Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS

AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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

For the fiscal year ended December 31, 2009

OR

 

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

For the transition period from              to             

Commission File Number 000-14798

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 

 

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

American Woodmark Corporation

3102 Shawnee Drive

Winchester, VA 22601

 

 

 


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Table of Contents

 

     Page

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

  

Statements of Net Assets Available for Benefits – December 31, 2009 and 2008

   2

Statements of Changes in Net Assets Available for Benefits – Years ended December  31, 2009 and 2008

   3

Notes to Financial Statements

   4

Supplemental Schedule:

  

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) – December  31, 2009

   11

Signatures

   12


Table of Contents

Report of Independent Registered Public Accounting Firm

Investment Savings Stock Ownership Plan Committee

American Woodmark Corporation:

We have audited the accompanying statements of net assets available for benefits of the American Woodmark Corporation Investment Savings Stock Ownership Plan (the Plan) as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these 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 audits 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audit of the Plan’s financial statements as of and for the year ended December 31, 2009 was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) at December 31, 2009 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements as of and for the year ended December 31, 2009 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Richmond, Virginia

June 3, 2010

 

1


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Statements of Net Assets Available for Benefits

December 31, 2009 and 2008

 

     2009    2008

ASSETS

     

Investments at fair value (notes 3, 4, 5 and 7):

     

Interest-bearing cash

   $ 270,836    $ 12,032

Mutual funds

     41,701,650      34,691,439

American Woodmark Corporation Stock Fund:

     

Interest-bearing cash

     298,765      303,906

Common stock – American Woodmark Corporation

     16,924,545      18,227,813
             

Total investments, at fair value

     59,195,796      53,235,190
             

Participant loans

     2,197,718      2,498,136
             

Total investments

     61,393,514      55,733,326
             

Receivables:

     

Employer’s contributions

     325,303      341,280

Participants’ contributions

     7,642      134,734

Interest receivable

     22,819      41,324

Due from broker

     —        4,755
             

Total receivables

     355,764      522,093
             

Total assets

     61,749,278      56,255,419
             

LIABILITY

     

Excess contributions payable

     82,939      91,687
             

Total liability

     82,939      91,687
             

Net assets available for benefits (note 6)

   $ 61,666,339    $ 56,163,732
             

See accompanying notes to financial statements.

 

2


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2009 and 2008

 

     2009     2008  

ADDITIONS (REDUCTIONS) TO NET ASSETS ATTRIBUTED TO

    

Investment income (notes 3, 4, 5 and 7):

    

Net appreciation (depreciation) in fair value of investments

   $ 9,895,564      $ (16,457,558

Interest and dividends

     1,075,222        1,254,173   

Interest on participant loans

     176,775        228,638   
                

Total investment income (loss)

     11,147,561        (14,974,747
                

CONTRIBUTIONS

    

Participants’ contributions

     4,162,830        4,864,565   

Rollovers

     203,695        228,349   

Employer’s contributions

     1,287,534        1,351,848   
                

Total contributions

     5,654,059        6,444,762   
                

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO

    

Benefits paid to participants

     (11,132,439     (8,301,288

Administrative expenses

     (166,574     (222,173
                

Total deductions

     (11,299,013     (8,523,461
                

Net increase (decrease) in net assets available for benefits

     5,502,607        (17,053,446

Net assets available for benefits at beginning of year

     56,163,732        73,217,178   
                

Net assets available for benefits at end of year

   $ 61,666,339      $ 56,163,732   
                

See accompanying notes to financial statements.

 

3


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements

December 31, 2009 and 2008

(1) Description of the Plan

The following description of the American Woodmark Corporation Investment Savings Stock Ownership Plan (the Plan) provides only general information. A complete description of the Plan provisions, including those relating to participation, vesting and benefits, is contained in the Plan document. Copies of this document are available from the American Woodmark Corporation Treasury Department.

(a) General

The Plan is a defined contribution plan that covers all hourly and salaried employees of American Woodmark Corporation (the Corporation) upon meeting certain eligibility requirements. Eligible participants include all employees participating in the Plan prior to January 1, 2002, and employees who after December 31, 2001 have reached the age of 18 and are employed at the end of six consecutive months. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

(b) Contributions

The Plan allows participants to contribute up to 50% of their annual compensation, excluding bonuses and other forms of extraordinary remuneration not generally received by the participants as a class. The statutory maximum amount of contributions allowed was $16,500 and $15,500, respectively, for the years ended December 31, 2009 and 2008. Participants who are 50 years or older on the last day of the Plan year are eligible to contribute an additional catch-up contribution up to the limit imposed by law. The catch-up limit for 2009 and 2008 was $5,500 and $5,000, respectively. Participants may elect to invest their contributions in the available investment options as authorized by the Plan committee. The accounts of participants who do not make an investment election are automatically invested in mixed equity funds.

The Corporation makes matching contributions equal to 50% of each participant’s salary reduction contribution up to the first 4% of the participant’s annual compensation. All contributions by the Corporation are made in the Corporation’s common stock.

Each year, the Corporation also makes incentive contributions to each participant in the Plan equal to 3% of the Corporation’s quarterly net earnings divided by the number of eligible Plan participants. These contributions may be made in the form of the Corporation’s common stock or cash. Incentive contributions made in 2009 and 2008 of $697 and $5,740, respectively, were made in the Corporation’s common stock and cash. Additional incentive contributions may be made at the option of the Corporation’s board of directors, however none were made in 2009 or 2008.

(c) Participant Accounts

Each participant’s account is credited with the participant’s contributions and the related matching contribution, an allocation of the Corporation’s incentive contributions and Plan earnings. Allocations of income (losses) attributable to investment funds are made proportionately based upon account balances to each participant’s account. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Corporation contributions.

 

4


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements—(Continued)

December 31, 2009 and 2008

 

(d) Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Participants vest at 25% per year in the Corporation’s contribution portion of their account plus actual earnings thereon beginning at the conclusion of their second year of service. A participant is 100% vested after five years of service. Each participant will always have a fully vested interest in their prior plan account and any rollover accounts.

(e) Loans

Participants are allowed to take out loans from their vested balances. The minimum loan amount is $1,000 and only one loan can be outstanding at any time. The maximum loan amount is equal to the lesser of 50% of the participant’s vested account or $50,000 in accordance with the Department of Labor’s regulations. Loan payments are made through payroll deductions with interest based on the prime interest rate as listed in the Wall Street Journal on the first day of the calendar quarter in which the loan is made plus 2%. Loans must be repaid over a period not to exceed five years.

(f) Payment of Benefits

Upon termination of service a participant may receive a lump-sum amount equal to the vested balance of their account or leave the vested balance in the Plan up to the Plan year in which the participant reaches age 65.

(g) Plan Termination

Although it has not expressed any intent to do so, the Corporation has the right under the Plan to amend, modify, suspend, or terminate the Plan. In the event of termination of the Plan, participants would become fully vested in their account balances.

Recent economic conditions have resulted in the closure of two of the Company’s manufacturing facilities and the suspension of one manufacturing facility. In light of these conditions, during plan years 2008 and 2009, the Company has laid off a number of employees that participate in the Plan and has determined that a partial plan termination has occurred. Per IRS and ERISA guidelines, those participants who were terminated as a result of the layoffs and had nonvested account balances became fully vested in the employer contributions as of the effective date of the termination.

(h) Investment Options

Participants in the Plan may direct their individual contributions into any of the investment options offered by the Plan. The Plan provides that the Corporation’s matching and profit sharing contributions are automatically invested in the Corporation’s common stock which is held by the American Woodmark Corporation Stock Fund (the Stock Fund). The Plan allows participants to diversify their matching and profit sharing contributions out of the Stock Fund. Beginning in 2007, participants with at least 3 years of service can diversify up to 33% in 2007, 66% in 2008 and 100% in 2009. Effective March 2007, the Plan Committee removed the service criteria.

 

5


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements—(Continued)

December 31, 2009 and 2008

 

(i) Administrative Expenses

The Corporation pays for all recordkeeping services, trustee and custodial fees for the Corporation’s common stock, and the trustee fee for preparing loan or distribution checks. All other expenses are paid by the Plan.

(2) Summary of Significant Accounting Policies

(a) Basis of Accounting

The accompanying financial statements of the Plan are prepared on the accrual basis of accounting.

(b) Investment Valuation and Income Recognition

Investments are stated at fair value. The fair value of mutual funds is based on quoted market prices on the last business day of the plan year. The fair value of the Corporation’s common stock is based on the closing price on the last business day of the Plan year. Interest-bearing cash balances are valued based on redemption values on the last business day of the Plan year.

The Stock Fund consists of the Plan’s investment in the Corporation’s common stock and interest-bearing cash.

In accordance with the Plan’s policy of stating investments at fair value, the amount reflected as the net appreciation (depreciation) in fair value of investments represents the change in fair value as compared to cost and realized gains and losses, with cost determined using the average cost method. Purchases and sales of securities are recorded on the trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

The Plan’s investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. In addition, due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

(c) Participant Loans

Participant loans are carried at their unpaid principal balance.

(d) Benefit Payments

Benefit payments are recorded upon distribution.

(e) Use of Estimates

The preparation of the Plan’s 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 financial Statements, as well as the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

 

6


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements—(Continued)

December 31, 2009 and 2008

 

(f) Adoption of New Accounting Standards

In June 2009, the Company adopted Accounting Standards Codification (“ASC”), Generally Accepted Accounting Principles (“ASC 105”). ASC 105 defines the new hierarchy for U.S. GAAP and supersedes all accounting standards in U.S. GAAP, aside from those issued by the SEC. The Codification is effective for financial statements issued for reporting periods after September 15, 2009.

In September 2009, the Financial Accounting Standard Board (FASB) issued the Accounting Standards Update (ASU) No. 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. The ASU No. 2009-12 permits the use of net asset value per share, without further adjustment, to estimate the fair value of investments in investment companies that do not have readily determinable fair values as defined by FASB. The accounting guidance in ASU 2009-12 is effective for periods ending after December 15, 2009, and early adoption is permitted. The Corporation adopted these amendments effective January 1, 2009. The adoption did not have an impact on the Plan’s financial statements.

(3) Fair Value Measurements

The Plan classifies its investments carried at fair value in a three-level valuation hierarchy for fair value measurement. These levels are described below:

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable and significant to their fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are as follows:

 

     Fair Value Measurements as of December 31, 2009
     Level 1    Level 2    Level 3    Total

Interest-bearing cash

   $ 569,601      —        —      $ 569,601

Mutual funds

     41,701,650      —        —        41,701,650

American Woodmark Corporation common stock

     16,924,545      —        —        16,924,545
                           

Total assets at fair value

   $ 59,195,796    $ —      $ —      $ 59,195,796
                           

 

7


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements—(Continued)

December 31, 2009 and 2008

 

     Fair Value Measurements as of December 31, 2008
     Level 1    Level 2    Level 3    Total

Interest-bearing cash

   $ 315,938      —        —      $ 315,938

Mutual funds

     34,691,439      —        —        34,691,439

American Woodmark Corporation common stock

     18,227,813      —        —        18,227,813
                           

Total assets at fair value

   $ 53,235,190    $ —      $ —      $ 53,235,190
                           

(4) Investments

Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:

 

     December 31,
     2009    2008

Fair value determined by quoted market price:

     

American Woodmark Corporation common stock

   $ 16,924,545    $ 18,227,813

Consulting Group Large Cap Value Equity Fund

     5,933,821      5,308,966

Consulting Group Large Cap Growth Fund

     6,153,838      4,811,237

Consulting Group Small Cap Growth Fund

     3,558,268      2,705,932

Consulting Group International Equity Fund

     3,386,769      2,517,057

Consulting Group Core Fixed Income Investments Fund

     5,273,265      5,083,129

Consulting Group Government Money Market Fund

     3,496,527      4,158,875

During the years ended December 31, 2009 and 2008, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value by $9,895,564 and ($16,457,558) respectively, as follows:

 

     December 31,  
     2009    2008  

Fair value determined by quoted market price:

     

American Woodmark Corporation common stock

   $ 2,183,705    $ (1,127,270

Mutual funds

     7,711,859      (15,330,288
               
   $ 9,895,564    $ (16,457,558
               

 

8


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements—(Continued)

December 31, 2009 and 2008

 

(5) Nonparticipant-Directed Investments

Nonparticipant-directed investments are as follows:

 

     December 31,
     2009    2008

Investments at fair value:

     

American Woodmark Corporation common stock

   $ 0    $ 4,687,602
             

As discussed in note 1(h), the Plan changed the directed provisions related to the matching and profit sharing contributions in company stock. Beginning in 2009, all investments are participant directed. As well, it is impractical to specifically identify changes in the Stock Fund between nonparticipant-directed and participant directed (see note 1(h)), the Plan has reflected below the component of changes in assets related to nonparticipant and participant-directed investments in the Stock Fund.

 

     December 31,  
     2009     2008  

Changes in assets:

    

Employer contributions, net of forfeitures

   $ 1,287,534      $ 1,351,848   

Net appreciation (depreciation) in fair value

     2,183,705        (1,127,270

Dividends

     333,071        361,084   

Withdrawals and transfers by participants

     (5,112,719     (1,128,658
                
   $ (1,308,409   $ (542,996
                

At December 31, 2009 and 2008, the balance of forfeited nonvested accounts in nonparticipant-directed investments was $20,845 and $13,962, respectively. This balance will be used to reduce future employer contributions. In 2009 and 2008, employer contributions were reduced by $29,826 and $132,749, respectively, from forfeited nonvested accounts.

(6) Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

     December 31,  
     2009     2008  

Net assets available for benefits per the financial statements

   $ 61,666,339      $ 56,163,732   

Less amounts allocated to withdrawing participants

     (173,079     (113,913

Less benefit payments processed by recordkeeper but not paid by trustee

     (124,750     (5,623
                

Net assets available for benefits per the Form 5500

   $ 61,368,510      $ 56,044,196   
                

 

9


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

Notes to Financial Statements—(Continued)

December 31, 2009 and 2008

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2009 and 2008:

 

     December 31,  
     2009     2008  

Benefits paid to participant per the financial statements

   $ 11,132,439      $ 8,301,288   

Plus amounts allocated on Form 5500 to withdrawing participants at end of the year

     297,829        119,536   

Less amounts allocated on Form 5500 to withdrawing participants at beginning of the year

     (119,536     (928,329
                

Benefits paid to participants per the Form 5500

   $ 11,310,732      $ 7,492,495   
                

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment by the Corporation prior to December 31 but not yet paid as of that date.

(7) Related-Party Transactions

Certain plan assets are invested in common stock of the Corporation. Transactions involving these investments are considered to be party-in-interest transactions. During 2009 and 2008, the Plan received $333,071 and $361,084, respectively, in dividends from the Corporation.

Certain administrative services are provided by the Corporation without cost to the Plan; the remainder of the administrative expenses is paid by the Plan.

(8) Federal Income Taxes

The Plan adopted a prototype plan maintained by the Newport Group for which an opinion letter dated June 3, 2004 was received stating the prototype plan qualifies under the applicable provisions of the Internal Revenue Code (IRC). The Company has not requested a separate determination letter from the IRS, but rather is relying on the letter received by the Newport Group in accordance with Announcement 2001-77. The plan administrator believes the Plan is being operated in accordance with the prototype plan document and in compliance with the appropriate requirements of the Code. Therefore, the plan administrator believes that the Plan is qualified and the related trust is tax exempt.

 

10


Table of Contents

AMERICAN WOODMARK CORPORATION

INVESTMENT STOCK OWNERSHIP PLAN

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

December 31, 2009

 

Identity of issuer, borrower, lessor, or similar party

   Number of shares, principal
amounts, units or rate of

interest
    Current value

SEI Prime Obligation Cash Fund

   0.05   $ 569,601

Mutual funds:

    

Allianz CCM Mid Cap Fund

   11,770        233,743

Allianz NFJ Large Cap Value Fund

   29,536        374,217

Amcap Fund

   51,739        863,526

American Bond Fund of America

   68,778        811,585

American Europacific Growth Fund

   38,891        1,488,763

American Money Market

   1,006,306        1,006,306

American Mutual Fund

   39,477        914,277

American Small Cap World Fund

   29,564        939,841

Columbia Acorn Select Fund Z

   8,778        205,240

Columbia Mid Cap Value Fund

   27,301        302,490

Consulting Group Core Fixed Income Investments Fund

   639,184        5,273,265

Consulting Group Government Money Market

   3,496,527        3,496,527

Consulting Group International Equity Fund

   355,007        3,386,769

Consulting Group Large Cap Growth Fund

   486,854        6,153,838

Consulting Group Large Cap Value Equity Fund

   749,220        5,933,821

Consulting Group Small Cap Growth Fund

   238,011        3,558,268

Consulting Group Small Cap Value Fund

   74,683        713,226

Dreyfus Appreciation Fund

   11,074        371,215

Dreyfus Mid Cap Index Fund

   38,122        861,562

Franklin Dynatech Fund

   9,331        237,484

Franklin Equity Income Fund

   27,645        415,778

Franklin Growth Fund

   7,983        311,433

Franklin Small Cap Value Fund

   12,226        442,083

Franklin Templeton Growth Fund

   30,179        407,715

Franklin Total Return Fund

   35,403        340,225

Janus Growth & Income Fund

   20,992        597,236

Janus Research Core Fund

   22,556        436,910

Pimco Real Return Fund

   94,597        1,020,698

Templeton Foreign Smaller Companies Fund

   45,728        603,609
            

Total

   7,707,462        41,701,650

* American Woodmark Corporation Common Stock

   859,987        16,924,545

Participants loans

   (Rates of interest ranging

from 5.25% to 10.25%

 

    2,197,718

Total investments

     $ 61,393,514
        

 

* Party-in-interest.

See accompany report of independent registered public accounting firm.

 

11


Table of Contents

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the American Woodmark Corporation Investment Savings Stock Ownership Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN WOODMARK CORPORATION
  INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
Date: June 3, 2010   By:   /S/    GLENN E.EANES        
    Glenn E. Eanes
    Vice President and Treasurer
    Chairman of Pension Committee

 

12


Table of Contents

EXHIBIT INDEX

 

Exhibit

Number

  

Description

23.1    Consent of KPMG LLP (Filed herewith)

 

13