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 26, 2015
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-12 under 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 26, 2015, the Registrant issued a press release announcing results for its third quarter of fiscal year 2015 ended January 31, 2015. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

Exhibit 99.1    Registrant’s Press Release dated February 26, 2015.

SIGNATURES

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/ M. SCOTT CULBRETH	/s/ KENT B. GUICHARD
M. Scott Culbreth	Kent B. Guichard
Senior Vice President and Chief Financial Officer	Chairman & Chief Executive Officer
Date: February 26, 2015	Date: February 26, 2015
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

Exhibit 99.1

P. O. Box 1980

Winchester, VA 22604-8090

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

AMERICAN WOODMARK CORPORATION

ANNOUNCES THIRD QUARTER RESULTS

WINCHESTER, Virginia (February 26, 2015) -- American Woodmark Corporation (NASDAQ: AMWD) today announced results for its third fiscal quarter ended January 31, 2015.

Net sales for the third fiscal quarter increased 12% to $189.0 million compared with the same quarter of the prior fiscal year. Net sales for the first nine months of the current fiscal year increased 15% to $618.6 million from the comparable period of the prior fiscal year. The Company experienced growth in both the remodeling and new construction channels during the third quarter of fiscal year 2015, with new construction growth exceeding 15%.

Net income was $7.3 million ($0.45 per diluted share) for the third quarter of the current fiscal year compared with $2.9 million ($0.18 per diluted share) for the third quarter of the prior fiscal year. Exclusive of one-time tax credits, the Company generated $7.1 million ($0.44 per diluted share) of net income for the third quarter of the current fiscal year compared with $2.9 million ($0.18 per diluted share) for the same period of the prior fiscal year.

Net income for the first nine months of fiscal year 2015 was $24.2 million ($1.52 per diluted share) compared with $14.8 million ($0.95 per diluted share) for the same period of the prior fiscal year. Exclusive of one-time tax credits, the Company generated $23.0 million ($1.44 per diluted share) of net income for the first nine months of the current fiscal year compared with $14.8 million ($0.95 per diluted share) for the same period of the prior fiscal year.

Gross profit for the third quarter of the current fiscal year was 18.6% of net sales compared with 15.4% in the same quarter of the prior year. Gross profit for the first nine months of the current fiscal year was 17.7% of net sales compared with 17.1% for the same period in the prior year. Gross profit in the current quarter was favorably impacted by higher sales volume and improved operating efficiency. Gross profit for the first nine months of the current fiscal year was favorably impacted by higher sales volume and improved operating efficiency that was partially offset by material inflation and costs associated with crewing and infrastructure to support higher levels of sales and installation activity.

Selling, general and administrative costs for the third quarter of fiscal year 2015 were 12.8% of net sales compared with 12.4% in the same quarter of the prior year. Selling, general and administrative costs for the first nine months of the current fiscal year were 11.7% of net sales compared with 12.5% for the same period in the prior year. The increase in the Company’s operating expense ratio in the current quarter was driven by higher performance based compensation costs. The improvement in the Company’s operating expense ratio for the nine-month period was driven by favorable leverage from increased sales and on-going expense control.

The Company generated net cash from operating activities of $36.0 million during the first nine months of fiscal year 2015 compared with $23.5 million during the same period in the prior year. The improvement in the Company’s cash from operating activities was driven primarily by higher operating profitability and lower increases in customer receivables, which was partially offset by increases in inventory levels to support higher sales. Net cash used by investing activities was $43.5 million during the

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AMWD Announces Third Quarter Results

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February 26, 2015

first nine months of the current fiscal year compared with $8.3 million during the same period of the prior year due primarily to a $29.5 million investment in short-term certificates of deposit and increased investment in property, plant and equipment. Net cash provided by financing activities decreased $9.5 million during the first nine months of the current fiscal year compared to the same period in the prior year, as the Company repurchased 163,326 shares of common stock at a cost of $5.1 million and proceeds from the exercise of stock options decreased $4.4 million.

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 nine manufacturing facilities and seven 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 clear that any projected results expressed or implied therein will not be realized.

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AMWD Announces Third Quarter Results

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February 26, 2015

AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
		Three Months Ended				Nine Months Ended
		January 31				January 31
		2015		2014		2015		2014
Net Sales		$	188,963	$	169,033	$	618,573	$	537,660
Cost of Sales & Distribution		153,846		143,032		509,361		445,670
	Gross Profit	35,117		26,001		109,212		91,990
Sales & Marketing Expense		16,010		14,287		47,821		44,638
G&A Expense		8,054		6,564		24,710		22,555
Restructuring Charges, net		3		48		6		161
Insurance Proceeds		—		—		—		(94		)
	Operating Income	11,050		5,102		36,675		24,730
Interest & Other (Income) Expense		74		149		323		464
Income Tax Expense		3,694		2,052		12,161		9,439
	Net Income	$	7,282	$	2,901	$	24,191	$	14,827
Earnings Per Share:
Weighted Average Shares Outstanding - Diluted		16,131,140		15,827,666		15,953,420		15,595,342
Income Per Diluted Share		$	0.45	$	0.18	$	1.52	$	0.95

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AMWD Announces Third Quarter Results

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February 26, 2015

Condensed Consolidated Balance Sheet
		January 31		April 30
		2015		2014
Cash & Cash Equivalents		$	132,525	$	135,700
Investments - certificates of deposit		29,500		—
Customer Receivables		48,173		46,475
Inventories		34,871		31,523
Other Current Assets		12,573		11,718
	Total Current Assets	257,642		225,416
Property, Plant & Equipment		79,774		74,049
Other Assets		25,931		30,599
	Total Assets	$	363,347	$	330,064
Current Portion - Long-Term Debt		$	1,439	$	1,146
Accounts Payable & Accrued Expenses		76,857		75,273
	Total Current Liabilities	78,296		76,419
Long-Term Debt		20,274		20,453
Other Liabilities		38,495		42,647
	Total Liabilities	137,065		139,519
Stockholders' Equity		226,282		190,545
	Total Liabilities & Stockholders' Equity	$	363,347	$	330,064

Condensed Consolidated Statements of Cash Flows
	Nine Months Ended
	January 31
	2015			2014
Net Cash Provided by Operating Activities	$	35,997		$	23,544
Net Cash Used by Investing Activities	(43,516		)	(8,277		)
Free Cash Flow	(7,519		)	15,267
Net Cash Provided by Financing Activities	4,344			13,815
Net Increase (Decrease) in Cash and Cash Equivalents	(3,175		)	29,082
Cash and Cash Equivalents, Beginning of Period	135,700			96,971
Cash and Cash Equivalents, End of Period	$	132,525		$	126,053

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