
(20.8)
(1.45)
(1.45)
23.4
265.1
23.8
130.0
0.09
14.3
14.3
$
452.6
(31.1)
(20.0)
(1.40)
(1.40)
26.7
268.4
24.7
154.0
0.36
14.3
14.3
12.9%
11.7%
16.2
(6.4)
(4.0)
2.2
19.2
30.0
18.5
(6.6)
(4.4)
2.4
16.1
30.1
Percentage of capital (long-term debt plus equity):
Long-term debt, less current maturities
8.6%
9.7%
13.9%
15.5%
13.8%
Equity
Return on equity (average %)
91.4
16.9
90.3
12.2
86.1
7.1
84.5
(14.6)
86.2
(12.2)
The Company announced plans to realign its manufacturing network during fiscal 2012. The impact of these initiatives in
fiscal 2012 increased operating loss, net loss and loss per share by $15,917,000, $9,710,000 and $0.68, respectively. During
fiscal 2013, the charges related to these initiatives decreased operating income, net income and earnings per share by
$1,433,000, $874,000 and $0.06, respectively. During fiscal 2014, the credits related to these initiatives increased operating
income, net income and earnings per share by $234,000, $142,000 and $0.01, respectively. During fiscal 2015, the credits
related to these initiatives increased operating income, net income and earnings per share by $240,000, $147,000 and $0.01,
respectively.
The Company performed a reduction-in-force of salaried personnel and announced plans to realign its manufacturing network
during fiscal 2009. During fiscal 2011, these initiatives increased operating loss, net loss and loss per share by $62,000,
$39,000 and $0.00, respectively. During fiscal 2012, these initiatives increased operating loss, net loss and loss per share
by $404,000, $246,000 and $0.01, respectively.
Based on average beginning and ending inventory.
Based on the ratio of average monthly customer receivables to average sales per day.
1
2
3
4
7
Item 7.
OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
Results of Operations
The following table sets forth certain income and expense items as a percentage of net sales:
Net sales
Cost of sales and distribution
Gross profit
Selling and marketing expenses
General and administrative expenses
Restructuring charges
Insurance recovery
Operating income
Interest expense/other (income) expense
Income before income taxes
Income tax expense
Net income
PERCENTAGE OF NET SALES
Fiscal Years Ended April 30
2015
2014
2013
100.0%
100.0%
100.0%
81.5
18.5
7.8
4.1
—
—
6.6
—
6.6
2.3
4.3
82.9
17.1
8.2
4.3
—
—
4.6
0.1
4.5
1.8
2.7
83.7
16.3
9.1
4.4
0.2
(0.1)
2.7
0.1
2.7
1.1
1.5
The following discussion should be read in conjunction with the Selected Financial Data and the Consolidated Financial Statements
and the related notes contained elsewhere in this report.
Forward-Looking Statements
This annual report contains statements concerning the Company’s expectations, plans, objectives, future financial performance
and other statements that are not historical facts. These statements may be “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words
such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “would,” “plan,” “may,” "intend," "estimate,"
"prospect," "goal," "will," "predict," "potential" or other similar words. Forward-looking statements contained in this annual report,
including elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are based on
current expectations and our actual results may differ materially from those projected in any forward-looking statements. In
addition, the Company participates 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 or deterioration in financial condition. Factors that
could cause actual results to differ materially from those in forward-looking statements made in this report include but are not
limited to:
• general economic or business conditions and instability in the financial and credit markets, including their potential impact on
the Company's (i) sales and operating costs and access to financing; and (ii) customers and suppliers and their ability to obtain
financing or generate the cash necessary to conduct their respective businesses;
• the cyclical nature of the Company’s industry, which is particularly sensitive to changes in consumer confidence, the amount
of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit;
• economic weakness in a specific channel of distribution;
• the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor;
• risks associated with domestic manufacturing operations and suppliers, including fluctuations in capacity utilization and the
prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs and environmental
compliance and remediation costs;
• the need to respond to price or product initiatives launched by a competitor;
• the Company’s ability to successfully implement initiatives related to increasing market share, new products, maintaining and
increasing its sales force and new product displays; and
• sales growth at a rate that outpaces the Company’s ability to install new capacity or a sales decline that requires reduction or
realignment of the Company’s manufacturing capacity.
8
Additional information concerning the factors that could cause actual results to differ materially from those in forward-looking
statements is contained in this annual report, including elsewhere in “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and under Item 1A. “Risk Factors,” and Item 7A. “Quantitative and Qualitative Disclosures about
Market Risk.” 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 material adverse impact on its operating
results and financial condition.
Any forward-looking statement that the Company makes speaks only as of the date of this annual report. The Company undertakes
no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information,
future events or otherwise, except as required by law.
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 dealers and distributors. At April 30, 2015, the Company operated 9 manufacturing facilities
and 7 service centers across the country.
During the Company’s fiscal year that ended on April 30, 2015 (fiscal 2015), the Company continued to experience improving
housing market conditions from the housing market downturn that began in 2007.
A number of positive factors evidenced the improving housing market, including:
• The unemployment rate improved by 13% compared to April 2014, falling to 5.4% as of April 2015 according to data provided
by the U.S. Department of Labor;
• A 7% improvement in Gross Private Residential Fixed Investment reported by the U.S. Department of Commerce during the
most recent four quarters through the first quarter of calendar 2015, as compared with the same period one year ago;
• Increases in total housing starts and single family housing starts during the Company’s fiscal 2015 of 8% and 7%, respectively,
as compared to the Company’s fiscal 2014, according to the U.S. Department of Commerce;
• The median price of existing homes sold in the U.S. rose by 9% during the Company’s fiscal 2015, according to data provided
by the National Association of Realtors;
• Mortgage interest rates decreased with a 30-year fixed mortgage rate of 3.67% in April 2015, an improvement of approximately
67 basis points compared to April 2014;
• Consumer sentiment, as reported by the University of Michigan, averaged 10% higher during the Company’s fiscal 2015 than
in its prior fiscal year; and
• Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by 6% during
fiscal 2015, suggesting an increase in both new construction and remodeling sales of cabinets.
The Company’s largest remodeling customers and competitors continued to utilize sales promotions in the Company’s product
category during fiscal 2015 to boost sales. The Company strives to maintain its promotional levels in line with market activity,
with a goal of remaining competitive. The Company experienced promotional levels during fiscal 2015 that were slightly higher
than those experienced in its prior fiscal year. The Company’s remodeling sales increased high single digits during fiscal 2015,
consistent with the overall remodeling market.
The Company increased its net sales by 14% during fiscal 2015. The Company realized strong sales gains in its new construction
channel during fiscal 2015, where sales increased by more than 19%, outpacing the improvement in single-family housing starts.
Management believes this result indicates the Company realized market share gains in the new construction sales channel during
fiscal 2015.
During the third quarter of fiscal 2012, the Company announced several initiatives designed to reduce its cost base (the 2012
Restructuring), including the permanent closure of two manufacturing plants, the decision to sell a previously closed manufacturing
facility, and the realignment of its retirement program, including the freezing of its pension plans. All of these initiatives were
9
completed either prior to or just after the beginning of the Company’s fiscal 2013, and restructuring charges related to these actions
have been reflected in the Company’s results for fiscal years 2015, 2014 and 2013.
The Company recorded restructuring charges of $(0.2) million (pre-tax) and $(0.1) million (after-tax) during fiscal 2014 and $(0.2)
million (pre-tax) and $(0.1) million (after-tax) during fiscal 2015 in connection with these initiatives. The Company sold a
previously closed plant during fiscal 2014 and sold the remaining plant held for sale during fiscal 2015 that were included in the
2012 Restructuring.
Gross margin for fiscal 2015 was 18.5%, an improvement from 17.1% in fiscal 2014. The increase in the Company’s gross margin
rate was driven by the beneficial impact of increased sales volume and improved operating efficiency, which more than offset the
impact of rising materials costs and costs associated with crewing and infrastructure to support higher levels of sales and installation
activity.
The Company regularly considers the need for a valuation allowance against its deferred tax assets. The Company had a history
of profitable operations for 16 consecutive years, from 1994 to 2009, followed by losses that coincided with the industry downturn
from 2010 to 2012. As of April 30, 2015, the Company had total deferred tax assets of $37.3 million, up from $29.9 million at
April 30, 2014. Growth in the Company’s deferred tax assets in recent fiscal years resulted primarily from growth in its defined
benefit pension liabilities and the impact of its recent losses prior to fiscal 2013. To fully realize its remaining net deferred tax
assets, the Company will need to, among other things, substantially reduce its unfunded pension obligation of $61.3 million at
April 30, 2015. The Company took definitive actions when it froze its pension plans as part of the 2012 Restructuring to enhance
the probability that this objective is achieved in the future.
The Company resumed the funding of its pension plans during fiscal year 2012, and expects to continue funding these plans for
the foreseeable future, which will reduce both its unfunded pension plan obligation and its deferred tax asset. These actions,
coupled with the recent improvement in the U.S. housing market and the Company’s continued ability to grow its sales at a faster
rate than its competitors, have enabled the Company to generate net income and reduce its deferred tax assets and unfunded pension
obligation during fiscal 2014. The Company's deferred tax assets increased in fiscal 2015 due to an increase in the unfunded
pension obligation, as a result of a decrease in the discount rate and the Company updating to the new RP-2014 mortality tables. The
Company believes that the positive evidence of the housing industry improvement, coupled with the benefits from the Company’s
successful restructuring and continued market share gains have already driven a return to profitability that is expected to continue,
and that the combined impact of these positive factors outweighs the negative factor of the Company’s previous losses. Accordingly,
Management has concluded it is more likely than not that the Company will realize its deferred tax assets.
The Company also regularly assesses its long-lived assets to determine if any impairment has occurred. The Company has
concluded that none of the long-lived assets pertaining to its 9 manufacturing plants or any of its other long-lived assets were
impaired as of April 30, 2015.
Results of Operations
(in thousands)
Net sales
Gross profit
Selling and marketing expenses
General and administrative expenses
Interest expense
Net Sales
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
2015 vs.
2014
PERCENT
CHANGE
2014 vs.
2013
PERCENT
CHANGE
$ 825,465
$ 726,515
$ 630,437
152,532
124,177
102,656
64,304
33,773
515
59,536
30,881
728
57,402
27,575
643
14%
23
8
9
(29)
15%
21
4
12
13
Net sales were $825.5 million in fiscal 2015, an increase of $99.0 million, or 14%, compared with fiscal 2014. Overall unit volume
for fiscal 2015 was 6% higher than in fiscal 2014, which was driven primarily by the Company’s increased new construction
volume. Average revenue per unit increased 7% in fiscal 2015, driven by improvements in the Company’s product mix and pricing.
10
Net sales for fiscal 2014 increased 15% to $726.5 million from $630.4 million in fiscal 2013. Overall unit volume for fiscal 2014
was 10% higher than in fiscal 2013, which management believes was driven primarily by the Company’s increased new construction
volume. Average revenue per unit increased 5% during fiscal 2014, driven by improvements in the Company's sales mix and
pricing.
Gross Profit
Gross profit as a percentage of sales increased to 18.5% in fiscal 2015 as compared with 17.1% in fiscal 2014. The improvement
in gross profit margin was due primarily to the beneficial impact of higher sales volume and improved labor efficiency. This
favorability was partially offset by an increase in material costs, costs associated with crewing and infrastructure to support higher
levels of sales and installation activity and inventory costs associated with new product launches.
During fiscal 2014, the Company’s gross profit increased as a percentage of net sales to 17.1% from 16.3% in fiscal 2013. The
improvement in gross profit margin was due primarily to the beneficial impact of higher sales volume and improved labor
efficiency. This favorability was partially offset by an increase in material costs, costs associated with crewing and infrastructure
to support higher levels of sales and installation activity.
Selling and Marketing Expenses
Selling and marketing expenses in fiscal 2015 were 7.8% of net sales, compared with 8.2% of net sales in fiscal 2014. Selling
and marketing costs increased by 8% despite a 14% increase in net sales. The improvement in sales and marketing costs in relation
to net sales was due to favorable leverage from increased sales and on-going expense control.
Selling and marketing expenses were 8.2% of net sales in fiscal 2014 compared with 9.1% in fiscal 2013. The improvement in
sales and marketing costs in relation to net sales was due to reduced spending on product launch costs, which were offset in part
by increased sales compensation and staffing costs related to the Company’s increased sales levels.
General and Administrative Expenses
General and administrative expenses increased by $2.9 million or 9% during fiscal 2015. The increase in cost was related to
increased pay-for-performance compensation and staffing costs. However, the Company generated leverage as general and
administrative costs declined to 4.1% of net sales in fiscal 2015 compared with 4.3% of net sales in fiscal 2014.
General and administrative expenses in fiscal 2014 increased by $3.3 million, or 12%, compared with fiscal 2013 and represented
4.3% of net sales, compared with 4.4% of net sales for fiscal 2013. The increase in cost was related to increased pay-for-performance
compensation and one-time personnel costs.
Effective Income Tax Rates
The Company generated pre-tax income of $54.4 million during fiscal 2015. The Company’s effective tax rate decreased from
39.2% in fiscal 2014 to 34.7% in fiscal 2015. The lower effective tax rate was the result of the Company operating at a higher
net income than the prior year period and more favorable permanent tax differences, including finalizing a federal research and
experimentation tax credit for fiscal years 2011 through 2014 of $1.2 million.
Outlook for Fiscal 2016
The Company tracks several metrics, including but not limited to housing starts, existing home sales, mortgage interest rates, new
jobs growth, GDP growth and consumer confidence, which it believes are leading indicators of overall demand for kitchen and
bath cabinetry. The Company believes that housing starts will continue to improve, driven by lower unemployment rates and a
resumption of growth in new household formation. However, the Company expects that while the cabinet remodeling market will
show modest improvement during fiscal 2016 it will continue to be below historical averages.
The Company expects that industry-wide cabinet remodeling sales will continue to be challenged until economic trends remain
consistently favorable. Growth is expected at roughly a low-single digit rate during the Company’s fiscal 2016. The Company
expects that its home center market share will be relatively stable in fiscal 2016 and it will continue to gain market share in its
growing dealer business. This combination is expected to result in remodeling sales growth that reflects the market.
11
The Company believes, based on available information, that new residential construction starts will grow 8 to 10% during its fiscal
year. The Company’s new residential construction sales growth outperformed the new residential construction market during fiscal
2015, and management expects that it will again outperform the new residential construction market during fiscal 2016 but by a
lesser rate than fiscal 2015, as its comparable prior year sales levels become more challenging.
Inclusive of the potential for modest sales mix and pricing improvements, the Company expects that it will grow its total sales at
a low-teen rate in fiscal 2016. Despite anticipated material inflation and impacts in the second half of fiscal 2016 for the West
Virginia plant expansion, the Company expects that its gross margin rate and net income for fiscal 2016 will improve compared
with its fiscal 2015 performance.
The Company had gross outlays for capital expenditures and customer display units of $22.4 million during fiscal 2015, and plans
to increase its base spending level during fiscal 2016 along with the carryover spending associated with its facility expansion in
West Virginia.
Additional risks and uncertainties that could affect the Company’s results of operations and financial condition are discussed
elsewhere in this annual report, including under “Forward-Looking Statements,” and elsewhere in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” as well as under Item 1A. “Risk Factors” and Item 7A. “Quantitative
and Qualitative Disclosures about Market Risk.”
Liquidity and Capital Resources
The Company’s cash, cash equivalents and investments in certificates of deposit totaled $185.0 million at April 30, 2015, which
represented an increase of $49.3 million from April 30, 2014. Total debt was $23.0 million at April 30, 2015, an increase of $1.4
million over the prior fiscal year and long-term debt, excluding current maturities, to capital was 8.6% at April 30, 2015, down
from 9.7% at April 30, 2014.
The Company’s main source of liquidity is its cash and cash equivalents on hand and cash generated from its operating activities.
The Company also has a $35 million unsecured revolving credit facility with Wells Fargo Bank, N.A., which expires on December
31, 2018. This facility had an available borrowing base of $25 million at April 30, 2015. Effective September 1, 2014, Wells
Fargo amended the Company's credit facility to extend the maturity date for borrowings outstanding under the credit facility from
December 31, 2015 to December 31, 2018; provide the line of credit is unsecured; modify the interest on the outstanding principal
balance of the note as either (i) a fluctuating rate per annum determined by Wells Fargo to be the daily one month LIBOR rate in
effect from time to time plus the applicable margin, or (ii) a fixed rate per annum determined by Wells Fargo to be the index above
LIBOR in effect on the first day of the applicable Fixed Rate Term; lower the unused commitment fee from 0.30% to 0.15%; and
establish a requirement that the Company maintain a ratio of cash flow to fixed charges of not less than 1.5 to 1.0 measured at the
end of each fiscal quarter on a rolling four-quarter basis.
OPERATING ACTIVITIES
Cash provided by operating activities in fiscal 2015 was $58.7 million, compared with $40.5 million in fiscal 2014. The $18.2
million improvement was primarily attributable to the Company’s $15.0 million improvement in net income and a $5.1 million
decrease in cash used for the Company’s working capital investment in inventory and customer receivables.
Cash provided by operating activities in fiscal 2014 was $40.5 million, compared with $24.5 million in fiscal 2013. The $16.0
million improvement was primarily attributable to the Company’s $10.7 million improvement in net income and a $3.5 million
decrease in cash used for the Company's working capital investment in inventory and customer receivables.
INVESTING ACTIVITIES
The Company’s investing activities primarily consist of capital expenditures and investments in promotional displays. Net cash
used by investing activities in fiscal 2015 was $56.6 million, compared with $9.6 million in fiscal 2014 and $6.1 million in fiscal
2013. Investments in property, plant and equipment for fiscal 2015 were $20.0 million, compared with $7.9 million in fiscal 2014
and $8.9 million in fiscal 2013. Investments in promotional displays were $2.4 million in fiscal 2015, compared with $3.5 million
in fiscal 2014 and $4.8 million in fiscal 2013. The levels of investment in property, plant and equipment and promotional displays
increased during fiscal 2015. On August 21, 2014, the Board of Directors of the Company approved a $30 million capital expansion
project at its West Virginia facility. During fiscal 2015, approximately $10.2 was incurred related to this expansion.
12
During fiscal 2015, the Company’s increased net cash used for investing activities was driven by a $35.5 million investment in
short-term certificates of deposit and a $12.1 million increase in outflows for capital expenditures, offset by a $1.1 million decrease
in outflows for promotional displays and a $0.5 million decrease in proceeds from the sale of closed plants and insurance proceeds
compared to the prior year.
The Company generated positive free cash flow (defined as cash provided by operating activities less cash used for investing
activities) of $2.1 million during fiscal 2015, compared with $30.9 million in fiscal 2014 and $18.4 million in fiscal 2013. The
decrease in fiscal 2015 was driven by the net improvements in cash provided by operating activities, which more than offset the
increased net outflows used for investing activities that was the result of investment in short-term certificates of deposit and
increased capital expenditures. The increase in fiscal 2014 was driven by the net improvements in cash provided by operating
activities, which more than offset the increased net outflows used for investing activities.
FINANCING ACTIVITIES
The Company realized a net inflow of $11.7 million from financing activities in fiscal 2015, compared with $7.8 million in fiscal
2014, and $11.9 million in fiscal 2013. Proceeds were generated from the exercise of stock options of $14.3 million in fiscal 2015,
$15.3 million in fiscal 2014 and $5.9 million in fiscal 2013. During fiscal 2015 $1.3 million was used to repay long-term debt,
compared with approximately $4.5 million in fiscal 2014 and $1.0 million in fiscal 2013. Reductions in the amount of restricted
cash previously required under the Company’s credit facility drove inflows of approximately $7 million in fiscal 2013.
The Company ended fiscal 2015 with nearly $150 million in cash and cash equivalents. Under a stock repurchase authorization
approved by its Board of Directors on November 21, 2013, the Company was authorized to purchase up to $10 million of the
Company’s common shares through December 31, 2014. On November 20, 2014, the Board of Directors of the Company authorized
an additional repurchase of up to $25 million of the Company's common shares. Repurchases may be made from time to time in
the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations,
at prices and on terms the Company deems appropriate and subject to the Company's cash requirements for other purposes,
compliance with the covenants under the Company’s revolving credit facility, and other factors management deems relevant. At
April 30, 2015, $25 million remained authorized by the Company’s Board of Directors to repurchase the Company’s common
shares. The Company purchased a total of 163,326 common shares, for an aggregate purchase price of $5.1 million, during fiscal
2015, under the November 21, 2013 authorization. The Company continues to evaluate its cash on hand and prospects for future
cash generation, and compare these against its plans for future capital expenditures. Although the evaluation of its future capital
expenditures is ongoing, the Company expects that it will make repurchases of its common shares from time to time during fiscal
2016 subject to the Company’s financial condition, capital requirements, results of operations and any other factors then deemed
relevant.
The Company can borrow up to $35 million under the Wells Fargo credit facility, subject to a maximum borrowing base equal to
75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value (each as defined
in the agreement) less any outstanding loan balance. At April 30, 2015, $10 million of loans and $4.0 million of letters of credit
were outstanding under the Wells Fargo facility, and the Company had additional borrowing base availability of $25.0 million.
The Company’s outstanding indebtedness and other obligations to Wells Fargo are unsecured. Any outstanding loan balance bears
interest at the London Interbank Offered Rate (LIBOR) (0.25% at April 30, 2015) plus 1.495%. Under the terms of the revolving
credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of
not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.5
to 1.0 measured on a rolling four-quarter basis; and (3) comply with other customary affirmative and negative covenants.
The Company was in compliance with all covenants specified in the amended credit facility as of April 30, 2015, including as
follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2015 was 0.74 to 1.0; and (2) cash flow to
fixed charges for its most recent four quarters was 3.39 to 1.0.
The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the
Company is in compliance with these covenants.
Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient
to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for fiscal 2016.
13
The timing of the Company’s contractual obligations as of April 30, 2015 is summarized in the table below:
FISCAL YEARS ENDED APRIL 30
(in thousands)
Total Amounts
2016
2017-2018
2019-2020
Revolving credit facility
$
10,000
$
— $
— $
10,000
$
Economic development loans
Capital lease obligations
Interest on long-term debt1
Operating lease obligations
Pension contributions2
4,980
7,975
2,299
6,530
18,516
—
1,457
568
3,108
5,016
—
2,492
937
2,464
8,190
3,480
1,330
458
913
5,310
2021 and
Thereafter
—
1,500
2,696
336
45
—
Total
$
50,300
$
10,149
$
14,083
$
21,491
$
4,577
1 Interest commitments under interest bearing debt consist of interest under the Company’s primary loan agreement and capitalized
lease agreements. Amounts outstanding under the Company’s revolving credit facility, $10 million at April 30, 2015, bear a
variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 1.495%. Interest under the Company’s
capitalized lease agreements is fixed at rates between 2% and 6.5%. Interest commitments under interest bearing debt for the
Company’s revolving credit facility are at LIBOR plus the spread as of April 30, 2015, throughout the remaining term of the
facility.
2 The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and
other assumptions at fiscal year end. Future pension funding contributions beyond fiscal 2020 have not been determined at this
time.
SEASONALITY
The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second
and fourth fiscal quarters.
For additional discussion of risks that could affect the Company and its business, see “Forward-Looking Statements” above, as
well as Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”
OFF-BALANCE SHEET ARRANGEMENTS
As of April 30, 2015 and 2014, the Company had no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
Management has chosen accounting policies that are necessary to give reasonable assurance that the Company’s operational results
and financial position are accurately and fairly reported. The significant accounting policies of the Company are disclosed in Note
A to the Consolidated Financial Statements included in this annual report. The following discussion addresses the accounting
policies that management believes have the greatest potential impact on the presentation of the financial condition and operating
results of the Company for the periods being reported and that require the most judgment.
Management regularly reviews these critical accounting policies and estimates with the Audit Committee of the Board of Directors.
Revenue Recognition. The Company utilizes signed sales agreements that provide for transfer of title to the customer upon
delivery. The Company must estimate the amount of sales that have been transferred to third-party carriers but not delivered to
customers. The estimate is calculated using a lag factor determined by analyzing the actual difference between shipment date and
delivery date of orders over the past 12 months. Revenue is only recognized on those shipments which the Company believes have
been delivered to the customer.
14
The Company recognizes revenue based on the invoice price less allowances for sales returns, cash discounts and other deductions
as required under U.S. generally accepted accounting principles (GAAP). Collection is reasonably assured as determined through
an analysis of accounts receivable data, including historical product returns and the evaluation of each customer’s ability to pay.
Allowances for sales returns are based on the historical relationship between shipments and returns. The Company believes that
its historical experience is an accurate reflection of future returns.
Self Insurance. The Company is self-insured for certain costs related to employee medical coverage and workers’ compensation
liability. The Company maintains stop-loss coverage with third-party insurers to limit total exposure. The Company establishes a
liability at each balance sheet date based on estimates for a variety of factors that influence the Company’s ultimate cost. In the
event that actual experience is substantially different from the estimates, the financial results for the period could be adversely
affected. The Company believes that the methodologies used to estimate all factors related to employee medical coverage and
workers’ compensation are an accurate reflection of the liability as of the date of the balance sheet.
Pensions. The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees
hired prior to April 30, 2012.
Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salaried defined benefit
pension plans.
The estimated expense, benefits and pension obligations of these plans are determined using various assumptions. The most
significant assumptions are the long-term expected rate of return on plan assets and the discount rate used to determine the present
value of the pension obligations. The Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe
Yield Curve. The Company believes that using a yield curve approach accurately reflects changes in the present value of liabilities
over time since each cash flow is discounted at the rate at which it could effectively be settled. The long-term expected rate of
return on plan assets reflects the current mix of the plan assets invested in equities and bonds.
The following is a summary of the potential impact of a hypothetical 1% change in actuarial assumptions for the discount rate,
expected return on plan assets and consumer price index:
(in millions)
(decrease) increase
Effect on annual pension expense
Effect on projected pension benefit obligation
IMPACT OF 1%
INCREASE
IMPACT OF 1%
DECREASE
$
$
(1.2) $
(24.4) $
1.1
31.3
Pension expense for fiscal 2015 and the assumptions used in that calculation are presented in Note H of the Consolidated Financial
Statements. At April 30, 2015, the discount rate was 4.19% compared with 4.56% at April 30, 2014. The expected return on plan
assets was 7.5% at both April 30, 2015, and April 30, 2014. The rate of compensation increase is not applicable for periods beyond
April 30, 2012 because the Company froze its pension plans as of that date.
The projected performance of the Company’s pension plans is largely dependent on the assumptions used to measure the obligations
of the plans and to estimate future performance of the plans’ invested assets. Over the past two measurement periods, the most
material deviations between results based on assumptions and the actual plan performance have resulted from changes to the
discount rate used to measure the plans’ benefit obligations and the actual return on plan assets. Accounting guidelines require
the discount rate to be set to a current market rate at each annual measurement date. From the fiscal 2013 to fiscal 2014 measurement
dates, the discount rate increased from 4.21% at April 30, 2013 to 4.56% at April 30, 2014, which caused an actuarial gain of $7.6
million. From the fiscal 2014 to fiscal 2015 measurement dates, the discount rate decreased from 4.56% to 4.19%. Of the $24.2
million actuarial losses in fiscal 2015, $12.6 million were due to a reduction in the discount rate and $9.7 million were due to the
Company updating its mortality estimates to the new RP-2014 mortality tables.
The Company strives to balance expected long-term returns and short-term volatility of pension plan assets. Favorable and
unfavorable differences between the assumed and actual returns on plan assets are generally amortized over a period no longer
than the average life expectancy of the plans’ active participants. The actual rates of return on plan assets realized, net of investment
manager fees, were 6.6%, 9.4% and 10.2% for fiscal 2015, 2014 and 2013, respectively.
15
The fair value of plan assets at April 30, 2015 was $108.7 million compared with $102.6 million at April 30, 2014. The Company’s
projected benefit obligation exceeded plan assets by $61.3 million in fiscal 2015 and by $41.5 million in fiscal 2014. The $19.8
million increase in the Company’s net under-funded position during fiscal 2015 was primarily driven by the Company’s $24.2
million actuarial loss, offset by increased Company contributions. The Company expects its pension expense to increase from
$(0.3) million in fiscal 2015 to $0.3 million in fiscal 2016, due primarily to the change to the new mortality tables and decrease
in the discount rate and Company contributions. The Company expects to contribute $5.0 million to its pension plans in fiscal
2016, which represents required and discretionary funding. The Company made contributions of $4.3 million to its pension plans
in fiscal 2015.
Valuation of Deferred Tax Assets. The Company regularly considers the need for a valuation allowance against its deferred tax
assets. Based upon the Company’s analysis at April 30, 2015 and 2014, the Company determined in each case that a valuation
allowance was not required. The Company considered all available evidence, both positive and negative, in determining the need
for a valuation allowance. Based upon this analysis, management determined that it is more likely than not that the Company’s
deferred tax assets will be realized through expected future income and the reversal of taxable temporary differences. The Company
will continue to update this analysis on a periodic basis and changes in expectations about future income or the timing of the
reversal of taxable temporary differences could cause the Company to record a valuation allowance in a future period.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09,
“Revenue from Contracts with Customers: Topic 606.” ASU 2014-09 supersedes the revenue recognition requirements in
“Accounting Standard Codification 605 - Revenue Recognition” and most industry-specific guidance. The standard requires that
entities recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which a company expects to be entitled in exchange for those goods or services. This ASU is effective for fiscal
years beginning after December 15, 2016. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition
method. In April 2015, the FASB voted in favor of a one year deferral of the effective date of this amendment. The Company is
currently assessing the impact ASU 2014-09 will have on its financial position and results of operations.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
On April 30, 2015, the Company had no material exposure to changes in interest rates for its debt agreements.
The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity
price or interest rate risks.
16
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
ASSETS
Current Assets
Cash and cash equivalents
Investments - certificates of deposit
Customer receivables, net
Inventories
Prepaid expenses and other
Deferred income taxes
Total Current Assets
Property, plant and equipment, net
Promotional displays, net
Deferred income taxes
Other assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable
Current maturities of long-term debt
Accrued compensation and related expenses
Accrued marketing expenses
Other accrued expenses
Total Current Liabilities
Long-term debt, less current maturities
Defined benefit pension liabilities
Other long-term liabilities
Shareholders' Equity
APRIL 30
2015
2014
$
149,541
$
135,700
35,500
46,142
35,988
4,758
9,566
—
46,475
31,523
3,862
7,856
281,495
225,416
85,516
4,348
23,821
3,724
74,049
5,571
19,194
5,834
$
398,904
$
330,064
$
34,288
$
1,457
30,120
6,471
12,454
84,790
21,498
61,325
1,449
29,175
1,146
28,156
8,089
9,853
76,419
20,453
41,543
1,104
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
shares: at April 30, 2015: 16,079,671, at April 30, 2014: 15,476,298
Retained earnings
Accumulated other comprehensive loss -
Defined benefit pension plans
Total Shareholders' Equity
150,001
120,698
127,371
89,154
(40,857)
229,842
(25,980)
190,545
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
398,904
$
330,064
See notes to consolidated financial statements.
17
(in thousands, except per share data)
Net sales
Cost of sales and distribution
Gross Profit
Selling and marketing expenses
General and administrative expenses
Restructuring charges, net
Insurance proceeds
Operating Income
Interest expense
Other income
Income Before Income Taxes
Income tax expense
Net Income
SHARE INFORMATION
Earnings per share
Basic
Diluted
CONSOLIDATED STATEMENTS OF INCOME
FISCAL YEARS ENDED APRIL 30
2015
2013
2014
$
825,465
$
726,515
$
630,437
672,933
152,532
602,338
124,177
527,781
102,656
64,304
33,773
(240)
—
54,695
515
(207)
54,387
59,536
30,881
(234)
(94)
34,088
728
(310)
33,670
57,402
27,575
1,433
(975)
17,221
643
(162)
16,740
18,888
13,209
6,982
$
35,499
$
20,461
$
9,758
$
$
2.25
2.21
$
1.34
1.31
0.67
0.66
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income (loss) net of tax:
Change in pension benefits, net of deferred taxes
of $9,510, $3,944 and $2,905, respectively
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
$
35,499
$
20,461
$
9,758
(14,877)
6,170
(4,543)
Total Comprehensive Income
$
20,622
$
26,631
$
5,215
See notes to consolidated financial statements.
18
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ACCUMULATED
OTHER
TOTAL
(in thousands, except share data)
SHARES
AMOUNT
EARNINGS
LOSS
EQUITY
Balance, May 1, 2012
14,395,273
$
96,205
$
61,422
$
(27,607) $
130,020
COMMON STOCK
RETAINED
COMPREHENSIVE
SHAREHOLDERS'
Net income
Other comprehensive loss,
net of tax
Stock-based compensation
Adjustments to excess tax
benefit from stock-based
compensation
Exercise of stock-based
9,758
(4,543)
3,509
(650)
compensation awards, net of amounts
withheld for taxes
Employee benefit plan
contributions
328,490
5,768
98,817
2,333
Balance, April 30, 2013
14,822,580
$
107,165
$
71,180
$
(32,150) $
Net income
Other comprehensive income,
net of tax
Stock-based compensation
Adjustments to excess tax
benefit from stock-based
compensation
Exercise of stock-based
20,461
6,170
3,295
600
compensation awards, net of amounts
withheld for taxes
Stock repurchases
Employee benefit plan
contributions
643,558
(100,000)
13,122
(654)
(2,487)
110,160
3,843
Balance, April 30, 2014
15,476,298
$
127,371
$
89,154
$
(25,980) $
Net income
Other comprehensive loss,
net of tax
Stock-based compensation
Adjustments to excess tax
benefit from stock-based
compensation
Exercise of stock-based
35,499
(14,877)
3,497
1,172
compensation awards, net of amounts
withheld for taxes
Stock repurchases
Employee benefit plan
contributions
599,124
(163,326)
12,842
(1,098)
(3,955)
167,575
6,217
Balance, April 30, 2015
16,079,671
$
150,001
$
120,698
$
(40,857) $
See notes to consolidated financial statements.
19
9,758
(4,543)
3,509
(650)
5,768
2,333
146,195
20,461
6,170
3,295
600
13,122
(3,141)
3,843
190,545
35,499
(14,877)
3,497
1,172
12,842
(5,053)
6,217
229,842
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash and
cash equivalents provided by operating activities:
Depreciation and amortization
Net loss on disposal of property, plant and equipment
Impairment loss related to restructuring activities
Gain on sales of assets held for sale
Gain on insurance recoveries
Stock-based compensation expense
Deferred income taxes
Pension contributions in excess of expense
Excess tax benefit from stock-based compensation
Contributions of employer stock to employee benefit plan
Other non-cash items
Changes in operating assets and liabilities:
Customer receivables
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued compensation, marketing and other accrued expenses
Net Cash Provided by Operating Activities
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment
Proceeds from sales of property, plant and equipment
Proceeds from sales of assets held for sale
Proceeds from insurance recoveries
Investment in certificates of deposit, net
Investment in promotional displays
Net Cash Used by Investing Activities
FINANCING ACTIVITIES
Payments of long-term debt
Proceeds from long-term debt
Change in restricted cash
Excess tax benefit from stock-based compensation
Proceeds from issuance of common stock and other
Repurchase of common stock
Notes receivable, net
Net Cash Provided by Financing Activities
Net Increase in Cash and Cash Equivalents
Cash and Cash Equivalents, Beginning of Year
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
$
35,499
$
20,461
$
9,758
14,526
14,545
14,431
153
—
(250)
—
3,497
4,335
(4,604)
(1,887)
6,217
(1,211)
288
(5,605)
126
5,113
2,540
58,737
(20,015)
22
1,250
—
(35,500)
(2,363)
(56,606)
(1,309)
1,500
—
1,887
14,268
(5,053)
417
11,710
13,841
135,700
123
—
(323)
(94)
3,295
7,978
(2,039)
(854)
3,843
(2,634)
(7,546)
(2,875)
(1,236)
5,869
2,022
40,535
(7,903)
81
1,644
94
—
(3,499)
(9,583)
231
270
(481)
(975)
3,509
5,789
(4,299)
(18)
2,333
(1,389)
(6,825)
(7,068)
(1,669)
3,814
7,116
24,527
(8,860)
80
6,447
975
—
(4,759)
(6,117)
(4,516)
(1,019)
—
—
854
15,330
(3,141)
(750)
7,777
38,729
96,971
—
7,064
18
5,878
—
—
11,941
30,351
66,620
Cash and Cash Equivalents, End of Year
$
149,541
$
135,700
$
96,971
See notes to consolidated financial statements.
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A -- Summary of Significant Accounting Policies
The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets.
The Company's products are sold across the United States through a network of independent dealers and distributors and directly
to home centers and major builders.
The following is a description of the Company’s significant accounting policies:
Principles of Consolidation and Basis of Presentation: The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary. Significant inter-company accounts and transactions have been eliminated in consolidation.
Revenue Recognition: The Company recognizes revenue when product is delivered to the customer and title has passed. Revenue
is based on invoice price less allowances for sales returns, cash discounts and other deductions.
Cost of Sales and Distribution: Cost of sales and distribution includes all costs associated with the manufacture and distribution
of the Company’s products including the costs of shipping and handling.
Advertising Costs: Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2015, 2014 and 2013 were
$34.3 million, $30.4 million and $36.5 million, respectively.
Cash and Cash Equivalents: Cash in excess of operating requirements is invested in money market accounts which are carried
at cost (which approximates fair value). The Company considers all highly liquid short-term investments with an original maturity
of three months or less when purchased to be cash equivalents. Cash equivalents were $33.0 million and $38.9 million at April
30, 2015 and 2014, respectively.
Investments in Certificates of Deposit: The Company invests excess cash in certificates of deposit which are carried at cost (which
approximates fair value). These highly liquid investments have original maturities between three and twelve months.
Inventories: Inventories are stated at lower of cost or market. Inventory costs are determined by the last-in, first-out (LIFO)
method.
The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the
first-in, first-out method (FIFO). FIFO inventory cost approximates replacement cost.
Property, Plant and Equipment: Property, plant and equipment is stated on the basis of cost less accumulated depreciation.
Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from 15 to
30 years for buildings and improvements and 3 to 10 years for machinery and equipment. Assets under capital leases are amortized
over the shorter of their estimated useful lives or the term of the related lease.
Impairment of Long-Lived Assets: The Company reviews its long-lived assets for impairment when events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. During fiscal years 2015, 2014 and 2013, the
Company concluded no impairment existed, except for impairments related to restructuring activities.
Promotional Displays: The Company invests in promotional displays in retail stores to demonstrate product features, product and
quality specifications and serve as a training tool for retail kitchen designers. The Company invests in these long-lived productive
assets to provide the aforementioned benefits. The Company's investment in promotional displays is carried at cost less applicable
amortization. Amortization is provided by the straight-line method on an individual display basis over periods of 30 to 36 months
(the estimated period of benefit). Promotional display amortization expense for fiscal years 2015, 2014 and 2013 was $3.6 million,
$3.7 million and $4.0 million, respectively, and is included in selling and marketing expenses.
Income Taxes: The Company accounts for deferred income taxes utilizing the asset and liability method, whereby deferred tax
assets and liabilities are recognized based on the tax effects of temporary differences between the financial statement amounts and
the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which these items are expected to reverse. At
each reporting date, the Company evaluates the need for a valuation allowance to adjust deferred tax assets and liabilities to an
amount that more likely than not will be realized.
21
Pensions: The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees
hired before April 30, 2012. Both defined benefit pension plans were frozen effective April 30, 2012. The Company recognizes
the overfunded or underfunded status of its defined benefit pension plans, measured as the difference between the fair value of
plan assets and the benefit obligation, in its consolidated balance sheets. The Company also recognizes the actuarial gains and
losses and the prior service costs, credits and transition costs as a component of other comprehensive income (loss), net of tax.
Stock-Based Compensation: The Company recognizes stock-based compensation expense based on the grant date fair value over
the requisite service period.
Recent Accounting Pronouncements: In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers: Topic 606.” ASU 2014-09 supersedes the
revenue recognition requirements in “Accounting Standard Codification 605 - Revenue Recognition” and most industry-specific
guidance. The standard requires that entities recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services.
This ASU is effective for fiscal years beginning after December 15, 2016. ASU 2014-09 permits the use of either the retrospective
or cumulative effect transition method. In April 2015, the FASB voted in favor of a one year deferral of the effective date of this
amendment. The Company is currently assessing the impact ASU 2014-09 will have on its financial position and results of
operations.
Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during each reporting period. Actual results could differ from those estimates.
Reclassifications: Certain reclassifications have been made to prior period balances to conform to the current year presentation.
Note B -- Customer Receivables
The components of customer receivables were:
(in thousands)
Gross customer receivables
Less:
Allowance for doubtful accounts
Allowance for returns and discounts
Net customer receivables
Note C -- Inventories
The components of inventories were:
(in thousands)
Raw materials
Work-in-process
Finished goods
Total FIFO inventories
Reserve to adjust inventories to LIFO value
Total LIFO inventories
APRIL 30
2015
2014
48,655
$
48,943
(173)
(2,340)
46,142
$
(102)
(2,366)
46,475
APRIL 30
2015
2014
17,199
$
18,095
14,797
50,091
(14,103)
13,756
19,179
13,439
46,374
(14,851)
35,988
$
31,523
$
$
$
$
22
Note D -- Property, Plant and Equipment
The components of property, plant and equipment were:
(in thousands)
Land
Buildings and improvements
Buildings and improvements - capital leases
Machinery and equipment
Machinery and equipment - capital leases
Construction in progress
Less accumulated amortization and depreciation
Total
APRIL 30
2015
2014
5,929
$
69,412
11,202
159,680
29,052
12,581
287,856
(202,340)
5,929
68,224
11,202
155,162
28,111
2,461
271,089
(197,040)
85,516
$
74,049
$
$
Amortization and depreciation expense on property, plant and equipment amounted to $9.5 million, $9.5 million and $9.2 million
in fiscal years 2015, 2014 and 2013, respectively. Accumulated amortization on capital leases included in the above table amounted
to $28.6 million and $27.5 million as of April 30, 2015 and 2014, respectively.
Note E -- Loans Payable and Long-Term Debt
Maturities of long-term debt are as follows:
FISCAL YEARS ENDING APRIL 30
(in thousands)
2016
2017
2018
2019
2020
2021
AND
THERE-
AFTER
TOTAL
OUTSTANDING
Revolving credit facility
$
— $
— $
— $ 10,000
$
— $
— $
10,000
Economic development loans
—
—
—
2,190
1,290
1,500
Capital lease obligations
1,457
1,406
1,086
726
604
2,696
4,980
7,975
Total
$ 1,457
$ 1,406
$ 1,086
$ 12,915
$ 1,895
$ 4,196
$
22,955
Less current maturities
Total long-term debt
$
$
1,457
21,498
The Company’s primary loan agreement is a $35 million unsecured revolving credit facility which expires on December 31, 2018
with Wells Fargo Bank, N.A. (Wells Fargo). At April 30, 2015 and 2014, $10 million of loans were outstanding under this facility,
and the Company had additional borrowing base availability of $25 million. The Company incurs a fee for amounts not used
under the revolving credit facility. Fees paid by the Company related to non-usage of its current and former credit facilities have
been included in interest expense and were insignificant in each of fiscal years 2015, 2014 and 2013, respectively.
The Company can borrow under the revolving credit facility up to the lesser of $35 million or the maximum borrowing base (which
equals 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value, each as
defined in the agreement) less any outstanding loan balance. Any outstanding loan balance bears interest at the London Interbank
23
Offered Rate (LIBOR) (0.25% at April 30, 2015) plus 1.495%. Under the terms of the revolving credit facility, the Company must:
(1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2)
maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.5 to 1.0 measured on a rolling
four-quarter basis; and (3) comply with other customary affirmative and negative covenants.
The Company was in compliance with all covenants specified in the amended revolving credit facility as of April 30, 2015,
including as follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2015 was 0.74 to 1.0; and (2)
cash flow to fixed charges for its most recent four quarters was 3.39 to 1.0.
The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the
Company is in compliance with these covenants.
In 2009, the Company entered into a loan agreement with the Board of County Commissioners of Garrett County as part of the
Company’s capital investment in land located in Garrett County, Maryland. This loan agreement is secured by a Deed of Trust
on the property and bears interest at a fixed rate of 3%. The agreement defers principal and interest during the term of the obligation
and forgives any outstanding balance at December 31, 2019, if the Company complies with certain employment levels. The
outstanding balance as of April 30, 2015 and 2014 was $1.3 million.
In 2005, the Company entered into two separate loan agreements with the Maryland Economic Development Corporation and the
County Commissioners of Allegany County as part of the Company’s capital investment and operations at the Allegany County,
Maryland site. These loan agreements were amended in 2013 and 2008. The aggregate balance of these loan agreements was
$2.2 million as of April 30, 2015 and 2014. The loan agreements expire at December 31, 2018 and bear interest at a fixed rate of
3% per annum. These loan agreements are secured by mortgages on the manufacturing facility constructed in Allegany County,
Maryland. These loan agreements defer principal and interest during the term of the obligation and forgive any outstanding balance
at December 31, 2018, if the Company complies with certain employment levels at the facility.
From 2012 through 2015, the Company entered into a total of fourteen capitalized lease agreements in the aggregate amount of
$2.1 million with First American Financial Bancorp related to financing computer equipment. Each lease has a term of 48 months
and an interest rate of 6.5%. The leases require quarterly rental payments. The aggregate outstanding amount under all of these
leases as of April 30, 2015 and 2014 was $1.3 million and $1.2 million, respectively.
From 2013 through 2015, the Company entered into a total of thirteen capitalized lease agreements in the aggregate amount of
$1.5 million with e-Plus Group related to financing computer equipment. Each lease has a term of 51 months and an interest rate
of 6.5%. The leases require monthly rental payments. The aggregate outstanding amount under all of these leases as of April 30,
2015 and 2014 was $1.0 million and $0.8 million, respectively.
In 2004, the Company entered into a lease agreement with the West Virginia Economic Development Authority as part of the
Company’s capital investment and operations at the South Branch plant located in Hardy County, West Virginia. This capital lease
agreement is a $10 million term obligation, which expires June 30, 2024, bearing interest at a fixed rate of 2% per annum. The
lease requires monthly rental payments. The outstanding amounts owed as of April 30, 2015 and 2014 were $5.6 million and $6.1
million, respectively.
In 2015, the Company entered into a $1.5 million loan agreement with the West Virginia Economic Development Authority as
part of the Company's capital investment and operations at the South Branch plant located in Hardy County, West Virginia. The
loan agreement expires on February 1, 2025 and bears interest at a fixed rate of 3% per annum. The loan agreement is secured
by certain equipment. It defers principal and interest during the term of the obligation and forgives any outstanding balance at
December 31, 2018 if the Company complies with certain employment levels at the facility.
Certain of the Company's loan agreements limit the amount and type of indebtedness the Company can incur and require the
Company to maintain specified financial ratios measured on a quarterly basis. In addition to the assets previously discussed, certain
of the Company’s property, plant and equipment are pledged as collateral under a loan agreement and the capital lease arrangements.
The Company was in compliance with all covenants contained in its loan agreements and capital leases at April 30, 2015.
Interest paid under the Company’s loan agreements and capital leases during fiscal years 2015, 2014 and 2013 was $0.5 million,
$0.7 million and $0.6 million, respectively.
24
Note F -- Earnings Per Share
The following table summarizes the computations of basic and diluted earnings per share:
(in thousands, except per share amounts)
Numerator used in basic and diluted earnings per common share:
Net income
Denominator:
Denominator for basic earnings per common share -
weighted-average shares
Effect of dilutive securities:
Stock options and restricted stock units
Denominator for diluted earnings per common share -
weighted-average shares and assumed conversions
Net earnings per share
Basic
Diluted
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
$
35,499
$
20,461
$
9,758
15,764
15,299
14,563
273
354
270
16,037
15,653
14,833
$
$
2.25
2.21
$
$
1.34
1.31
$
$
0.67
0.66
Potentially dilutive shares of 0.1 million, 0.1 million and 1.0 million issuable under the Company’s stock incentive plans have
been excluded from the calculation of net earnings per share for the fiscal years ended April 30, 2015, 2014 and 2013, respectively,
as the effect would be anti-dilutive.
Note G – Stock-Based Compensation
The Company has two types of stock-based compensation awards in effect for its employees and directors. The Company has
issued stock options since 1986 and restricted stock units (RSUs) since fiscal 2010. Total compensation expense related to stock-
based awards for the fiscal years ended April 30, 2015, 2014 and 2013 was $3.5 million, $3.3 million and $3.5 million,
respectively. The Company recognizes stock-based compensation costs net of an estimated forfeiture rate for those shares expected
to vest on a straight-line basis over the requisite service period of the award. The Company estimates the forfeiture rates based
upon its historical experience.
Stock Incentive Plans
At April 30, 2015, the Company had stock option and RSU awards outstanding under three different plans: (1) second amended
and restated 2004 stock incentive plan for employees; (2) 2006 non-employee directors equity ownership plan; and (3) 2011 non-
employee directors equity ownership plan. As of April 30, 2015, there were 921,026 shares of common stock available for future
stock-based compensation awards under the Company’s stock incentive plans.
Methodology Assumptions
For purposes of valuing stock option grants, the Company has identified one employee group and one non-employee director
group, based upon observed option exercise patterns. The Company uses the Black-Scholes option-pricing model to value the
Company’s stock options for each of the groups. Using this option-pricing model, the fair value of each stock option award is
estimated on the date of grant. The fair value of the Company’s stock option awards is expensed on a straight-line basis over the
vesting period of the stock options. The expected volatility assumption is based on the historical volatility of the Company’s stock
over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from
the Company’s historical exercise experience and represents the period of time that stock option awards granted are expected to
be outstanding for each of the identified groups. The expected term assumption incorporates the contractual term of an option
grant, which is generally ten years for employees and from four to ten years for non-employee directors, as well as the vesting
period of an award, which is typically three years. The risk-free interest rate is based on the implied yield on a U.S. Treasury
constant maturity with a remaining term equal to the expected term of the option granted.
For purposes of determining the fair value of RSUs, the Company uses the closing stock price of its common stock as reported
on the NASDAQ Global Select Market on the date of grant, reduced by the discounted value of future expected dividend payments
25
during the vesting period, since the recipients are not entitled to dividends during the vesting period. The fair value of the Company’s
RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is
probable the related performance criteria, if any, will be met. The risk-free interest rate is based on the implied yield on a U.S.
Treasury constant maturity with a remaining term equal to the vesting period of the RSU grant.
The weighted-average assumptions and valuation of the Company’s stock options were as follows:
Weighted-average fair value of grants
Expected volatility
Expected term in years
Risk-free interest rate
Expected dividend yield
Stock Option Activity
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
$
9.25
$
14.46
$
7.39
27.4%
5.9
2.19%
—%
38.2%
6.1
1.59%
—%
42.5%
6.1
1.09%
—%
Stock options granted and outstanding under each of the Company’s plans vest evenly over a three-year period and have contractual
terms of ten years. The exercise price of all stock options granted is equal to the fair market value of the Company’s common
stock on the option grant date.
The following table presents a summary of the Company’s stock option activity for the fiscal years ended April 30, 2015, 2014
and 2013 (remaining contractual term in years and exercise prices are weighted-averages):
Outstanding at April 30, 2012
Granted
Exercised
Cancelled or expired
Outstanding at April 30, 2013
Granted
Exercised
Cancelled or expired
Outstanding at April 30, 2014
Granted
Exercised
Cancelled or expired
Outstanding at April 30, 2015
Vested and expected to vest in the future
at April 30, 2015
Exercisable at April 30, 2015
NUMBER OF
OPTIONS
1,624,760
125,000
(251,799)
(96,148)
1,401,813
60,500
(551,485)
(59,514)
851,314
66,600
(508,639)
(11,200)
398,075
385,250
263,541
REMAINING
CONTRACTUAL
TERM
5.1
9.1
—
—
4.8
9.1
—
—
4.3
9.1
—
—
5.0
4.9
3.3
WEIGHTED
AVERAGE
EXERCISE
PRICE
$27.64
17.62
23.35
31.03
$27.27
36.74
26.61
30.17
$28.16
29.92
28.05
32.64
$28.46
$28.45
$28.38
$
$
$
$
$
$
AGGREGATE
INTRINSIC
VALUE
(in thousands)
—
—
1,868
—
9,272
—
5,156
—
3,121
—
7,209
—
8,851
8,571
5,882
The aggregate intrinsic value in the previous table of the outstanding options on April 30, 2015 represents the total pre-tax intrinsic
value (the excess, if any, of the Company’s closing stock price on the last trading day of fiscal 2015 over the exercise price,
multiplied by the number of in-the-money options) of the shares of the Company’s common stock that would have been received
by the option holders had all option holders exercised their options on April 30, 2015. This amount changes based upon the fair
26
market value of the Company’s common stock. The total fair value of options vested for the fiscal years ended April 30, 2015,
2014 and 2013 was $0.7 million, $0.7 million and $1.2 million, respectively.
As of April 30, 2015, there was $0.7 million of total unrecognized compensation expense related to unvested stock options granted
under the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period
of 1.7 years.
Cash received from option exercises for the fiscal years ended April 30, 2015, 2014 and 2013, was an aggregate of $14.3 million,
$14.7 million and $5.9 million, respectively. The actual tax benefit realized for the tax deduction from option exercises of stock
option awards totaled $2.8 million, $2.0 million and $0.7 million for the fiscal years ended April 30, 2015, 2014 and 2013,
respectively.
The following table summarizes information about stock options outstanding at April 30, 2015 (remaining lives in years and
exercise prices are weighted-averages):
OPTION PRICE
PER SHARE
$17.62-$17.62
$22.77-$24.73
$28.97-$34.11
$36.74-$36.74
OPTIONS OUTSTANDING
OPTIONS EXERCISABLE
REMAINING
LIFE
7.1
3.6
4.5
8.1
EXERCISE
PRICE
$17.62
24.15
31.87
36.74
OPTIONS
45,841
120,800
184,100
47,334
398,075
EXERCISE
PRICE
$17.62
24.15
32.98
36.74
OPTIONS
12,507
120,800
117,500
12,734
263,541
Restricted Stock Unit Activity:
The Company’s RSUs granted to employees cliff-vest over a three-year period from date of grant, while RSUs granted to non-
employee directors vest daily over a two-year period from date of grant. Directors were granted service-based RSUs only, while
employees were awarded both service-based and performance-based RSUs (PBRSUs) in fiscal years 2015, 2014 and 2013. The
PBRSUs granted in fiscal 2015 are earned based on achievement of a number of goals pertaining to the Company’s operational
and financial performance during the performance period of fiscal 2015. Employees who satisfy the vesting criteria will receive
a proportional amount of PBRSUs based upon the Compensation Committee’s assessment of the Company’s achievement of the
performance criteria.
27
The following table contains a summary of the Company’s RSU activity for the fiscal years ended April 30, 2015, 2014 and 2013:
PERFORMANCE-
BASED RSUs
SERVICE-
BASED RSUs
TOTAL RSUs
WEIGHTED
AVERAGE
GRANT
DATE FAIR
VALUE
Issued and outstanding, April 30, 2012
237,076
155,728
392,804
$18.75
Granted
Cancelled due to non-achievement of
performance goals
Settled in common stock
Forfeited
Issued and outstanding, April 30, 2013
Granted
Cancelled due to non-achievement of
performance goals
Settled in common stock
Forfeited
Issued and outstanding, April 30, 2014
Granted
Cancelled due to non-achievement of
performance goals
Settled in common stock
Forfeited
Issued and outstanding, April 30, 2015
129,075
63,025
192,100
$17.76
(24,311)
(49,546)
(13,189)
279,105
—
(58,328)
(5,425)
155,000
(24,311)
(107,874)
(18,614)
434,105
$17.09
$20.66
$17.91
$17.96
75,600
44,092
119,692
$36.09
(23,384)
(74,935)
(20,591)
235,795
—
(60,310)
(15,407)
123,375
(23,384)
(135,245)
(35,998)
359,170
$17.62
$19.75
$23.12
$22.79
79,500
40,100
119,600
$30.82
(16,218)
(79,407)
(8,726)
210,944
—
(54,861)
(4,764)
103,850
(16,218)
(134,268)
(13,490)
314,794
$36.18
$17.45
$27.78
$27.15
As of April 30, 2015, there was $2.7 million of total unrecognized compensation expense related to unvested RSUs granted under
the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period of
1.6 years.
For the fiscal years ended April 30, 2015, 2014 and 2013 stock-based compensation expense was allocated as follows:
(in thousands)
Cost of sales and distribution
Selling and marketing expenses
General and administrative expenses
Stock-based compensation expense, before income taxes
Restricted Stock Tracking Units:
2015
2014
2013
$
$
$
518
954
2,025
$
505
801
1,989
3,497
$
3,295
$
606
859
2,044
3,509
During fiscal 2015, the Board of Directors of the Company approved grants of 10,416 cash-settled performance-based restricted
stock tracking units (RSTUs) and 3,584 cash-settled service-based RSTUs for more junior level employees who previously received
RSU grants under the Company’s shareholder approved plan. Each performance-based RSTU entitles the recipient to receive a
payment in cash equal to the fair market value of a share of the Company’s common stock as of the payment date if applicable
performance conditions are met and the recipient remains continuously employed with the Company until the units vest. The
service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of a share of our common
stock as of the payment date if they remain continuously employed with the Company until the units vest. The RSTUs cliff-vest
three years from the grant date. Since the RSTUs will be settled in cash, the grant date fair value of these awards is recorded as
a liability until the date of payment. The fair value of each cash-settled RSTU award is remeasured at the end of each reporting
period and the liability is adjusted, and related expense recorded, based on the new fair value. The Company recognized expense
28
of $0.4 million and $0.1 million related to RSTUs for the fiscal years ended April 30, 2015 and 2014, respectively. A liability for
payment of the RSTUs is included in the Company's balance sheets in the amount of $0.4 million and $0.1 million as of April 30,
2015 and 2014, respectively.
Note H – Employee Benefit and Retirement Plans
Employee Stock Ownership Plan
In fiscal 1990, the Company instituted the American Woodmark Investment Savings Stock Ownership Plan. Under this plan, all
employees who are at least 18 years old and have been employed by the Company for at least six consecutive months are eligible
to receive Company stock through a discretionary profit-sharing contribution and a 401(k) matching contribution based upon the
employee's contribution to the plan.
Discretionary profit-sharing contributions ranging from 0-5%, based on predetermined net income levels of the Company, may
be made annually in the form of Company stock. The Company recognized expenses for profit-sharing contributions of $1.8
million, $0.8 million and $0.3 million in fiscal years 2015, 2014 and 2013, respectively.
In fiscal 2013, as part of the realignment of its retirement plans, the Company increased the match on 401(k) contributions in the
form of Company stock to 100% of an employee’s annual contribution to the plan up to 4% of annual compensation. Effective
May 1, 2015, matching contributions will be made in cash by the Company. The expense for 401(k) matching contributions for
this plan was $5.6 million, $4.1 million and $2.5 million, in fiscal years 2015, 2014 and 2013, respectively.
Pension Benefits
The Company has two defined benefit pension plans covering many of the Company’s employees hired prior to April 30, 2012.
These plans provide defined benefits based on years of service and final average earnings (for salaried employees) or benefit rate
(for hourly employees).
Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salaried defined benefit
pension plans.
Included in accumulated other comprehensive loss at April 30, 2015 is $67.0 million ($40.9 million net of tax) related to net
unrecognized actuarial losses that have not yet been recognized in net periodic pension benefit costs. The Company expects to
recognize $1.4 million ($0.9 million net of tax) in net actuarial losses in net periodic pension benefit costs during fiscal 2016.
The Company uses an April 30 measurement date for its benefit plans.
The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s non-contributory
defined benefit pension plans as of April 30:
(in thousands)
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year
Interest cost
Actuarial (gains) and losses
Benefits paid
Projected benefit obligation at end of year
APRIL 30
2015
2014
$
$
144,142
6,466
24,168
(4,790)
169,986
$
$
149,429
6,203
(7,615)
(3,875)
144,142
29
(in thousands)
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year
Actual return on plan assets
Company contributions
Benefits paid
Fair value of plan assets at end of year
Funded status of the plans
Unrecognized net actuarial loss
Prepaid benefit cost
APRIL 30
2015
2014
$
$
$
$
102,599
6,583
4,269
(4,790)
108,661
$
$
(61,325) $
66,975
5,650
$
95,733
8,483
2,258
(3,875)
102,599
(41,543)
42,589
1,046
The accumulated benefit obligation for both pension plans was $170.0 million and $144.1 million at April 30, 2015 and 2014,
respectively.
(in thousands)
PENSION BENEFITS
2014
2015
2013
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
Interest cost
Expected return on plan assets
Recognized net actuarial loss
Pension benefit cost
$
$
$
6,466
(7,666)
865
(335) $
6,203
(7,113)
1,129
219
$
$
6,261
(6,563)
923
621
The components of net periodic pension benefit cost do not include service costs or prior service costs due to the plans being
frozen.
Actuarial Assumptions: The discount rate at April 30 was used to measure the year-end benefit obligations and the earnings effects
for the subsequent year. Actuarial assumptions used to determine benefit obligations and earnings effects for the pension plans
follow:
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT
OBLIGATIONS
Discount rate
FISCAL YEARS ENDED APRIL 30
2015
2014
4.19 %
4.56 %
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET
PERIODIC PENSION BENEFIT COST
Discount rate
Expected return on plan assets
4.56 %
7.5 %
4.21 %
7.5 %
4.66%
7.5 %
In fiscal years 2015, 2014 and 2013, the Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe
Yield Curve. The Company believes that using a yield curve approach accurately reflects changes in the present value of liabilities
over time since each cash flow is discounted at the rate at which it could effectively be settled.
30
In developing the expected long-term rate of return assumption for the assets of the defined benefit pension plans, the Company
evaluated input from its third party pension plan asset managers, including their review of asset class return expectations and long-
term inflation assumptions. The Company also considered the related historical ten-year average asset returns at April 30, 2015.
The Company amortizes experience gains and losses, as well as the effects of changes in actuarial assumptions and plan provisions,
over the average remaining lifetime of the active participants.
Contributions: The Company funds the pension plans in amounts sufficient to meet minimum funding requirements under
applicable employee benefit and tax laws plus additional amounts the Company deems appropriate.
The Company expects to contribute $5.0 million to its pension plans in fiscal 2016. The Company made contributions of $4.3
million and $2.3 million to its pension plans in fiscal 2015 and 2014, respectively.
Estimated Future Benefit Payments: The following benefit payments, which reflect expected future service, are expected to be
paid:
FISCAL YEAR
2016
2017
2018
2019
2020
Years 2021-2025
BENEFIT
PAYMENTS
(in thousands)
$
5,236
5,544
5,928
6,415
6,813
39,745
Plan Assets: Pension assets by major category and the type of fair value measurement as of April 30, 2015 and 2014 are presented
in the following tables:
(in thousands)
Cash Equivalents
Equity Funds:
Mutual Fund Equity
Fixed Income Funds:
Mutual Fund Tax Income
Common and Collective Funds:1
Capital Preservation Fund
FAIR VALUE MEASUREMENTS AT APRIL 30, 2015
QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)
TOTAL
SIGNIFICANT
OBSERVABLE
INPUTS
(LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
$
8
$
— $
8
$
62,533
28,408
17,712
62,533
—
—
—
28,408
17,712
46,128
$
—
—
—
—
—
Total
$
108,661
$
62,533
$
31
FAIR VALUE MEASUREMENTS AT APRIL 30, 2014
QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)
TOTAL
SIGNIFICANT
OBSERVABLE
INPUTS
(LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
(in thousands)
Cash Equivalents
Equity Collective Funds:1
Equity Index Value Fund
Equity Index Growth Fund
Small Cap Index Fund
International Equity Fund
Fixed Income Collective Funds:1
Core Fixed Income Fund
Capital Preservation Fund
$
338
$
338
$
— $
20,753
20,485
5,929
4,166
33,409
17,519
—
—
—
—
—
—
20,753
20,485
5,929
4,166
33,409
17,519
Total
$
102,599
$
338
$
102,261
$
—
—
—
—
—
—
—
—
1The Collective Trust Funds are valued by applying each plan's ownership percentage in the fund to the fund's net assets at fair
value at the valuation date.
Investment Strategy: The Company has established formal investment policies for the assets associated with its pension plans. The
objectives of the investment strategies include preservation of capital and long-term growth of capital while avoiding excessive
risk. Target allocation percentages are established at an asset class level by the Company’s Pension Committee. Target allocation
ranges are guidelines, not limitations, and the Pension Committee may approve allocations above or below a target range.
During a period of uncertainty in the equity and fixed income markets, the Pension Committee may suspend the Target Asset
Allocation and manage the investment mix as it sees reasonable, prudent and in the best interest of the plans to better protect the
value of the plan assets.
The Company’s pension plans’ weighted-average asset allocations at April 30, 2015 and 2014, by asset category, were as follows:
PLAN ASSET ALLOCATION
2015
2014
2015
APRIL 30
Equity Funds
Fixed Income Funds
Total
TARGET
ACTUAL
ACTUAL
50.0 %
50.0 %
58.0 %
42.0 %
50.0 %
50.0 %
100.0 %
100.0 %
100.0 %
Within the broad categories outlined in the preceding table, the Company has the following specific allocations as a percentage
of total funds invested: 16% Capital Preservation, 26% Bond and 58% Equity.
32
Note I -- Income Taxes
Income tax expense was comprised of the following:
(in thousands)
CURRENT EXPENSE
Federal
State
Total current expense
DEFERRED EXPENSE
Federal
State
Total deferred expense
Total expense
Other comprehensive income (loss)
Total comprehensive income tax expense
FISCAL YEARS ENDED APRIL 30
2015
2014
2013
$
12,663
$
4,825
$
1,890
14,553
406
5,231
3,024
1,311
4,335
18,888
(9,510)
9,378
$
6,076
1,902
7,978
13,209
3,944
$
17,153
$
1,031
162
1,193
4,859
930
5,789
6,982
(2,905)
4,077
The Company's effective income tax rate varied from the federal statutory rate as follows:
FISCAL YEARS ENDED APRIL 30
2014
2015
2013
Federal statutory rate
Effect of:
Research and experimentation tax credit
Meals and entertainment
Domestic production deduction
Other
Total
Effective federal income tax rate
State income taxes, net of federal tax effect
Effective income tax rate
35.0 %
35.0 %
35.0%
(2.3)%
0.5
(2.4)
0.1
(4.1)%
30.9 %
3.8
34.7 %
— %
0.8
(1.8)
0.7
(0.3)%
34.7 %
4.5
39.2 %
—%
1.5
(0.3)
1.4
2.6%
37.6%
4.1
41.7%
Included in the fiscal year 2015 effective income tax rate are research and experimentation tax credits for fiscal years 2011 through
2014.
Income taxes paid were $13.3 million, $4.3 million and $1.2 million for fiscal years 2015, 2014 and 2013, respectively.
33
The significant components of deferred tax assets and liabilities were as follows:
(in thousands)
Deferred tax assets:
Pension benefits
Accounts receivable
Product liability
Employee benefits
Net operating loss carryforward
Other
Total
Deferred tax liabilities:
Inventory
Depreciation
APRIL 30
2015
2014
$
23,074
$
5,523
1,031
7,429
—
266
37,323
451
3,485
3,936
15,381
4,603
745
8,523
469
199
29,920
496
2,374
2,870
Net deferred tax asset
$
33,387
$
27,050
Management believes it is more likely than not that the Company will realize its gross deferred tax assets due to expected future
taxable income and the reversal of taxable temporary differences.
Note J -- Accounting for Uncertainty in Income Taxes
The Company accounts for its income tax uncertainties in accordance with ASC Topic 740, “Income Taxes.” The Company had
no liability relating to uncertain tax positions for the years ended April 30, 2015 and 2014.
With minor exceptions, the Company is currently open to audit by tax authorities for tax years ending April 30, 2012 through April
30, 2015. The Company is currently not under federal audit.
Note K -- Commitments and Contingencies
Legal Matters
The Company is involved in suits and claims in the normal course of business, including without limitation product liability and
general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis,
the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required
by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories
according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible and those
that are deemed to be remote. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed
to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range
estimates, the Company considers known values of similar claims and consultation with independent counsel.
The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims which
were deemed to be either probable or reasonably possible is not material as of April 30, 2015.
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 two months of the original shipment date.
34
The following is a reconciliation of the Company’s warranty liability:
(in thousands)
PRODUCT WARRANTY RESERVE
Beginning balance
Accrual for warranties
Settlements
Ending balance at fiscal year end
Lease Agreements
APRIL 30
2015
2014
$
$
1,910
$
14,738
(14,005)
2,643
$
1,795
11,988
(11,873)
1,910
The Company leases certain office buildings, manufacturing buildings, service centers and equipment. Total rental expenses under
operating leases amounted to approximately $8.8 million, $8.0 million and $7.4 million, in fiscal years 2015, 2014 and 2013,
respectively. Minimum rental commitments as of April 30, 2015, under noncancelable leases with terms in excess of one year are
as follows:
FISCAL YEAR
2016
2017
2018
2019
2020
2021 (and thereafter)
Less amounts representing interest (2%)
Total obligations under capital leases
Related Parties
OPERATING
(in thousands)
CAPITAL
(in thousands)
$
$
3,108
$
1,687
777
599
314
45
6,530
$
$
1,696
1,576
1,197
803
665
2,813
8,750
(775)
7,975
During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership
which includes certain former executive officers and current significant shareholders of the Company, including one current
member of the Board of Directors of the Company, to lease the Company’s headquarters building which was constructed and is
owned by the partnership. The Company has subsequently renewed this lease in accordance with Company policy and procedures
which includes approval by the Board of Directors. As of April 30, 2015, the Company is in the final year of the latest five-year
renewal period, which expires in 2016. Under this agreement, rental expense was $0.5 million, $0.5 million and $0.5 million, in
fiscal years 2015, 2014 and 2013, respectively. Rent due during the remaining term of the lease is approximately $0.4 million
(included in the preceding table).
Note L -- Credit Concentration
Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not
required. The Company's customers operate in the new home construction and home remodeling markets.
The Company maintains an allowance for bad debt based upon management's evaluation and judgment of potential net loss. The
allowance is estimated based upon historical experience, the effects of current developments and economic conditions and of each
customer’s current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any
resulting adjustments to the allowance are reflected in current operating results.
At April 30, 2015, the Company's two largest customers, Customers A and B, represented 14.4% and 21.9% of the Company's
gross customer receivables, respectively. At April 30, 2014, Customers A and B represented 21.0% and 21.4% of the Company’s
gross customer receivables, respectively.
35
The following table summarizes the percentage of sales to the Company's two largest customers for the last three fiscal years:
Customer A
Customer B
Note M -- Fair Value Measurements
PERCENT OF ANNUAL GROSS SALES
2015
26.5%
18.6%
2014
28.6%
20.6%
2013
35.7%
22.8%
The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the
following definitions:
Level 1 – Investments with quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents are
invested in money market funds, mutual funds and certificates of deposit. The Company’s mutual fund investment assets represent
contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement
plan.
Level 2 – Investments with observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities. The Company has no Level 2 assets or liabilities.
Level 3 – Investments with unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities. The Company has no Level 3 assets or liabilities.
The following table summarizes the fair value of assets that are recorded in the Company’s consolidated financial statements as
of April 30, 2015 and 2014 at fair value on a recurring basis:
(in thousands)
ASSETS:
Money market funds
Mutual funds
Certificates of deposit
Total assets at fair value
(in thousands)
ASSETS:
Money market funds
Mutual funds
Total assets at fair value
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2015
LEVEL 1
LEVEL 2
LEVEL 3
$
$
$
$
30,480
$
1,048
38,000
69,528
$
— $
—
—
— $
FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2014
LEVEL 1
LEVEL 2
LEVEL 3
38,877
1,204
40,081
$
$
— $
—
— $
—
—
—
—
—
—
—
The fair value measurement of assets held by the Company’s defined benefit pension plans is discussed in Note H.
Note N -- Restructuring Charges
In the third quarter of fiscal 2012, the Company announced a restructuring initiative (“2012 Restructuring Plan”) that committed
to the closing of two of the Company’s manufacturing plants located in Hardy County, West Virginia and Hazard, Kentucky,
offering its previously idled plant in Tahlequah, Oklahoma for sale, and realigning its retirement program, including freezing the
Company’s defined benefit pension plans. Operations ceased at the Hazard plant in April 2012 and at the Hardy County plant in
May 2012. The 2012 Restructuring Plan was adopted to reduce costs and increase the Company’s capacity utilization rates.
36
During fiscal years 2015, 2014 and 2013, the Company recognized total pre-tax restructuring charges for the 2012 Restructuring
Plan of $(0.2) million, $(0.2) million and $1.4 million, respectively. The Company recognized recurring operating costs for the
facilities closed as part of the 2012 Restructuring Plan of $0.1 million in fiscal 2015.
As of April 30, 2015, the Company had no remaining manufacturing plants classified as held for sale. During the fourth quarter
of fiscal 2015, the Company sold its closed plant located in Hardy County, West Virginia and recognized a gain of $0.3 million
on the sale. During the fourth quarter of fiscal 2014, the Company sold its closed plant located in Hazard, Kentucky and recognized
a gain of $0.3 million on the sale. The gains were included in restructuring charges on the Company’s statements of income.
Note O -- Quarterly Financial Data (Unaudited)
FISCAL 2015
(in thousands, except per share amounts)
Net sales
Gross profit
Income before income taxes
Net income
Earnings per share
Basic
Diluted
FISCAL 2014
(in thousands, except per share amounts)
Net sales
Gross profit
Income before income taxes
Net income
Earnings per share
Basic
Diluted
07/31/14
10/31/2014
01/31/15
04/30/15
$ 211,917
$ 217,693
$ 188,963
$ 206,892
37,114
13,054
9,238
36,981
12,322
7,671
35,117
10,976
7,282
43,320
18,035
11,308
$
$
0.59
0.59
$
$
0.49
0.48
$
$
0.46
0.45
$
$
0.71
0.69
07/31/13
10/31/2013
01/31/14
04/30/14
$ 178,095
$ 190,532
$ 169,033
$ 188,855
33,715
10,682
6,655
32,274
8,631
5,271
26,001
4,953
2,901
32,187
9,404
5,634
$
$
0.45
0.43
$
$
0.35
0.34
$
$
0.19
0.18
$
$
0.36
0.36
37
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of American Woodmark Corporation:
We have audited the accompanying consolidated balance sheets of American Woodmark Corporation and subsidiary
(the Company), as of April 30, 2015 and 2014, and the related consolidated statements of income, comprehensive income,
shareholders’ equity, and cash flows for each of the years in the
period ended April 30, 2015. These consolidated
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position
of American Woodmark Corporation and subsidiary as of April 30, 2015 and 2014, and the results of their operations and their
cash flows for each of the years in the three year period ended April 30, 2015, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of April 30, 2015, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated June 30, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
/s/ KPMG LLP
Richmond, Virginia
June 30, 2015
38
Management's Annual Report on Internal Control over Financial Reporting
Management has responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting
principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2015. In
making its assessment, Management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Management concluded that based on its
assessment, American Woodmark Corporation’s internal control over financial reporting was effective as of April 30, 2015. The
Company’s internal control over financial reporting as of April 30, 2015, has been audited by KPMG LLP, an independent registered
public accounting firm, as stated in their report, which appears in this Annual Report on Form 10-K.
/s/ KENT B. GUICHARD
Kent B. Guichard
Chairman and Chief Executive Officer
/s/ M. SCOTT CULBRETH
M. Scott Culbreth
Senior Vice President and Chief Financial Officer
39
Report of Independent Registered Public Accounting Firm –
Internal Control over Financial Reporting
The Board of Directors and Shareholders of American Woodmark Corporation:
We have audited American Woodmark Corporation’s internal control over financial reporting as of April 30, 2015, based on criteria
established in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, American Woodmark Corporation maintained, in all material respects, effective internal control over financial
reporting as of April 30, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of American Woodmark Corporation and subsidiary as of April 30, 2015 and 2014, and the related
consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-
year period ended April 30, 2015 and our report dated June 30, 2015 expressed an unqualified opinion on those consolidated
financial statements.
/s/ KPMG LLP
Richmond, Virginia
June 30, 2015
40
Item 9.
FINANCIAL DISCLOSURE
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
None.
Item 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Senior Management, including the Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of April
30, 2015. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures are effective.
Management’s Annual Report on Internal Control over Financial Reporting. Management has conducted an assessment of the
Company’s internal control over financial reporting as of April 30, 2015. Management’s report regarding that assessment is
included with the Consolidated Financial Statements included in this report under Item 8, “Financial Statements and Supplementary
Data,” and is incorporated in this Item by reference.
Report of Registered Public Accounting Firm. The Company’s independent registered public accounting firm, KPMG LLP, audited
the Consolidated Financial Statements included in this report and has issued an audit report on the effectiveness of the Company’s
internal control over financial reporting. KPMG’s report is included with the Consolidated Financial Statements included in this
report under Item 8, “Financial Statements and Supplementary Data,” and is incorporated in this Item by reference.
Changes in Internal Control over Financial Reporting. There has been no change in the Company’s internal control over financial
reporting during the fiscal quarter ended April 30, 2015, 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, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K:
(1) the information concerning the Company’s directors is set forth under the caption “Information Regarding Nominees” in the
Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on August 26, 2015 (“Proxy Statement”) and is
incorporated in this Item by reference;
(2) the information concerning the Company’s executive officers is set forth under the caption “Executive Officers of the
Registrant” in Part I of this report and is incorporated in this Item by reference;
(3) the information concerning compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a)
Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated in this Item by reference;
(4) the information concerning the Code of Business Conduct and Ethics governing the Company’s Chief Executive Officer,
Chief Financial Officer, Controller, and Treasurer is set forth under the caption “Corporate Governance – Codes of Business
Conduct and Ethics” in the Proxy Statement and is incorporated in this Item by reference;
(5) the information concerning material changes, if any, in the procedures by which security holders may recommend nominees
to the Company’s Board of Directors is set forth under the caption “Corporate Governance – Procedures for Shareholder
Nominations of Directors” in the Proxy Statement and is incorporated in this Item by reference; and
(6) the information concerning the Audit Committee of the Company’s Board of Directors, including the members of the Audit
Committee and the Board’s determination concerning whether certain members of the Audit Committee are “audit committee
financial experts” as that term is defined under Item 407(d)(5) of Regulation S-K is set forth under the captions “Corporate
Governance – Board of Directors and Committees” and “Audit Committee” in the Proxy Statement and is incorporated in this
Item by reference.
41
Item 11.
EXECUTIVE COMPENSATION
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the captions
“Executive Compensation,” “Report of the Compensation Committee” and "Non-Management Directors' Compensation" in the
Proxy Statement is incorporated in this Item by reference.
Item 12.
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the caption
“Security Ownership” in the Proxy Statement is incorporated in this Item by reference.
Equity Compensation Plans
The following table summarizes information about the Company’s equity compensation plans as of April 30, 2015:
Equity Compensation Plan Information
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding options,
warrants and rights
Equity compensation plans approved by
security holders(1)
—
(a)
(b)
—
Options
Performance-based restricted stock units
Service-based restricted stock units
Equity compensation plans not
approved by security holders(3)
Total
398,075
$
28.46
210,944
103,850
N/A (2)
N/A (2)
—
—
712,869
$
28.46
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
921,026
—
921,026
(1) At April 30, 2015, the Company had stock option and restricted stock unit awards outstanding under three different plans: Amended and
Restated 2004 Stock Incentive Plan for Employees, 2006 Non-Employee Directors Equity Ownership Plan and 2011 Non-Employee Directors
Equity Ownership Plan.
(2) Excludes exercise price for restricted stock units issued under the Amended and Restated 2004 Stock Incentive Plan for Employees, 2006 Non-
Employee Directors Equity Ownership Plan and 2011 Non-Employee Directors Equity Ownership Plan because they are converted into common
stock on a one-for-one basis at no additional cost.
(3) The Company does not have equity compensation plans that have not been approved by the Company's security holders.
Item 13.
INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the captions
“Certain Related Party Transactions,” “Audit Committee” and “Corporate Governance – Director Independence” in the Proxy
Statement and is incorporated in this Item by reference.
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information concerning fees and
services of the Company’s principal accounting firms is set forth under the captions “Independent Auditor Fee Information” and
“Pre-Approval Policies and Procedures” in the Proxy Statement and is incorporated in this Item by reference.
42
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)1.
Financial Statements
PART IV
The following consolidated financial statements of American Woodmark Corporation are incorporated
by reference to Item 8 of this report:
Consolidated Balance Sheets as of April 30, 2015 and 2014.
Consolidated Statements of Income – for each year of the three-year period ended April 30, 2015.
Consolidated Statements of Comprehensive Income – for each year of the three-year period ended
April 30, 2015.
Consolidated Statements of Shareholders’ Equity – for each year of the three-year period ended April
30, 2015.
Consolidated Statements of Cash Flows – for each year of the three-year period ended April 30, 2015.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
Management’s Annual Report on Internal Control over Financial Reporting.
Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting.
(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,
2015.
Schedules other than the one listed above are omitted either because they are not required or are
inapplicable.
(a)3.
Exhibits
3.1 (a)
3.1 (b)
3.2 (a)
3.2 (b)
4.1
4.2
10.1 (a)
10.1 (b)
Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the
Registrant's Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference
to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
Bylaws - as amended and restated November 19, 2014 (incorporated by reference to Exhibit 3.1 to the Registrant’s
Form 8-K as filed on November 21, 2014; Commission File No. 000-14798).
Amendment to Bylaws - effective as of December 31, 2014 (incorporated by reference to Exhibit 3.2 to the
Registrant's Form 8-K as filed on November 21, 2014; Commission File No. 000-14798).
The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to
Exhibits 3.1 and 3.2).
Amended and Restated Stockholders' Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's
Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245).
Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant's
long-term debt securities, where the long-term debt securities authorized under each such instrument do not
exceed 10% of the Registrant's total assets, have been omitted and will be furnished to the Securities and Exchange
Commission upon request.
Credit Agreement, dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A.
(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2009;
Commission File No. 000-14798).
Revolving Line of Credit Note, dated as of December 2, 2009, made by the Company in favor of Wells Fargo
Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended
October 31, 2009; Commission File No. 000-14798).
43
10.1 (c)
10.1 (d)
10.1 (e)
10.1 (f)
10.1 (g)
10.1 (h)
10.1 (i)
10.1 (j)
10.1 (k)
10.1 (l)
10.6 (a)(i)
10.6 (a)(ii)
10.6 (b)
10.7 (a)
10.7 (b)
10.7 (c)
10.7 (d)
10.8 (a)
Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of January 3, 2012, made by the
Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form
10-Q for the quarter ended January 31, 2012; Commission File No. 000-14798).
Second Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of May 29, 2012, between
the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(e) of the Registrant’s Form
10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798 ).
Third Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of March 18, 2013, between
the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form
8-K as filed on March 19, 2013; Commission File No. 000-14798).
Security Agreement (Financial Assets), dated as of April 26, 2012, between the Company and Wells Fargo Bank,
N.A. (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended July 31,
2012; Commission File No. 000-14798).
Addendum to Security Agreement (Financial Assets), effective as of April 26, 2012, made by the Company in
favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(i) of the Registrant’s Form 10-K for
the fiscal year ended April 30, 2012; Commission File No. 000-14798).
Security Agreement, dated as of May 29, 2012, made by the Company in favor of Wells Fargo Bank, N.A.
(incorporated by reference to Exhibit 10.1(j) of the Registrant’s Form 10-K for the fiscal year ended April 30,
2012; Commission File No. 000-14798).
Fifth Amendment to Revolving Line of Credit Note and Fourth Amendment to Credit Agreement, dated as of
September 26, 2014, effective as of September 1, 2014, between the Company and Wells Fargo Bank, N.A.
(incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K as filed on September 30, 2014;
Commission File No. 000-14798).
Loan Agreement, dated as of February 9, 2005, by and between the Company and the Maryland Economic
Development Corporation (incorporated by reference to Exhibit 10.1(n) to the Registrant’s Form 10-K for the
fiscal year ended April 30, 2005; Commission File No. 000-14798).
First Amendment to Loan Agreement, dated as of April 4, 2008, by and between the Company and Maryland
Economic Development Corporation (incorporated by reference to Exhibit 10.1(d) to the Registrant’s Form 10-
K for the fiscal year ended April 30, 2008; Commission File No. 000-14798).
Second Amendment to Loan Agreement, dated as of April 23, 2013, by and between the Company and Maryland
Economic Development Corporation (Filed Herewith).
Lease and Agreement, dated as of November 1, 1984, between the Company and Amwood Associates
(incorporated by reference to Exhibit 10.6(a) to the Registrant’s Form S-1 for the fiscal year ended April 30,
1986; Commission File No. 33-6245).
Fourth Amendment to Lease and Agreement, dated as of April 1, 2011, between the Company and Amwood
Associates (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-K for the fiscal year ended
April 30, 2012; Commission File No. 000-14798).
Lease, dated as of 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 for
the fiscal year ended April 30, 2001; Commission File No. 000-14798).
Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Appendix
A to the Registrant’s DEF-14A as filed on June 28, 2013; Commission File No. 000-14798).*
2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the
Registrant's DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).*
Amendment to 2006 Non-Employee Directors Equity Ownership Plan, dated as of August 27, 2009 (incorporated
by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission
File No. 000-14798).*
2011 Non-Empoyee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the
Registrant's DEF-14A as filed on June 30, 2011; Commission File No. 000-14798).*
Form of Grant Letter used in connection with awards of stock options granted under the Company’s Second
Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.5 to
the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
44
10.8 (b)
10.8 (c)
10.8 (d)
10.8 (e)
10.8 (f)
10.8 (g)
10.8 (h)
10.8(i)
10.8(j)
10.10 (a)
10.10 (b)
10.10 (c)
10.10 (d)
21
23.1
31.1
31.2
32.1
101
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the
Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference
to Exhibit 10.6 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under
the Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by
reference to Exhibit 10.7 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the
Company’s 2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1
to the Registrant’s Form 10-Q for the quarter ended October 31, 2010; Commission File No. 000-14798).*
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the
Company’s 2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1
to the Registrant’s Form 10-Q for the quarter ended October 31, 2011; Commission File No. 000-14798).*
Employment Agreement for Mr. Kent B. Guichard (incorporated by reference to Exhibit 10.1 to the Registrant’s
Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
Employment Agreement for Mr. S. Cary Dunston (incorporated by reference to Exhibit 10.3 to the Registrant’s
Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
Employment Agreement for Mr. Bradley S. Boyer (incorporated by reference to Exhibit 10.4 to the Registrant’s
Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
Employment Agreement for Mr. M. Scott Culbreth (incorporated by reference to Exhibit 10.1 to the Registrant’s
Form 8-K as filed on August 27, 2014; Commission File No. 000-14798).*
Employment Agreement for Mr. R. Perry Campbell (incorporated by reference to Exhibit 10.2 to the Registrant’s
Form 8-K as filed on August 27, 2014; Commission File No. 000-14798).*
Promissory Note, dated July 30, 1998, made by the Company in favor of Amende Cabinet Corporation, a wholly
owned subsidiary of the Company (incorporated by reference to Exhibit 10.10(f) to the Registrant’s Form 10-
K for the fiscal year ended April 30, 1999; Commission File No. 000-14798).
Loan Agreement, dated as of December 31, 2001, between the Company and Amende Cabinet Corporation, a
wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.8(k) to the Registrant’s Form
10-K for the fiscal year ended April 30, 2002; Commission File No. 000-14798).
Equipment Lease, dated as of June 30, 2004, between the Company and the West Virginia Economic Development
Authority (incorporated by reference to Exhibit 10.1(l) to the Registrant's Form 10-Q for the quarter ended July
31, 2004; Commission File No. 000-14798).
West Virginia Facility Lease, dated as of July 30, 2004, between the Company and the West Virginia Economic
Development Authority (incorporated by reference to Exhibit 10.1(m) to the Registrant’s Form 10-Q for the
quarter ended July 31, 2004; Commission File No. 000-14798).
Subsidiary of the Company (Filed Herewith).
Consent of KPMG LLP, Independent Registered Public Accounting Firm (Filed Herewith).
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
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).
Interactive Data File for the Registrant’s Annual Report on Form 10-K for the year ended April 30, 2015
formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii)
Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss); (iv)
Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes
to Consolidated Financial Statements (Filed Herewith).
*Management contract or compensatory plan or arrangement.
45
Schedule II - Valuation and Qualifying Accounts
AMERICAN WOODMARK CORPORATION
(In Thousands)
Description (a)
Year ended April 30, 2015:
Allowance for doubtful accounts
Reserve for cash discounts
Reserve for sales returns and allowances
Year ended April 30, 2014:
Allowance for doubtful accounts
Reserve for cash discounts
Reserve for sales returns and allowances
Year ended April 30, 2013:
Allowance for doubtful accounts
Reserve for cash discounts
Reserve for sales returns and allowances
$
$
$
$
$
$
$
$
$
Balance at
Beginning of
Year
Additions
(Reductions)
Charged to
Cost and
Expenses
Other
Deductions
Balance at
End of
Year
102
727
$
$
184
$ — $
(113) (b) $
173
8,859 (c) $ — $
(8,840) (d) $
746
1,639
$
7,326 (c) $ — $
(7,371)
$
1,594
148
669
$
$
31
$ — $
(77) (b) $
102
8,529 (c) $ — $
(8,471) (d) $
727
1,536
$
7,245 (c) $ — $
(7,142)
$
1,639
93
645
$
$
92
$ — $
(37) (b) $
148
8,174 (c) $ — $
(8,150) (d) $
669
1,301
$
7,496 (c) $ — $
(7,261)
$
1,536
(a)
(b)
(c)
(d)
All reserves relate to accounts receivable.
Principally write-offs, net of collections.
Reduction of gross sales.
Cash discounts granted.
46
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.
SIGNATURES
June 30, 2015
American Woodmark Corporation
(Registrant)
/s/ KENT B. GUICHARD
Kent B. Guichard
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.
June 30, 2015
June 30, 2015
June 30, 2015
June 30, 2015
/s/ KENT B. GUICHARD
Kent B. Guichard
Chairman and Chief Executive
Officer
(Principal Executive Officer)
Director
/s/ M. SCOTT CULBRETH
M. Scott Culbreth
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ WILLIAM F. BRANDT, JR.
William F. Brandt, Jr.
Director
/s/ DANIEL T. HENDRIX
Daniel T. Hendrix
Director
June 30, 2015
/s/ VANCE W. TANG
Vance W. Tang
Director
June 30, 2015
/s/ JAMES G. DAVIS, JR.
James G. Davis, Jr.
Director
June 30, 2015
June 30, 2015
/s/ MARTHA M. DALLY
Martha M. Dally
Director
/s/ S. CARY DUNSTON
S. Cary Dunston
President and Chief Operating
Officer
Director
/s/ ANDREW B. COGAN
Andrew B. Cogan
Director
June 30, 2015
/s/ CAROL B. MOERDYK
Carol B. Moerdyk
Director
June 30, 2015
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 $0.10 per page to:
Mr. Glenn Eanes
Vice President & Treasurer
American Woodmark Corporation
P.O. Box 1980
Winchester, Virginia 22604-8090
47
DIRECTORS AND EXECUTIVE OFFICERS
CORPORATE INFORMATION
Bradley S. Boyer
Senior Vice President, Remodeling Sales and Marketing
William F. Brandt, Jr.
Director
Former Chairman and Chief Executive Officer
R. Perry Cambell
Senior Vice President and General Manager, New Construction
Andrew B. Cogan
Director
Chair of the Audit Committee
Chief Executive Officer of Knoll, Inc.
M. Scott Culbreth
Senior Vice President and Chief Financial Officer
Corporate Secretary
Martha M. Dally
Director
Member of the Compensation Committee and Member of the Governance Committee
Retired Vice President Customer Development of Sara Lee Corporation
James G. Davis, Jr.
Director
Chair of the Governance Committee and Member of the Audit Committee
President and Chief Executive Officer of James G. Davis Construction Corporation
S. Cary Dunston
Director
President and Chief Operating Officer
Kent B. Guichard
Director
Chairman and Chief Executive Officer
Daniel T. Hendrix
Director
Member of the Compensation Committee
Chairman and Chief Executive Officer of Interface, Inc.
Carol B. Moerdyk
Director
Member of the Audit Committee and Member of the Governance Committee
Retired Senior Vice President, International, OfficeMax Incorporated
Vance W. Tang
Director
Chair of the Compensation Committee
Retired President and Chief Executive Officer of KONE Inc.
ANNUAL MEETING
The Annual Meeting of Shareholders of
American Woodmark Corporation will be held
on Wednesday, August 26, 2015, at 9:00 a.m.
at the Holiday Inn, 333 Front Royal Pike in
Winchester, Virginia.
ANNUAL REPORT ON FORM 10-K
A copy of the Company’s Annual Report
on Form 10-K for the fiscal year ended
April 30, 2015, may be obtained free
of charge on the Company’s web site
at www.americanwoodmark.com or by writing:
Glenn Eanes
Vice President & Treasurer
American Woodmark Corporation
PO Box 1980
Winchester, VA 22604-8090
CORPORATE HEADQUARTERS
American Woodmark Corporation
3102 Shawnee Drive
Winchester, VA 22601-4208
(540) 665-9100
MAILING ADDRESS
PO Box 1980
Winchester, VA 22604-8090
TRANSFER AGENT
Computershare Shareholder Services
Investor Relations
(800) 942-5909
SHAREHOLDER INQUIRES
Investor Relations
American Woodmark Corporation
3102 Shawnee Drive
Winchester, VA 22601-4208
(540) 665-9100
www.americanwoodmark.com
American Woodmark® is a trademark of American Woodmark Corporation.®
Printed in U.S.A. © 2015 American Woodmark Corporation®
Printed on recycled paper
AMERICAN WOODMARK
C O R P O R A T I O N
TM
3102 Shawnee Drive
Winchester, Virginia 22601-4208
(540) 665-9100
Fax (540) 665-9176
www.americanwoodmark.com
American
Woodmark
®
2015
A n n u a l R e p o r t