awsop11k123112.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________
FORM 11-K
_____________________


 
[ X ]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012


 
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

 
 

 

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, 2012 and 2011
2
     
 
Statements of Changes in Net Assets Available for Benefits – Years ended December 31,
 
   
2012 and 2011
3
     
 
Notes to Financial Statements
4
     
Supplemental Schedule:
 
     
 
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) – December 31, 2012
10
     
Signatures
11

 
 

 


 
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, 2012 and 2011, 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 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 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
 
Our audits were conducted 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, 2012 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 audits of the basic financial statements 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 6, 2013


 
1

 

AMERICAN WOODMARK CORPORATION
 
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
 
   
Statements of Net Assets Available for Benefits
 
December 31, 2012 and 2011
 
             
             
   
2012
   
2011
 
ASSETS
           
Investments at fair value:
           
Money market fund
  $ 141,568     $ 145,703  
Mutual funds
    25,113       46,275,508  
American Woodmark Corporation Stock Fund:
               
Money market fund
    399,141       218,451  
Common stock – American Woodmark Corporation
    20,449,953       11,771,478  
Total investments, at fair value
    21,015,775       58,411,140  
                 
Receivables:
               
Due from broker
    45,877,108       -  
Employer’s contributions
    632,999       308,841  
Participants’ contributions
    34,276       20,405  
Notes receivable from participants
    2,185,921       2,588,342  
Interest receivable
    4,288       4,568  
Total receivables
    48,734,592       2,922,156  
                 
Total assets
    69,750,367       61,333,296  
                 
LIABILITY
               
Excess contributions payable
    168,896       138,007  
                 
Net assets available for benefits
  $ 69,581,471     $ 61,195,289  
                 
                 
See accompanying notes to financial statements.
               


 
2

 


AMERICAN WOODMARK CORPORATION
 
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN
 
   
Statements of Changes in Net Assets Available for Benefits
 
Years ended December 31, 2012 and 2011
 
             
             
   
2012
   
2011
 
ADDITIONS (REDUCTIONS) TO NET ASSETS ATTRIBUTED TO
           
Investment income:
           
Net appreciation (depreciation) in fair value of investments
  $ 15,487,994     $ (11,146,051 )
Interest and dividends
    1,075,972       1,024,939  
Interest on notes receivable from participants
    116,798       134,735  
Total investment income (loss)
    16,680,764       (9,986,377 )
                 
CONTRIBUTIONS
               
Participants’ contributions
    3,888,884       3,938,196  
Rollovers
    -       234,579  
Employer’s contributions
    2,044,590       1,288,776  
Total contributions
    5,933,474       5,461,551  
                 
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
               
Benefits paid to participants
    (14,035,744 )     (4,990,041 )
Administrative expenses
    (192,312 )     (195,629 )
Total deductions
    (14,228,056 )     (5,185,670 )
                 
Net increase (decrease) in net assets available for benefits
    8,386,182       (9,710,496 )
                 
Net assets available for benefits at beginning of year
    61,195,289       70,905,785  
                 
Net assets available for benefits at end of year
  $ 69,581,471     $ 61,195,289  
                 
                 
See accompanying notes to financial statements.
               




 
3

 
AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 
Notes to Financial Statements
 
December 31, 2012 and 2011
 

(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 have been employed by the Corporation for at least six consecutive months. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.  The trustee of the Plan is First State Trust Company.
 
(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 $17,000 for the year ended December 31, 2012 and $16,500 for the year ended December 31, 2011. 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 2012 and 2011 was $5,500. Participants may elect to invest their contributions in the investment options made available by the Corporation. The accounts of participants who have not made investment elections are automatically invested in the Franklin Templeton Growth fund.
 
The Corporation makes matching contributions equal to 100% of each participant’s salary reduction contribution up to the first 4% of the participant’s annual compensation.  Prior to May 1, 2012 the Corporation matched up to 50% up to the first 4% of the participant’s annual compensation.  All matching contributions by the Corporation are made in the Corporation’s common stock.
 
The Corporation also makes incentive contributions to each participant in the Plan equal to 3% of the Corporation’s net income for fiscal years in which the Corporation’s net income exceeds $0 but is less than or equal to $20 million, 4% of the Corporation’s net income for fiscal years in which the Corporation’s net income exceeds $20 million but is less than or equal to $30 million, and 5% of the Corporation’s net income for fiscal years in which the Corporation’s net income exceeds $30 million, divided by the number of eligible employees. Prior to May 1, 2012 incentive contributions were equal to 3% of the Corporation’s net income for the fiscal year divided by the number of eligible employees.  These contributions may be made in the form of the Corporation’s common stock or cash.  There were no incentive contributions made in 2012 and 2011.  Additional incentive contributions may be made at the option of the Corporation’s board of directors, however none were made in 2012 or 2011.
 
(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 or pay administrative expenses of the Plan.  At December 31, 2012 and 2011, the balance of forfeited nonvested accounts was $0.  In 2012 and 2011, employer contributions were reduced by $16,380 and $5 and Plan expenses were reduced by $18,288 and $24,935, respectively, from forfeited nonvested accounts.
 

 
4

 
AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 
Notes to Financial Statements
 
December 31, 2012 and 2011
 


 
(d)  
Vesting
 
Participants are immediately vested in their contributions plus actual earnings thereon. Participants vest at 25% per year in the portion of their account representing the Corporation’s contributions 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.
 
(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 at any time.
 
(i)  
Administrative Expenses
 
The Corporation pays for all recordkeeping services less any reimbursements to the Plan 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.
 
(j)  
Subsequent Events
 
Effective January 1, 2013 the Plan changed the trustee from First State Trust Company to Wilmington Trust Company and changed the investment options.  The Plan’s receivable due from broker on December 31, 2012 was collected on January 3, 2013 and new investment purchases were made on that date as directed by the Plan’s participants.
 
(2)  
Summary of Significant Accounting Policies
 
(a)  
Basis of Accounting
 
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.
 
 
5

AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 
Notes to Financial Statements
 
 
December 31, 2012 and 2011
 
 
(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.  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 (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, 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.
 
(c)  
Notes receivable from participants
 
Notes receivable from participants (loans) are carried at their unpaid principal plus accrued and unpaid interest 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.
 
(3)  
Fair Value Measurements
 
The Plan’s investments are carried at fair value using a three-level valuation hierarchy for fair value measurement.  These levels are described below:
 
 
Level 1 – Investments with quoted prices for identical assets or liabilities in active markets.
 
Level 2 – Investments with observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; 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.
 
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.
 

 
6

 
AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 
Notes to Financial Statements
 
December 31, 2012 and 2011
 

Financial assets and liabilities measured at fair value on a recurring basis are as follows:
   
Fair Value Measurements as of December 31, 2012
 
                         
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Money market fund
  $ 141,568       --       --     $ 141,568  
Mutual funds:
                               
     Intermediate Bond funds
    14,136       --       --       14,136  
     Balanced funds
    10,977       --       --       10,977  
        Total mutual funds
    25,113       --       --       25,113  
American Woodmark Corporation stock fund:
                               
     Money market fund
    --       399,141       --       399,141  
     American Woodmark Corporation common stock
    --        20,449,953        --       20,449,953  
        Total American Woodmark Corporation stock fund
     --        20,849,094        --       20,849,094  
Total assets at fair value
  $ 166,681     $ 20,849,094       --     $ 21,015,775  



   
Fair Value Measurements as of December 31, 2011
 
                         
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Money market fund
  $ 145,703       --       --     $ 145,703  
Mutual funds:
                               
     Money Market funds
    4,880,549       --       --       4,880,549  
     Intermediate Bond funds
    8,271,093       --       --       8,271,093  
     Balanced funds
    712,904       --       --       712,904  
     Large Value stock funds
    8,544,681       --       --       8,544,681  
     Large Cap Core stock funds
    1,170,484       --       --       1,170,484  
     Large Cap Growth stock funds
    9,411,288       --       --       9,411,288  
     Mid Cap Core stock funds
    1,540,932       --       --       1,540,932  
     Small/Mid Cap Value stock funds
    1,905,313       --       --       1,905,313  
     Small/Mid Cap Growth stock funds
    4,965,386       --       --       4,965,386  
     International stock funds
    4,872,878       --       --       4,872,878  
        Total mutual funds
    46,275,508       --       --       46,275,508  
American Woodmark Corporation stock fund:
                               
     Money market fund
    --       218,451       --       218,451  
     American Woodmark Corporation common stock
    --        11,771,478        --       11,771,478  
        Total American Woodmark Corporation stock fund
    --        11,989,929        --       11,989,929  
Total assets at fair value
  $ 46,421,211     $ 11,989,929       --     $ 58,411,140  
                                 
 
7

AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 
Notes to Financial Statements
 
 
December 31, 2012 and 2011
 
(4)  
Investments
 
Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:
 
   
December 31,
 
   
2012
   
2011
 
     American Woodmark Corporation common stock
  $ 20,449,953     $ 11,771,478  
Consulting Group Large Cap Value Equity Fund
    *       6,435,955  
Consulting Group Large Cap Growth Fund
    *       7,016,113  
Consulting Group Small Cap Growth Fund
    *       3,957,577  
Consulting Group International Equity Fund
    *       3,114,252  
Consulting Group Core Fixed Income Investments Fund
    *       5,803,904  
Consulting Group Government Money Market Fund
    *       3,461,723  

 
       * below 5% at December 31, 2012
 
During the years ended December 31, 2012 and 2011, the Plan’s investments purchased, sold, as well as held during the year appreciated (depreciated) in fair value as follows:
 
   
December 31,
 
   
2012
   
2011
 
American Woodmark Corporation common stock
  $ 11,154,587     $ (9,142,418 )
Mutual funds
    4,333,407       (2,003,633 )
    $ 15,487,994     $ (11,146,051 )

 
(5)  
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,
 
   
2012
   
2011
 
             
Net assets available for benefits per the financial statements
  $ 69,581,471     $ 61,195,289  
Less amounts allocated to withdrawing participants
    (384,359 )     (454,021 )
Less benefit payments processed by recordkeeper but
               
not paid by trustee
    -       (4,594 )
Net assets available for benefits per the Form 5500
  $ 69,197,112     $ 60,736,674  

 

 
8

 
AMERICAN WOODMARK CORPORATION
INVESTMENT SAVINGS STOCK OWNERSHIP PLAN

 
Notes to Financial Statements
 
December 31, 2012 and 2011
 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2012 and 2011:
 
   
December 31,
 
   
2012
   
2011
 
             
Benefits paid to participant per the financial statements
  $ 14,035,744     $ 4,990,041  
Plus amounts allocated on Form 5500 to withdrawing
               
participants and benefit payments pending distribution at end
     of the year
     384,359        458,615  
Less amounts allocated on Form 5500 to withdrawing
               
participants and benefit payments pending distribution at
     beginning of the year
    (458,615 )     (162,030 )
Benefits paid to participants per the Form 5500
  $ 13,961,488     $ 5,286,626  

 
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.
 
(6)  
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 2012 and 2011, the Plan received $0 and $154,044, 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.
 
(7)  
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.
 
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, 2012, 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 2008.

 
9

 

AMERICAN WOODMARK CORPORATION
 
INVESTMENT STOCK OWNERSHIP PLAN
 
   
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
 
   
December 31, 2012
 
               
Identity of issuer, borrower, lessor, or similar party
Description of investment
 
Number of shares or units, Par or face amount, rate of interest
   
Current value
 
Cash:
             
  *Wilmington Trust
Non-Interest Bearing Cash
    141,557     $ 141,557  
  Northern Trust Corporation
  Northern Institutional Diversified Assets
 
399,152 shares of money market fund, pays interest at 0.02%
      399,152  
 
       Total
    540,709       540,709  
Mutual Funds:
                 
  American Funds
American Bond Fund of America
    125       1,617  
  Franklin Templeton Investments
Franklin Templeton Growth Fund
    694       10,977  
  PIMCO
Pimco Real Return Fund
    1,020       12,519  
 
      Total
    1,839       25,113  
                   
*American Woodmark Corporation
Common Stock
    735,081       20,449,953  
                 
 
Notes receivable from participants
 
Rates of interest ranging from 5.25% to 9.25%
      2,185,921  
                   
 
      Total
          $ 23,201,696  
                   
* Party-in-interest.
                 
                   
See accompanying report of independent registered public accounting firm.
               


 
10

 

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 6, 2013
By: /s/ Glenn E. Eanes
 
Glenn E. Eanes
 
Vice President and Treasurer
 
Chairman of Pension Committee


 
11

 

EXHIBIT INDEX

Exhibit
Number
 Description
 
     
23.1
Consent of KPMG LLP (Filed herewith)