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[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 000-14798
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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American Woodmark Corporation
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Page
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements:
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Statements of Net Assets Available for Benefits – December 31, 2010 and 2009
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2
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Statements of Changes in Net Assets Available for Benefits – Years ended December 31, 2010 and 2009
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3
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Notes to Financial Statements
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4
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Supplemental Schedule:
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Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) – December 31, 2010
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11
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Signatures
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12
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AMERICAN WOODMARK CORPORATION
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INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
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Statements of Net Assets Available for Benefits
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December 31, 2010 and 2009
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2010
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2009
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ASSETS
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Investments at fair value (notes 3, 4, and 6):
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Money market fund
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$ | 140,555 | $ | 270,836 | ||||
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Mutual funds
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46,868,662 | 41,701,650 | ||||||
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American Woodmark Corporation Stock Fund:
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Money market fund
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325,554 | 298,765 | ||||||
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Common stock – American Woodmark Corporation
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20,946,265 | 16,924,545 | ||||||
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Total investments, at fair value
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68,281,036 | 59,195,796 | ||||||
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Receivables:
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Employer’s contributions
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286,318 | 325,303 | ||||||
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Participants’ contributions
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25,403 | 7,642 | ||||||
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Notes receivable from participants
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2,402,515 | 2,197,718 | ||||||
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Interest receivable
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7,497 | 22,819 | ||||||
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Total receivables
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2,721,733 | 2,553,482 | ||||||
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Total assets
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71,002,769 | 61,749,278 | ||||||
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LIABILITY
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Excess contributions payable
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96,984 | 82,939 | ||||||
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Total liability
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96,984 | 82,939 | ||||||
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Net assets available for benefits (note 5)
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$ | 70,905,785 | $ | 61,666,339 | ||||
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See accompanying notes to financial statements.
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AMERICAN WOODMARK CORPORATION
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INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
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Statements of Changes in Net Assets Available for Benefits
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Years ended December 31, 2010 and 2009
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2010
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2009
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ADDITIONS TO NET ASSETS ATTRIBUTED TO
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Investment income (notes 4 and 6):
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Net appreciation in fair value of investments
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$ | 9,247,028 | $ | 9,895,564 | ||||
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Interest and dividends
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1,165,782 | 1,075,222 | ||||||
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Interest on notes receivable from participants
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140,285 | 176,775 | ||||||
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Total investment income
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10,553,095 | 11,147,561 | ||||||
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CONTRIBUTIONS
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Participants’ contributions
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3,899,609 | 4,162,830 | ||||||
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Rollovers
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220,102 | 203,695 | ||||||
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Employer’s contributions
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1,142,515 | 1,287,534 | ||||||
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Total contributions
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5,262,226 | 5,654,059 | ||||||
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
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Benefits paid to participants (note 5)
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(6,381,773 | ) | (11,132,439 | ) | ||||
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Administrative expenses
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(194,102 | ) | (166,574 | ) | ||||
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Total deductions
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(6,575,875 | ) | (11,299,013 | ) | ||||
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Net increase in net assets available for benefits
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9,239,446 | 5,502,607 | ||||||
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Net assets available for benefits at beginning of year
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61,666,339 | 56,163,732 | ||||||
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Net assets available for benefits at end of year
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$ | 70,905,785 | $ | 61,666,339 | ||||
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See accompanying notes to financial statements.
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(1)
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Description of the Plan
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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.
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(a)
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General
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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.
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(b)
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Contributions
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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 for the years ended December 31, 2010 and 2009. 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 2010 and 2009 was $5,500. 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 the Franklin Templeton Growth fund.
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 2010 and 2009 of $0 and $697, 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 2010 or 2009.
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(c)
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Participant Accounts
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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. At December 31, 2010 and 2009, the balance of forfeited nonvested accounts was $8,076 and $20,845, respectively. In 2010 and 2009, employer contributions were reduced by $58,829 and $29,826, respectively, from forfeited nonvested accounts.
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(d)
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Vesting
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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.
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(e)
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Loans
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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.
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(f)
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Payment of Benefits
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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.
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(g)
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Plan Termination
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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.
Economic conditions resulted in the closure of two of the Company’s manufacturing facilities and the suspension of operations at one manufacturing facility in 2009. In light of those conditions, during plan year 2009, the Company laid off a number of employees that participated in the Plan and determined that a partial plan termination had 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 their terminations.
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(h)
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Investment Options
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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 at any time.
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(i)
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Administrative Expense
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The Corporation pays for all recordkeeping services net of revenue sharing from the participating mutual funds, 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.
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(2)
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Summary of Significant Accounting Policies
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(a)
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Basis of Accounting
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The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.
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(b)
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Investment Valuation and Income Recognition
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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. Money market fund 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 a money market fund.
In accordance with the Plan’s policy of stating investments at fair value, the amount reflected as the net appreciation 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, including 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.
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(c)
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Notes receivable from participants
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Notes receivable from participants (loans) are carried at their unpaid principal balance.
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(d)
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Benefit Payments
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Benefit payments are recorded upon distribution.
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(e)
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Use of Estimates
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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.
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(f)
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Recent Accounting Pronouncements
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In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, “Fair Value Measurements and Disclosures (ASC Topic 820) – Improving Disclosures About Fair Value Measurements.” ASU Topic 820 requires new disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques
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| used to measure fair value. The new disclosures and clarifications of existing disclosures are effective for reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, and issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. This standard is effective as of December 31, 2010 for Level 1 and Level 2 disclosures and as of December 31, 2011 for Level 3. Other than requiring additional disclosures, the adoption of this new guidance has not and will not have a material impact on the Plan’s financial statements.
In September 2010, the FASB issued ASU No. 2010-25, “Reporting Loans to Participants by Defined Contribution Pension Plans” (ASC 962). This ASU requires participant loans to be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. The guidance is effective for fiscal years ending after December 15, 2010 with early adoption permitted. The guidance should be applied retrospectively to all periods presented. The Plan adopted this guidance as of December 31, 2010 and reclassified participant loans from plan investments to a component of receivables for both periods presented in the Statements of Net Assets Available for Benefits. Other than the reclassification requirements, the adoption of this standard did not have a material impact on the Plan’s financial statements.
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(g)
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Reclassification
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Participant loans previously reported as a component of investments have been reclassified to a component of receivables in order to conform to the current year presentation.
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(3)
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Fair Value Measurements
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The Plan classifies its investments carried at fair value in a three-level valuation hierarchy for fair value measurement. These levels are described below:
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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 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.
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Financial assets and liabilities measured at fair value on a recurring basis are as follows:
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Fair Value Measurements as of December 31, 2010
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Level 1
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Level 2
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Level 3
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Total
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Money market fund
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$ | 466,109 | -- | -- | $ | 466,109 | ||||||||||
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Mutual funds:
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Money Market funds
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4,222,077 | -- | -- | 4,222,077 | ||||||||||||
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Intermediate Bond funds
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7,707,791 | -- | -- | 7,707,791 | ||||||||||||
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Balanced funds
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567,237 | -- | -- | 567,237 | ||||||||||||
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Large Value stock funds
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8,501,905 | -- | -- | 8,501,905 | ||||||||||||
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Large Cap Core stock funds
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871,155 | -- | -- | 871,155 | ||||||||||||
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Large Cap Growth stock funds
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9,360,987 | -- | -- | 9,360,987 | ||||||||||||
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Mid Cap Core stock funds
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1,252,620 | -- | -- | 1,252,620 | ||||||||||||
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Small/Mid Cap Value stock funds
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2,052,115 | -- | -- | 2,052,115 | ||||||||||||
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Small/Mid Cap Growth stock funds
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6,222,686 | -- | -- | 6,222,686 | ||||||||||||
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International stock funds
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6,110,089 | -- | -- | 6,110,089 | ||||||||||||
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Total mutual funds
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46,868,662 | -- | -- | 46,868,662 | ||||||||||||
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American Woodmark Corporation common stock
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20,946,265 | -- | -- | 20,946,265 | ||||||||||||
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Total assets at fair value
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$ | 68,281,036 | $ | -- | $ | -- | $ | 68,281,036 | ||||||||
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Fair Value Measurements as of December 31, 2009
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Level 1
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Level 2
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Level 3
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Total
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Money market fund
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$ | 569,601 | -- | -- | $ | 569,601 | ||||||||||
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Mutual funds:
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Money Market funds
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4,502,833 | -- | -- | 4,502,833 | ||||||||||||
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Intermediate Bond funds
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7,445,773 | -- | -- | 7,445,773 | ||||||||||||
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Balanced funds
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407,715 | -- | -- | 407,715 | ||||||||||||
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Large Value stock funds
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7,638,093 | -- | -- | 7,638,093 | ||||||||||||
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Large Cap Core stock funds
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682,648 | -- | -- | 682,648 | ||||||||||||
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Large Cap Growth stock funds
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8,288,994 | -- | -- | 8,288,994 | ||||||||||||
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Mid Cap Core stock funds
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861,562 | -- | -- | 861,562 | ||||||||||||
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Small/Mid Cap Value stock funds
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1,457,799 | -- | -- | 1,457,799 | ||||||||||||
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Small/Mid Cap Growth stock funds
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4,937,092 | -- | -- | 4,937,092 | ||||||||||||
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International stock funds
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5,479,141 | -- | -- | 5,479,141 | ||||||||||||
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Total mutual funds
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41,701,650 | -- | -- | 41,701,650 | ||||||||||||
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American Woodmark Corporation common stock
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16,924,545 | -- | -- | 16,924,545 | ||||||||||||
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Total assets at fair value
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$ | 59,195,796 | $ | -- | $ | -- | $ | 59,195,796 | ||||||||
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(4)
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Investments
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Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:
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December 31,
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2010
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2009
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Fair value determined by quoted market price:
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American Woodmark Corporation common stock
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$ | 20,946,265 | $ | 16,924,545 | ||||
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Consulting Group Large Cap Value Equity Fund
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6,503,838 | 5,933,821 | ||||||
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Consulting Group Large Cap Growth Fund
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7,091,675 | 6,153,838 | ||||||
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Consulting Group Small Cap Growth Fund
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4,498,899 | 3,558,268 | ||||||
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Consulting Group International Equity Fund
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3,710,757 | 3,386,769 | ||||||
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Consulting Group Core Fixed Income Investments Fund
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5,398,339 | 5,273,265 | ||||||
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Consulting Group Government Money Market Fund
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* | 3,496,527 | ||||||
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During the years ended December 31, 2010 and 2009, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value by $9,247,028 and $9,895,564 respectively, as follows:
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December 31,
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2010
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2009
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Fair value determined by quoted market price:
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American Woodmark Corporation common stock
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$ | 4,573,211 | $ | 2,183,705 | ||||
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Mutual funds
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4,673,817 | 7,711,859 | ||||||
| $ | 9,247,028 | $ | 9,895,564 | |||||
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(5)
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Reconciliation of Financial Statements to Form 5500
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The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
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December 31,
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2010
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2009
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Net assets available for benefits per the financial statements
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$ | 70,905,785 | $ | 61,666,339 | ||||
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Less amounts allocated to withdrawing participants
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(161,534 | ) | (173,079 | ) | ||||
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Less benefit payments processed by recordkeeper but
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not paid by trustee
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(496 | ) | (124,750 | ) | ||||
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Net assets available for benefits per the Form 5500
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$ | 70,743,755 | $ | 61,368,510 | ||||
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The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2010 and 2009:
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December 31,
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2010
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2009
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Benefits paid to participant per the financial statements
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$ | 6,381,773 | $ | 11,132,439 | ||||
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Plus amounts allocated on Form 5500 to withdrawing participants and benefit payments pending distribution at end
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of the year
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162,030 | 297,829 | ||||||
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Less amounts allocated on Form 5500 to withdrawing participants and benefit payments pending distribution at
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beginning of the year
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(297,829 | ) | (119,536 | ) | ||||
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Benefits paid to participants per the Form 5500
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$ | 6,245,974 | $ | 11,310,732 | ||||
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Amounts allocated to withdrawing participants and benefit payments pending distribution 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.
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(6)
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Related-Party Transactions
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Certain plan assets are invested in common stock of the Corporation. Transactions involving these investments are considered to be party-in-interest transactions. During 2010 and 2009, the Plan received $309,097 and $333,071, respectively, in dividends from the Corporation.
Certain administrative services are provided by the Corporation without cost to the Plan; while all out-of-pocket administrative expenses are paid by the Plan.
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(7)
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Federal Income Taxes
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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.
U.S. generally accepted accounting principles require management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would be sustained upon examination by taxing authorities. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to tax examinations for years prior to 2006.
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AMERICAN WOODMARK CORPORATION
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INVESTMENT STOCK OWNERSHIP PLAN
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Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
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December 31, 2010
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Identity of issuer, borrower, lessor, or similar party
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Number of shares, principal amounts, units or rate of interest
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Current value
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Northern Institutional Diversified Assets
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(pays interest at 0.03%)
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$ | 466,109 | |||||
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Mutual funds:
|
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Allianz NFJ Large Cap Value Fund
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34,147 | 474,981 | ||||||
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Amcap Fund
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51,595 | 976,693 | ||||||
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American Bond Fund of America
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66,672 | 812,728 | ||||||
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American Europacific Growth Fund
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38,912 | 1,607,469 | ||||||
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American Money Market
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909,529 | 909,529 | ||||||
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American Mutual Fund
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39,451 | 998,517 | ||||||
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American Small Cap World Fund
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28,933 | 1,134,465 | ||||||
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Columbia Acorn Select Fund Z
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10,221 | 293,649 | ||||||
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Columbia Mid Cap Value Fund
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32,384 | 435,884 | ||||||
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Consulting Group Core Fixed Income Investments Fund
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645,734 | 5,398,339 | ||||||
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Consulting Group Government Money Market Fund
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3,312,548 | 3,312,548 | ||||||
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Consulting Group International Equity Fund
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351,065 | 3,710,757 | ||||||
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Consulting Group Large Cap Growth Fund
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480,466 | 7,091,675 | ||||||
|
Consulting Group Large Cap Value Equity Fund
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741,601 | 6,503,838 | ||||||
|
Consulting Group Small Cap Growth Fund
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230,005 | 4,498,899 | ||||||
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Consulting Group Small Cap Value Fund
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75,625 | 915,058 | ||||||
|
Dreyfus Appreciation Fund
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12,019 | 459,134 | ||||||
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Dreyfus Mid Cap Index Fund
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44,929 | 1,252,620 | ||||||
|
Franklin Dynatech Fund
|
9,969 | 300,672 | ||||||
|
Franklin Equity Income Fund
|
31,095 | 524,569 | ||||||
|
Franklin Growth Fund
|
9,228 | 412,021 | ||||||
|
Franklin Small Cap Value Fund
|
15,299 | 701,173 | ||||||
|
Franklin Templeton Growth Fund
|
37,196 | 567,237 | ||||||
|
Franklin Total Return Fund
|
39,572 | 399,280 | ||||||
|
Janus Growth & Income Fund
|
19,869 | 607,204 | ||||||
|
Janus Research Core Fund
|
18,252 | 384,743 | ||||||
|
Managers Cadence Mid-Cap Inst Fund
|
11,770 | 295,673 | ||||||
|
Pimco Real Return Fund
|
96,606 | 1,097,444 | ||||||
|
Templeton Foreign Smaller Companies Fund
|
48,551 | 791,863 | ||||||
|
Total
|
7,443,243 | 46,868,662 | ||||||
|
* American Woodmark Corporation Common Stock
|
853,556 | 20,946,265 | ||||||
|
Notes receivable from participants
|
(Rates of interest ranging from 5.25% to 10.25%)
|
2,402,515 | ||||||
|
Total
|
$ | 70,683,551 | ||||||
|
* Party-in-interest.
|
||||||||
|
See accompany report of independent registered public accounting firm.
|
||||||||
|
AMERICAN WOODMARK CORPORATION
|
||
|
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
|
||
|
Date: June 1, 2011
|
By:
|
/s/ GLENN E. EANES
|
|
Glenn E. Eanes
|
||
|
Vice President and Treasurer
|
||
|
Chairman of Pension Committee
|
||
|
Exhibit
Number
|
Description
|
|
|
23.1
|
Consent of KPMG LLP (Filed herewith)
|