Edgar Filing: AMERICAN WOODMARK CORP

Document

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, 2016

[ ] 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

Retirement Savings 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
RETIREMENT SAVINGS PLAN

Table of Contents



			Page

Report of Independent Registered Public Accounting Firm			1

Financial Statements:

	Statements of Net Assets Available for Benefits - December 31, 2016 and 2015		2

	Statements of Changes in Net Assets Available for Benefits - Years ended December 31,
		2016 and 2015	3

	Notes to Financial Statements		4

Supplemental Schedule:

	Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) - December 31, 2016		10

Signatures			11

Report of Independent Registered Public Accounting Firm

The Pension Committee to the

American Woodmark Corporation Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the American Woodmark Corporation Retirement Savings Plan (the Plan) as of December 31, 2016 and 2015, 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, 2016 and 2015, and changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

The supplemental information in the accompanying schedule of Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2016 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule of Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2016, is fairly stated in all material respects in relation to the 2016 financial statements as a whole.

/s/ KPMG LLP

McLean, Virginia

June 29, 2017



AMERICAN WOODMARK CORPORATION
RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits
December 31, 2016 and 2015


				2016		2015
ASSETS
	Investments at fair value:
		Cash		$	195,359	$	139,356
		Collective fund			1,666,989		3,037,476
		Mutual funds			86,572,417		71,113,930
		American Woodmark Corporation Stock Fund:
			Money market fund		977,135		1,041,847
			Common stock - American Woodmark Corporation		52,225,608		59,595,258
			Total investments, at fair value		141,637,508		134,927,867

	Receivables:
		Employer’s contributions			210,312		140,251
		Participants’ contributions			168,025		112,989
		Notes receivable from participants			5,272,157		3,694,845
			Total receivables		5,650,494		3,948,085

			Total assets		147,288,002		138,875,952

LIABILITY
	Due to Broker				5,589		—

			Net assets available for benefits	$	147,282,413	$	138,875,952


See accompanying notes to financial statements.



AMERICAN WOODMARK CORPORATION
RETIREMENT SAVINGS PLAN

Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 2016 and 2015


				2016		2015
ADDITIONS TO ASSETS ATTRIBUTED TO:
	Investment income:
		Net appreciation in fair value of investments		$	1,014,452	$	27,432,554
		Interest and dividends			2,299,769		2,828,497
		Interest on notes receivable from participants			213,817		161,885
			Total investment income		3,528,038		30,422,936

CONTRIBUTIONS:
	Participants’ contributions				9,333,948		8,163,701
	Rollovers				503,807		531,855
	Employer’s contributions				9,697,135		7,538,839
			Total contributions		19,534,890		16,234,395

DEDUCTIONS FROM ASSETS ATTRIBUTED TO:
	Benefits paid to participants				(14,391,575)		(9,287,391)
	Administrative expenses				(264,892)		(205,302)
			Total deductions		(14,656,467)		(9,492,693)

			Net increase in net assets available for benefits		8,406,461		37,164,638

Net assets available for benefits at beginning of year					138,875,952		101,711,314

Net assets available for benefits at end of year				$	147,282,413	$	138,875,952


See accompanying notes to financial statements.

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2016 and 2015


(1)	Description of the Plan

The following description of the American Woodmark Corporation Retirement Savings Plan (“the Plan”) provides only general information. Prior to January 1, 2016 the Plan name was the American Woodmark Corporation Investment Savings Stock Ownership Plan. 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. Employees hired after December 31, 2012 who are eligible participants are automatically enrolled at a contribution percentage of 4% on the first day following the completion of five consecutive months of service. New hires have the option to opt out of participating in the plan during their initial enrollment period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The trustee of the Plan prior to April 1, 2015, was Wilmington Trust which was acquired by Broadridge Matrix Trust Company, a sub custodian of Verisight Trust Company; simultaneously, the Plan’s trustee services were assigned to Verisight Trust Company. As a result of re-branding, Verisight Trust Company was renamed Newport Trust Company, effective March 31, 2016.


(b)	Contributions

The Plan allows participants to contribute up to 100% of their annual compensation excluding extraordinary remuneration not generally received by the participants as a class. The statutory maximum amount of contributions allowed was $18,000 for years ended December 31, 2016 and December 31, 2015. 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 2016 and 2015 was $6,000. 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 applicable Vanguard Target Retirement 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. All matching contributions by the Corporation are made in cash by the Corporation. Prior to May 1, 2015 matching contributions were made in the Corporation’s common stock.

The Corporation also makes profit sharing 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 in total 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. These contributions may be made in the form of the Corporation’s common stock or cash. Profit sharing contributions made in 2016 and 2015 were $2,936,149 and $1,774,926, respectively. Additional incentive contributions may be made at the option of the Corporation’s board of directors, however none were made in 2016 or 2015.


(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 profit sharing and 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, 2016 and 2015, the balance

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2016 and 2015

of forfeited nonvested accounts was $3,745 and $12,606, respectively. In 2016 and 2015, employer contributions were reduced by $22,971 and $19,613, respectively, from forfeited nonvested accounts.


(d)	Vesting

Participants are immediately vested in their contributions and the Corporation’s contributions plus actual earnings thereon. For contributions prior to January 1, 2013 participants vested at 25% per year in the portion of their account representing the Corporation’s matching contributions plus actual earnings thereon beginning at the conclusion of their second year of service. For participants joining the plan before January 1, 2013, the participant became 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 currently provides that the Corporation’s matching contributions are invested in the employee’s current investment elections. Prior to May 1, 2015 the Corporation’s matching contributions were automatically invested in the Corporation’s common stock which is held by the American Woodmark Corporation Stock Fund (“the Stock Fund”). The Corporation’s profit sharing contributions are automatically invested in the Corporation’s common stock. The Plan allows participants to diversify their matching and profit sharing contributions out of the Stock Fund.


(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. 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 have been prepared on the accrual basis of accounting.

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2016 and 2015

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU” or “Update”) No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient (“ASU 2015-12”). ASU 2015-12 simplifies the measurement of fully benefit-responsive investment contracts (“Part I”) and disclosures about plan investments (“Part II”). It also allows an employee benefit plan with a fiscal year end that doesn’t coincide with the end of a calendar month to choose a simpler way of measuring its investments and investment-related accounts (“Part III”). The amendments in Parts I, II, and III of ASU 2015-12 are effective for fiscal years beginning after December 15, 2015 with early adoption permitted. The Plan early adopted Part II of ASU 2015-12; Parts I and III are not applicable to the Plan.

In May 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent), which amends the disclosure requirements of Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, for reporting entities that measure the fair value of an investment using the net asset value per share (or its equivalent) as a practical expedient. The amendments in ASU 2015-07 remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient and also remove the requirements to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. ASU 2015-07 was effective for the Plan’s fiscal year beginning after December 15, 2015, with early application permitted. The Plan adopted the provisions of ASU 2015-07 in fiscal year 2016.


(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 within the Stock Fund is based on the closing price on the last business day of the Plan year. Participants own units of the Stock Fund, not shares of the Corporation’s common stock. The collective funds are valued by applying the Plan’s ownership percentage in the fund to the fund’s net asset value at the valuation date as a practical expedient of fair value. 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 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. Delinquent participant loans are considered in default and treated as a distribution to the participant.


(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

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2016 and 2015

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.


(f)	Reclassifications

Certain reclassifications have been made to prior period balances to conform to the current period presentation.


(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.

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



	Fair Value Measurements as of December 31, 2016

	Level 1		Level 2		Level 3		Total
Cash	$	195,359	$	—	$	—	$	195,359
Mutual funds	86,572,417		—		—		86,572,417
American Woodmark Corporation stock fund:
Money market fund	—		977,135		—		977,135
American Woodmark Corporation common stock	—		52,225,608		—		52,225,608
Total American Woodmark Corporation stock fund	—		53,202,743		—		53,202,743
Investments measured at fair value	$	86,767,776	$	53,202,743	$	—	$	139,970,519

Collective fund							1,666,989 *
Total investments							$	141,637,508

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2016 and 2015



	Fair Value Measurements as of December 31, 2015

	Level 1		Level 2		Level 3		Total
Cash	$	139,356	$	—	$	—	$	139,356
Mutual funds	71,113,930		—		—		71,113,930
American Woodmark Corporation stock fund:
Money market fund	—		1,041,847		—		1,041,847
American Woodmark Corporation common stock	—		59,595,258		—		59,595,258
Total American Woodmark Corporation stock fund	—		60,637,105		—		60,637,105
Investments measured at fair value	$	71,253,286	$	60,637,105	$	—	$	131,890,391

Collective fund							3,037,476 *
Total investments							$	134,927,867

* Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have been removed from the total investments in the fair value heirarchy.

There were no transfers between Level 1 or Level 2 during 2016 and 2015. There were no liabilities measured at fair value on a recurring basis.


(4)	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 for the years ended December 31, 2016 and 2015:



	December 31,
	2016			2015

Net assets available for benefits per the financial statements	$	147,282,413		$	138,875,952
Less amounts allocated to withdrawing participants	(1,273,102		)	(394,584		)
Net assets available for benefits per the Form 5500	$	146,009,311		$	138,481,368

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the years ended December 31, 2016 and 2015:



	December 31,
	2016			2015

Benefits paid to participant per the financial statements	$	14,391,575		$	9,287,391
Plus amounts allocated on Form 5500 to withdrawing participants and benefit payments pending distribution at end of the year	1,273,102			394,584
Less amounts allocated on Form 5500 to withdrawing participants and benefit payments pending distribution at beginning of the year	(394,584		)	(209,830		)
Benefits paid to participants per the Form 5500	$	15,270,093		$	9,472,145

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.

AMERICAN WOODMARK CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2016 and 2015


(5)	Related-Party Transactions

Certain plan assets are invested in common stock of the Corporation. Additionally, certain plan investments are shares of a money market fund and common collective fund with Wilmington, which is an affiliate of the trustee through April 1, 2015. Transactions involving these investments are considered to be party-in-interest transactions. During 2016 and 2015, the Plan received no 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. Loans to participants, which are considered parties-in-interest, were granted throughout the year as part of normal plan operations.


(6)	Federal Income Taxes

The Internal Revenue Service (“IRS”) determined and informed the Corporation by a letter dated August 21, 2015 that the Plan, as amended, qualified under Section 401 of the Internal Revenue Code (“IRC”). The Trust established under the Plan is tax exempt under Section 501. The plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

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, 2016 and 2015, 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 2012.



AMERICAN WOODMARK CORPORATION
INVESTMENT STOCK OWNERSHIP PLAN

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

December 31, 2016

Identity of issuer, borrower, lessor, or similar party	Description of investment	Number of shares or units, Par or face amount, rate of interest, maturities	Current value
Cash:
M&T Investment Group	Non-Interest Bearing Cash	195,359	$	195,359
*Wilmington Fund	Wilmington U.S. Government Money Market	977,135 shares of money market fund, pays interest at 0.01%	977,135
	Total		1,172,494

*Wilmington Collective Funds	Wilmington Trust Retirement and Institutional Services Company Collective Investment Trust	92,332	1,666,989

Mutual Funds:
Legg Mason Funds	Legg Mason Global Asset Management Trust	45,952	463,657
American Funds	EuroPacific Growth	6,569	295,882
Vanguard Funds	Vanguard Target Retire Income	14,055	180,044
Oppenheimer Funds	Oppenheimer Developing Markets	15,389	491,973
Blackrock Funds	Blackrock Equity Dividend	36,293	816,229
Metropolitan West	Metropolitan West Total Return Bond Fund Plan	86,086	853,116
Vanguard Funds	Vanguard Total Intl Stock Index Admiral	40,401	995,078
Vanguard Funds	Vanguard Total Bond Market Index Adm	92,036	980,187
Fidelity Funds	Fidelity Small Cap Value	54,920	1,033,048
Vanguard Funds	Vanguard Small Cap Growth	27,340	1,279,235
JP Morgan Funds	JP Morgan Large Cap Growth	48,121	1,549,977
Vanguard Funds	Vanguard Total Stock Market Index Fund Admiral Shares	51,247	2,873,905
Vanguard Funds	Vanguard REIT Index Fund Admiral Shares	6,851	800,667
Vanguard Funds	Vanguard Target Retirement 2010	8,390	212,606
Vanguard Funds	Vanguard Target Retirement 2015	151,338	2,195,910
Vanguard Funds	Vanguard Target Retirement 2020	383,005	10,823,729
Vanguard Funds	Vanguard Target Retirement 2025	893,377	14,606,720
Vanguard Funds	Vanguard Target Retirement 2030	506,876	14,800,765
Vanguard Funds	Vanguard Target Retirement 2035	561,936	9,968,738
Vanguard Funds	Vanguard Target Retirement 2040	241,047	7,282,038
Vanguard Funds	Vanguard Target Retirement 2045	337,033	6,366,551
Vanguard Funds	Vanguard Target Retirement 2050	111,481	3,387,901
Vanguard Funds	Vanguard Target Retirement 2055	85,792	2,823,399
Vanguard Funds	Vanguard Target Retirement 2060	51,345	1,491,062
	Total	3,856,880	86,572,417

*American Woodmark Corporation	Common Stock	694,028	52,225,608

* Participants' loans	Notes receivable from participants	Rates of interest ranging from 5.25% to 5.50%; Loan maturities ranging from 1 to 5 years	5,272,157

	Total		$	146,909,665

* Party-in-interest
See accompanying report of independent registered public accounting firm.

SIGNATURE

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



	AMERICAN WOODMARK CORPORATION
	RETIREMENT SAVINGS PLAN

Date: June 29, 2017	By: _/s/ M. Scott Culbreth____________
	M. Scott Culbreth
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX



Exhibit Number	Description

23.1	Consent of KPMG LLP (Filed herewith)