8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  February 22, 2011
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia	000-14798		54-1138147
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	file number)		Identification No.)
3102 Shawnee Drive, Winchester, Virginia		22601
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (540) 665-9100
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

American Woodmark Corporation

ITEM 2.02                      RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 22, 2011, the Registrant issued a press release announcing results for its third quarter of fiscal year 2011 ended January 31, 2011.  The press

release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS

(C)  Exhibits.

99.1           Registrant’s Press Release dated February 22, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/ JONATHAN H. WOLK	/s/ KENT B. GUICHARD
Jonathan H. Wolk	Kent B. Guichard
Senior Vice President and Chief Financial Officer	Chairman, President & Chief Executive Officer
Date: February 22, 2011	Date: February 22, 2011
Signing on behalf of the registrant and as principal financial officer	Signing on behalf of the registrant and as principal executive officer

EX-99.1

News Release

P. O. Box 1980

Winchester, VA  22604-8090

FOR IMMEDIATE RELEASE

Contact:	Glenn Eanes
	Vice President and Treasurer
	540-665-9100

AMERICAN WOODMARK CORPORATION

ANNOUNCES THIRD QUARTER RESULTS

WINCHESTER, Virginia (February 22, 2011) -- American Woodmark Corporation (NASDAQ: AMWD) today announced results for the third quarter of its fiscal year 2011, that ended on January 31, 2011.

Net sales rose by 25% compared with the third quarter of the prior fiscal year to $111,443,000.  Net sales rose by 12% during the nine-month period ended January 31, 2011 compared with the comparable period of the prior fiscal year, to $328,359,000. The Company’s sales results in each of its sales channels grew at a double digit rate during the third quarter of fiscal year 2011.

The Company generated a net loss of ($5,828,000) or ($0.41) per diluted share during the third quarter of fiscal year 2011, compared with a net loss of ($9,121,000) or ($0.64) per diluted share in the third quarter of its prior fiscal year. The Company generated a net loss of ($16,630,000) or ($1.17) per diluted share in the nine-month period ended January 31, 2011, compared with a net loss of ($20,807,000) or ($1.47) per diluted share in the comparable period of the prior fiscal year. The Company’s results in the three- and nine-month periods of the prior fiscal year included a net-of-tax restructuring benefit of $32,000 and $1,710,000 of net-of-tax restructuring charges, respectively, relating to cost reduction initiatives completed in the prior fiscal year. Exclusive of these charges, net loss for the three- and nine-month periods ended January 31, 2010 was ($9,153,000) or ($0.65) per diluted share, and ($19,097,000) or ($1.35) per diluted share, respectively.

Gross profit for the third quarter of fiscal year 2011 was 10.9% of net sales, compared with 6.6% in the third quarter of the prior fiscal year. Gross profit was 11.1% of net sales during the first nine months of fiscal year 2011, compared with 10.3% of net sales during the comparable period of the prior fiscal year. The improvement in gross profit margin during the three- and nine-month periods primarily reflected the favorable impact of labor efficiencies and more favorable absorption of fixed overhead costs associated with higher sales volumes, offset in part by increased sales promotion costs that were included as either reductions of sales or increases to cost of sales, and increased materials and fuel costs.

Selling, general and administrative costs were 19.3% of net sales in the third quarter of fiscal year 2011, improved from 23.0% of net sales in the third quarter of the prior fiscal year. Selling, general and administrative costs were 19.3% of net sales in the first nine months of fiscal year 2011, improved from 20.7% in the comparable period of the prior fiscal year. The improvement in the Company’s operating expense ratio was driven by increased sales levels that enabled favorable leverage, combined with reductions in general and administrative expenses.

The Company generated negative free cash flow (defined as cash provided by operating activities net of cash used for investing activities) of ($1.8 million) during the third quarter of fiscal year 2011, driven primarily by the timing of receipts and payments. The Company generated positive free cash flow of $3.4 million during the first nine months of fiscal year 2011, compared with negative free cash flow of ($8.1 million) in the first nine months of its prior fiscal year.

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets.  Its products are sold on a national basis directly to home centers, major builders and through a network of independent distributors.  The Company presently operates eleven manufacturing facilities and nine service centers across the country.

Safe harbor statement under the Private Securities Litigation Reform Act of 1995:  All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors that may be beyond the Company's control.  Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements.  Such factors include, but are not limited to, those described in the Company's filings with the Securities and Exchange Commission and the Annual Report to Shareholders.  The Company does not undertake to publicly update or revise its forward looking statements even if experience or future changes make it clea r that any projected results expressed or implied therein will not be realized.

-MORE-

AMWD Announces Third Quarter Results

Page 2

February 22, 2011

AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
	Three Months Ended						Nine Months Ended
	January 31						January 31
	2011			2010			2011			2010
Net Sales	$	111,443		$	89,230		$	328,359		$	294,133
Cost of Sales & Distribution		99,279			83,318			291,992			263,718
Gross Profit		12,164			5,912			36,367			30,415
Sales & Marketing Expense		16,069			14,189			45,977			42,048
G&A Expense		5,421			6,370			17,283			18,977
Restructuring Charges (Benefit)		16			(51	)		55			2,736
Operating Loss		(9,342	)		(14,596	)		(26,948	)		(33,346	)
Interest & Other (Income) Expense		(33	)		(2	)		(146	)		(55	)
Income Tax Benefit		(3,481	)		(5,473	)		(10,172	)		(12,484	)
Net Loss	$	(5,828	)	$	(9,121	)	$	(16,630	)	$	(20,807	)
Earnings Per Share:
Weighted Average Shares Outstanding - Diluted		14,263,320			14,160,256			14,241,883			14,137,325
Loss Per Diluted Share	$	(0.41	)	$	(0.64	)	$	(1.17	)	$	(1.47	)

Condensed Consolidated Balance Sheet
	January 31		April 30
	2011		2010
Cash & Cash Equivalents	$	52,542	$	53,233
Customer Receivables		28,111		27,524
Inventories		23,497		25,239
Other Current Assets		10,543		17,048
Total Current Assets		114,693		123,044
Property, Plant & Equipment		103,804		114,107
Restricted Cash		14,419		14,419
Other Assets		32,858		30,863
Total Assets	$	265,774	$	282,433
Current Portion - Long-Term Debt	$	924	$	893
Accounts Payable & Accrued Expenses		46,005		48,686
Total Current Liabilities		46,929		49,579
Long-Term Debt		24,812		25,582
Other Liabilities		35,357		31,954
Total Liabilities		107,098		107,115
Stockholders' Equity		158,676		175,318
Total Liabilities & Stockholders' Equity	$	265,774	$	282,433

AMWD Announces Third Quarter Results

Page 3

February 22, 2011

Condensed Consolidated Statements of Cash Flows
	Nine Months Ended
	January 31
	2011			2010
Net Cash Provided/(Used) by Operating Activities	$	7,713		$	(804	)
Net Cash Used by Investing Activities		(4,300	)		(7,310	)
Free Cash Flow		3,413			(8,114	)
Net Cash Used by Financing Activities		(4,104	)		(18,419	)
Net Decrease in Cash and Cash Equivalents		(691	)		(26,533	)
Cash and Cash Equivalents, Beginning of Period		53,233			82,821
Cash and Cash Equivalents, End of Period	$	52,542		$	56,288

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