10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGE ACT OF 1934
For the fiscalyear ended	April  30, 2014
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIESEXCHANGE ACT OF 1934
For the transition period from			to
Commission File Number:	000-14798
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia				54-1138147
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Name of each exchange on which registered
Common Stock (no par value)		NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes []  No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. 

Yes []  No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.See the definitions of “large accelerated filer,”“accelerated filer”and “smaller reporting company”  in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

Yes []  No [X]

The aggregate market value of the registrant's Common Stock, no par value, held by non-affiliates of the registrant as of October 31,  2013, the last business day of the Company’s most recent second quarter was $419,419,782.

As of June 16,2014,  15,514,527shares of the Registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on August 21,  2014 (“Proxy Statement”) are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	5
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6
	Executive Officers of the Registrant	6
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	9
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	44
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	44
Item 11.	Executive Compensation	45
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45
Item 13.	Certain Relationships and Related Transactions, and Director Independence	46
Item 14.	Principal Accounting Fees and Services	46
PART IV
Item 15.	Exhibits, Financial Statement Schedules	46
SIGNATURES		51

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PART I

Item 1.BUSINESS

American Woodmark Corporation (“American Woodmark” or the “Company”) manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. American Woodmark was incorporated in 1980 by the four principal managers of the Boise Cascade Cabinet Division through a leveraged buyout of that division. American Woodmark was operated privately until 1986 when it became a public company through a registered public offering of its common stock.

American Woodmark currently offers framed stock cabinets in approximately 600 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes 85 door designs in 19 colors. Stock cabinets consist of cabinet interiors of varying dimensions and construction options and a maple, oak, cherry, or hickory front frame, door and/or drawer front.

Products are sold under the brand names of American Woodmark®, Timberlake®, Shenandoah Cabinetry®, Potomac®, and Waypoint Living Spaces®.

American Woodmark’s products are sold on a national basis across the United States to the remodeling and new home construction markets. The Company services these markets through three primary channels: home centers, builders, and independent dealers and distributors. The Company provides complete turnkey installation services to its direct builder customers via its network of nine service centers that are strategically located throughout the United States. The Company distributes its products to each market channel directly from four assembly plants through a third party logistics network.

The primary raw materials used include hard maple, oak, cherry, soft maple, and hickory lumber and plywood. Additional raw materials include paint, particleboard, manufactured components, and hardware. The Company currently purchases paint from one supplier; however, other sources are available. Other raw materials are purchased from more than one source and are readily available.

American Woodmark operates in a highly fragmented industry that is composed of several thousand local, regional, and national manufacturers. The Company’s principal means for competition is its breadth and variety of product offering, expanded service capabilities, geographic reach and affordable quality. The Company believes it is one of the three largest manufacturers of kitchen cabinets in the United States.

The Company’s business has historically been subject to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters. General economic forces and changes in the Company’s customer mix have reduced seasonal fluctuations in revenue over the past few years. The Company does not consider its level of order backlog to be material.

In recognition of the cyclicality of the housing industry, the Company’s policy is to operate with a minimal amount of financial leverage.  The Company regularly maintains a debt to capital ratio of well below 20%, and working capital exclusive of cash of less than 6% of net sales.  At April 30, 2014, debt to capital was 9.7%, and working capital net of cash was 1.8% of net sales.

During the last fiscal year, American Woodmark had two primary customers, The Home Depot and Lowe’s Companies, Inc., which together accounted for approximately 49% of the Company’s sales in its fiscal year ended April 30, 2014 (fiscal 2014). The loss of either customer would have a material adverse effect on the Company.

As of May 31, 2014, the Company had 4,916 employees. None of the Company’s employees are represented by labor unions. The Company believes that its employee relations are good.

American Woodmark’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to those reports are available free of charge on the Company’s web site at www.americanwoodmark.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The contents of the Company’s web site are not, however, part of this report.

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Item 1A.RISK FACTORS

There are a number of business risks and uncertainties that may affect the Company’s business, results of operations and financial condition. These risks and uncertainties could cause future results to differ from past performance or expected results, including results described in statements elsewhere in this report that constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Additional risks and uncertainties not presently known to the Company or currently believed to be immaterial also may adversely impact the Company’s business. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, financial condition, and results of operations. These risks and uncertainties, which the Company considers to be most relevant to specific business activities, include, but are not limited to, the following, as well as additional risk factors included in Item 7A, "Quantitative and Qualitative Disclosures about Market Risk."  Additional risks and uncertainties that may affect the Company’s business, results of operations and financial condition are discussed elsewhere in this report, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Forward-Looking Statements,” “Seasonality,” and “Outlook for Fiscal 2015.”

The Company’s business is dependent upon remodeling activity and residential construction.  The Company’s results of operations are affected by levels of home improvement and residential construction activity, including repair and remodeling and new construction. Job creation levels, interest rates, availability of credit, energy costs, consumer confidence, national and regional economic conditions, and weather conditions and natural disasters can significantly impact levels of home improvement and residential construction activity.

Prolonged economic downturns may adversely impact the Company’s sales, earnings and liquidity.  Although they have recently rebounded, the Company’s fiscal 2014sales levels were13%  below their peak levels of 2006.  The Company’s industry historically has been cyclical in nature and has fluctuated with economic cycles. During economic downturns, the Company’s industry could experience longer periods of recession and greater declines than the general economy. The Company believes that its industry is significantly influenced by economic conditions generally and particularly by housing activity, consumer confidence, the level of personal discretionary spending, demographics and credit availability. These factors not only may affect the ultimate consumer of the Company’s products, but also may impact home centers, builders and the Company’s other primary customers. As a result, a worsening of economic conditions could adversely affect the Company’s sales and earnings as well as its cash flow and liquidity.

The Company’s future financial performance depends in part on the success of its new product development and other growth strategies.  The Company has increased its emphasis on new product development in recent years and continues to focus solely on organic growth. Consequently, the Company’s financial performance will, in part, reflect its success in implementing its growth strategies in its existing markets and in introducing new products.

The loss of, or a reduction in business from, either of the Company’s key customers would have a material adverse effect upon its business.  The size and importance to the Company of its two largest customers is significant. These customers could make significant changes in their volume of purchases and could otherwise significantly affect the terms and conditions on which the Company does business. Sales to The Home Depot and Lowe’s Companies, Inc. were approximately 49% of total company sales for fiscal 2014. Although builders, dealers, and other retailers represent other channels of distribution for the Company's products, an unplanned loss of a substantial portion of sales to The Home Depot or Lowe’s Companies, Inc. would have a material adverse impact on the Company.

Manufacturing expansion to add capacity could result in a decrease in the Company’s near-term earnings.  The Company continually reviews its manufacturing operations. These reviews could result in the expansion of capacity, functions, systems, or procedures, which in turn could result in inefficiencies for a period that would decrease near-term earnings until the additional capacity is in place and fully operating.  In addition, downturns in the economy could potentially have a larger impact on the Company as a result of this added capacity.

Impairment charges could reduce the Company’s profitability.  The Company has significant long-lived assets, including deferred tax assets, recorded on its balance sheets. If operating results decline or if the Company decides to restructure its operations as it did with the 2012 Restructuring Plan, the Company could incur impairment charges, which could have a material impact on its financial results. The Company evaluates the recoverability of the carrying amount of its long-lived assets on an ongoing basis. The outcome of future reviews could result in substantial impairment charges. Impairment assessments inherently involve judgments as to assumptions about market conditions and the Company’s ability to generate future cash flows and profitability, given those

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assumptions. Future events and changing market conditions may impact the Company’s assumptions as to prices, costs or other factors that may result in changes in the Company’s estimates.

The Company’s operating results are affected by the cost and availability of raw materials.  Because the Company is dependent on outside suppliers for raw material needs, it must obtain sufficient quantities of quality raw materials from its suppliers at acceptable prices and in a timely manner. The Company has no long-term supply contracts with its key suppliers. A substantial decrease in the availability of products from the Company’s suppliers, the loss of key supplier arrangements, or a substantial increase in the cost of its raw materials could adversely impact the Company’s results of operations.

The Company may not be able to maintain or raise the prices of its products in response to inflation and increasing costs.  Short-term market and competitive pressures may prohibit the Company from raising prices to offset inflationary raw material and freight costs, which would adversely impact profit margins.

Item 1B.UNRESOLVED STAFF COMMENTS

None.

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Item 2.PROPERTIES

American Woodmark leases its Corporate Office located in Winchester, Virginia. In addition, the Company leases 1 manufacturing facility in Hardy County, West Virginia and owns 8 manufacturing facilities located primarily in the eastern United States.  The Company also leases 9 primary service centers, 2 satellite service centers, and 3 additional office centers located throughout the United States that support the sale and distribution of products to each market channel. The Company considers its properties suitable for the business and adequate for its needs.

Primary properties as of April 30, 2014 include:

LOCATION	DESCRIPTION
Allegany County, MD	Manufacturing Facility
Berryville, VA	Service Center*
Coppell, TX	Service Center*
Gas City, IN	Manufacturing Facility
Hardy County, WV	Manufacturing Facility*
Houston, TX	Satellite Service Center*
Humboldt, TN	Manufacturing Facility
Huntersville, NC	Service Center*
Jackson, GA	Manufacturing Facility
Kingman, AZ	Manufacturing Facility
Kennesaw, GA	Service Center*
Montgomeryville, PA	Service Center*
Monticello, KY	Manufacturing Facility
Orange, VA	Manufacturing Facility
Orlando, FL	Service Center*
Raleigh, NC	Satellite Service Center*
Phoenix, AZ	Service Center*
Rancho Cordova, CA	Service Center*
Tampa, FL	Service Center*
Toccoa, GA	Manufacturing Facility
Winchester, VA	Corporate Office*
Winchester, VA	Office (Customer Service)*
Winchester, VA	Office (IT)*
Winchester, VA	Office (Product Dev./Logistics)*

*Leased facility.

In addition, American Woodmark owns a manufacturing facility that is permanently closed.

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Item 3.LEGAL PROCEEDINGS

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss: those that are probable, those that are reasonably possible and those that are deemed to be remote. The Company accounts for these loss contingencies in accordance with ASC 450. Where losses are deemed to be probable and estimable, accruals are made. Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure. In determining these loss range estimates, the Company considers known values of similar claims and consultation with independent counsel.

The Company believes that the aggregate range of estimated loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of April 30, 2014.

Also see the information under “Legal Matters” under “Note K – Commitments and Contingencies” to the Consolidated Financial Statements included in this report under Item 8. “Financial Statements and Supplementary Data.”

Item 4.MINE SAFETY DISCLOSURES

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

Executive officers of the Company are elected by the Board of Directors and generally hold office until the next annual election of officers. There are no family relationships between any executive officer and any other officer or director of the Company or any arrangement or understanding between any executive officer and any other person pursuant to which such officer was elected. The executive officers of the Company as of April 30, 2014 are as follows:

Name	Age	Position(s) Held During Past Five Years
Kent B. Guichard	58	Company Chairman, President and Chief Executive Officer from August 2009 to present; Company President and Chief Executive Officer from August 2007 to August 2009; Company Director from November 1997 to present.
M. Scott Culbreth	43	Company Senior Vice President and Chief Financial Officer from February 2014 to present; Chief Financial Officer of Piedmont Hardware Brands from September 2013 to February 2014; Vice President, Finance – Various Segments from 2011 to 2013 and Vice President – Hardware from 2009 to 2011 for Newell Rubbermaid.
S. Cary Dunston	49	Company Executive Vice President and Chief Operating Officer from August 2013 to present; Company Executive Vice President, Operations from September 2012 to August 2013; Company Senior Vice President, Manufacturing and Supply Chain Services from October 2006 to September 2012.
Bradley S. Boyer	55	Company Senior Vice President, Sales and Marketing Remodel from September 2010 to present; Company Vice President, Remodeling Sales and Marketing from July 2008 to September 2010; Company Vice President, Home Center Sales and Marketing from January 2005 to July 2008.
R. Perry Campbell	49	Company Senior Vice President and General Manager, New Construction from August 2013 to present; Company Vice President and General Manager, New Construction from May 2011 to August 2013; Company Vice President of Quality from February 2006 to April 2011.

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PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

American Woodmark Corporation common stock is listed on The NASDAQ Global Select Market under the “AMWD” symbol. Common stock per share market prices and cash dividends declared during the last two fiscal years were as follows:

	MARKET PRICE		DIVIDENDS
(in dollars)	High	Low	DECLARED
FISCAL 2014
First quarter	$39.49	$31.69	$0.00
Second quarter	37.74	31.26	0.00
Third quarter	39.97	32.43	0.00
Fourth quarter	36.51	29.86	0.00
FISCAL 2013
First quarter	$18.95	$15.46	$0.00
Second quarter	23.30	16.45	0.00
Third quarter	29.28	21.66	0.00
Fourth quarter	36.68	27.63	0.00

As of May 19, 2014, there were approximately 7,300 shareholders of record of the Company's common stock. Included are approximately 86% of the Company's employees, who are shareholders through the American Woodmark Stock Ownership Plan. The Company paid dividends on its common stock during the first quarter of 2012 and then its quarterly dividend was suspended.  The determination as to the payment and the amount of any future dividends will be made by the Board of Directors from time to time and will depend on the Company’s then-current financial condition, capital requirements, results of operations and any other factors then deemed relevant by the Board of Directors.

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The following table details share repurchases by the Company during the fourth quarter of fiscal 2014:

	Share Repurchases
	Total Number of Shares Purchased	Average Price Paid	Total Number of Shares Purchased as Part of Publicly Announced	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (000)
	(1)	Per Share	Programs	(1)
February 1 - 28, 2014	0	$                  -	0	$                  10,000
March 1 - 31, 2014	0	$                  -	0	$                  10,000
April 1 - 30, 2014	100,000	$           31.41	100,000	$                    6,859
Quarter ended April 30, 2014	100,000	$           31.41	100,000	$                    6,859

(1) On November 26, 2013, the Company announced that the Board of Directors of the Company had authorized the repurchase of up to $10 million of the Company’s common shares. Repurchases may be made from time to time through December 31, 2014 in the open market, or through privately negotiated transactions or otherwise, in compliance with applicable laws, rules and regulations, at prices and on terms the Company deems appropriate and subject to the Company’s cash requirements for other purposes, compliance with the covenants under the Company’s revolving credit facility, and other factors management deems relevant. The authorization does not obligate the Company to acquire a specific number of shares during any period, and the authorization may be modified, suspended or discontinued at any time at the discretion of the Board. Management expects to fund share repurchases using available cash and cash generated from operations. Repurchased shares will become authorized but unissued common shares. In the fourth quarter of fiscal 2014, the Company repurchased100,000 shares.  At April  30, 2014, $6.9 million remained authorized by the Company’s Board of Directors to repurchase the Company’s common shares.

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Item 6.  SELECTED FINANCIAL DATA

			FISCAL YEARS ENDED APRIL 30
(in millions except per share data)			20141		20131		20121,2		20112		20102
FINANCIAL STATEMENT DATA
	Net sales		$ 726.5		$ 630.4		$ 515.8		$ 452.6		$ 406.5
	Operating income (loss)		34.1		17.2		(33.4)		(31.1)		(37.3)
	Net income (loss)		20.5		9.8		(20.8)		(20.0)		(22.3)
	Earnings (loss) per share:
		Basic	1.34		0.67		(1.45)		(1.40)		(1.58)
		Diluted	1.31		0.66		(1.45)		(1.40)		(1.58)
	Depreciation and amortization expense		14.5		14.4		23.4		26.7		30.9
	Total assets		330.1		294.0		265.1		268.4		282.4
	Long-term debt, less current maturities		20.5		23.6		23.8		24.7		25.6
	Total shareholders' equity		190.5		146.2		130.0		154.0		175.3
	Cash dividends declared per share		0.00		0.00		0.09		0.36		0.36
	Average shares outstanding
		Basic	15.3		14.6		14.3		14.3		14.1
		Diluted	15.7		14.8		14.3		14.3		14.1
PERCENT OF SALES
	Gross profit		17.1	%	16.3	%	12.9	%	11.7	%	12.0	%
	Selling, general and administrative expenses		12.5		13.5		16.2		18.5		20.5
	Income (loss) before income taxes		4.5		2.7		(6.4)		(6.6)		(9.1)
	Net income (loss)		2.7		1.5		(4.0)		(4.4)		(5.5)
RATIO ANALYSIS
	Current ratio		2.9		2.6		2.2		2.4		2.5
	Inventory turnover3		19.8		20.4		19.2		16.1		12.3
	Collection period - days4		32.8		31.4		30.0		30.1		32.9
	Percentage of capital (long-term debt plus equity):
		Long-term debt, less current maturities	9.7	%	13.9	%	15.5	%	13.8	%	12.7	%
		Equity	90.3		86.1		84.5		86.2		87.3
	Return on equity (average %)		12.2		7.1		(14.6)		(12.2)		(11.8)

1	The Company announced plans to realign its manufacturing network during fiscal 2012.  The impact of these initiatives in fiscal 2012 increased operating loss, net loss and loss per share by $15,917,000, $9,710,000 and $0.68, respectively.  During fiscal 2013, the charges related to these initiatives decreased operating income, net income and earnings per share by $1,433,000, $874,000 and $.06, respectively.  During fiscal 2014, the credits related to these initiatives increased operating income, net income and earnings per share by $234,000, $142,000 and $0.01.
2	The Company performed a reduction-in-force of salaried personnel and announced plans to realign its manufacturing network during fiscal 2009.  During fiscal 2010, these initiatives increased operating loss, net loss and loss per share by $2,808,000, $1,722,000 and $0.12, respectively.  During fiscal 2011, these initiatives increased operating loss, net loss and loss per share by $62,000, $39,000 and $0.00, respectively.  During fiscal 2012, these initiatives increased operating loss, net loss and loss per share by $404,000, $246,000 and $0.01, respectively.
3	Based on the average of beginning and ending inventory.
4	Based on the ratio of average monthly customer receivables to average sales per day.

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table sets forth certain income and expense items as a percentage of net sales:

	PERCENTAGE OF NET SALES
	Fiscal Years Ended April 30
	2014		2013		2012
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales and distribution	82.9		83.7		87.1
Gross profit	17.1		16.3		12.9
Selling and marketing expenses	8.2		9.1		11.3
General and administrative expenses	4.3		4.4		4.9
Restructuring charges	0.0		0.2		3.2
Insurance recovery	0.0		(0.1)		0.0
Operating income (loss)	4.6		2.7		(6.5)
Interest expense/other (income) expense	0.1		0.1		(0.1)
Income (loss) before income taxes	4.5		2.7		(6.4)
Income tax expense (benefit)	1.8		1.1		(2.4)
Net income (loss)	2.7		1.5		(4.0)

The following discussion should be read in conjunction with the Selected Financial Data and the Consolidated Financial Statements and the related notes contained elsewhere in this report.

Forward-Looking Statements

This annual report contains statements concerning the Company’s expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify forward-looking statements by words such as “anticipate,” “estimate,” “forecast,” “expect,” “believe,” “should,” “could,” “would,” “plan,” “may,” or other similar words. Forward-looking statements contained in this annual report, including elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are based on current expectations and our actual results may differ materially from those projected in any forward-looking statements.  In addition, the Company participates in an industry that is subject to rapidly changing conditions and there are numerous factors that could cause the Company to experience a decline in sales and/or earnings or deterioration in financial condition.  Factors that could cause actual results to differ materially from those in forward-looking statements made in this report include but are not limited to:

· general economic or business conditions and instability in the financial and credit markets, including their potential impact on our (i) sales and operating costs and access to financing; and (ii) customers and suppliers and their ability to obtain financing or generate the cash necessary to conduct their respective businesses;

· the cyclical nature of the Company’s industry, which is particularly sensitive to changes in consumer confidence, the amount of consumers’ income available for discretionary purchases, and the availability and terms of consumer credit;

· economic weakness in a specific channel of distribution;

· the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor;

· risks associated with domestic manufacturing operations, including fluctuations in capacity utilization and the prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs and environmental compliance and remediation costs;

· the need to respond to price or product initiatives launched by a competitor;

· the Company’s ability to successfully implement initiatives related to increasing market share, new products, maintaining and increasing its sales force and new product displays; and

· sales growth at a rate that outpaces the Company’s ability to install new capacity or a sales decline that requires reduction or realignment of the Company’s manufacturing capacity.

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Additional information concerning the factors that could cause actual results to differ materially from those in forward-looking statements is contained in this annual report, including elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under Item 1A. “Risk Factors,” and Item 7A. “Quantitative and Qualitative Disclosures about Market Risk.”  While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a material adverse impact on its operating results and financial condition.

Any forward-looking statement that the Company makes speaks only as of the date of this annual report.  The Company undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events or otherwise, except as required by law.

Overview

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 home manufacturers and through a network of independent dealers and distributors. At April 30, 2014, the Company operated 9 manufacturing facilities and 9 service centers across the country. 

During the Company’s fiscal year that ended on April 30, 2014 (fiscal 2014), the Company continued to experience improving housing market conditions during the first half of fiscal 2014 and generally flat market conditions during the second half of fiscal 2014 as the recovery from the housing market downturn that began in 2007 stalled.  

A number of positive factors evidenced the improving housing market, including:

· The unemployment rate improved by 16% compared to April 2013, but was still elevated versus historical norms at 6.3% as of April 2014 according to data provided by the U.S. Department of Labor;

· A 7% improvement in Gross Private Residential Fixed Investment reported by the U.S. Department of Commerce during the most recent four quarters through the first quarter of calendar 2014, as compared with the same period one year ago;

· Increases in total housing starts and single family housing starts during the Company’s fiscal 2014 of 11% and 7%, respectively, as compared to the Company’s fiscal 2013, according to the U.S. Department of Commerce;

· The median price of existing homes sold in the U.S. rose by 5% during the Company’s fiscal 2014, according to data provided by the National Association of Realtors;

· Consumer sentiment, as reported by the University of Michigan, averaged 5% higher during the Company’s fiscal 2014 than in its prior fiscal year; and

· Cabinet sales, as reported by members of the Kitchen Cabinet Manufacturers Association (KCMA), increased by 19% during fiscal 2014, suggesting an increase in both new construction and remodeling sales of cabinets.

Despite these positive factors, the Company is still faced with a stagnant remodeling market and the Company’s largest remodeling customers and competitors continued to utilize sales promotions in the Company’s product category during fiscal 2014 to boost sales.  The Company strives to maintain its promotional levels in line with market activity, with a goal of remaining competitive. The Company experienced promotional levels during fiscal 2014 that were slightly lower than those experienced in its prior fiscal year. The Company’s remodeling sales were relatively flat during fiscal 2014 in a remodeling market that appears to have improved slightly.

The Company increased its net sales by 15% during fiscal 2014.  The Company realized strong sales gains in its new construction channel during fiscal 2014, where sales increased by more than 30%, significantly outpacing the improvement in single-family housing starts. Management believes this result indicates the Company realized market share gains in the new construction sales channel during fiscal 2014.

During the third quarter of fiscal 2012, the Company announced several initiatives designed to reduce its cost base (the 2012 Restructuring), including the permanent closure of two manufacturing plants, the decision to sell a previously closed manufacturing facility, and the realignment of its retirement program, including the freezing of its pension plans.  All of these initiatives were completed either prior to or just after the beginning of the Company’s

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fiscal 2013, and restructuring charges related to these actions have been reflected in the Company’s results for fiscal years 2014 and 2013.  

The Company recorded restructuring charges of $1.4 million (pre-tax) and $0.9 million (after-tax) during fiscal 2013 and $(0.2) million (pre-tax) and $(0.1) million (after-tax) during fiscal 2014 in connection with these initiatives.  Because the bulk of these restructuring efforts have been completed, the Company expects that its future out-of-pocket costs will be nominal. The Company sold a previously closed plant during fiscal 2013 and another previously closed plant during fiscal 2014 and continues to include in “Other Assets” an aggregate $1.0 million book value for the remaining plant held for sale that was included in the 2012 Restructuring.

Gross margin for fiscal 2014 was 17.1%, improved from 16.3% in fiscal 2013.  The increase in the Company’s gross margin rate was driven by the beneficial impact of increased sales volume, favorable sales mix and efficiencies in freight, labor and overhead, which more than offset the impact of rising materials costs. 

The Company regularly considers the need for a valuation allowance against its deferred tax assets.  The Company had a history of profitable operations for 16 consecutive years, from 1994 to 2009, followed by losses that coincided with the industry downturn from 2010 to 2012.  As of April 30, 2014, the Company had total deferred tax assets of $29.9 million, down from $39.2 million at April 30, 2013.  Growth in the Company’s deferred tax assets in recent fiscal years prior to fiscal 2013resulted primarily from growth in its defined benefit pension liabilities and the impact of its recent losses prior to fiscal 2013.  The Company earned sufficient net income during fiscal 2013 to fully utilize its Federal net operating loss carryforward. To fully realize its remaining net deferred tax assets, the Company will need to, among other things, substantially reduce its unfunded pension obligation of $41.5 million at April 30, 2014.  The Company took definitive actions when it froze its pension plans as part of the 2012 Restructuring to enhance the probability that this objective is achieved in the future.

The Company resumed the funding of its pension plans during fiscal year 2012, and expects to continue funding these plans for the foreseeable future, which will reduce both its unfunded pension plan obligation and its deferred tax asset. These actions, coupled with the recent improvement in the U.S. housing market and the Company’s continued ability to grow its sales at a faster rate than its competitors, have enabled the Company to generate net income and reduce its deferred tax assets and unfunded pension obligation during fiscal 2013 and 2014.  The Company believes that the positive evidence of the housing industry improvement, coupled with the benefits from the Company’s successful restructuring and continued market share gains have already driven a return to profitability that is expected to continue, and that the combined impact of these positive factors outweighs the negative factor of the Company’s previous losses.  Accordingly, Management has concluded it is more likely than not that the Company will realize its deferred tax assets.

The Company also regularly assesses its long-lived assets to determine if any impairment has occurred.  The Company has concluded that none of the long-lived assets pertaining to its 9 manufacturing plants or any of its other long-lived assets were impaired as of April 30, 2014. 

Results of Operations

	FISCAL YEARS ENDED APRIL 30
(in thousands)	2014	2013	2012	2014 vs. 2013 PERCENT CHANGE		2013 vs. 2012 PERCENT CHANGE
Net sales	$ 726,515	$ 630,437	$ 515,814	15	%	22	%
Gross profit	124,177	102,656	66,475	21		54
Selling and marketing expenses	59,536	57,402	58,271	4		(1)
General and administrative expenses	30,881	27,575	25,329	12		9
Interest expense	728	643	527	13		22

Net Sales

Net sales were $726.5 million in fiscal 2014, an increase of $96.1 million, or 15%, compared with fiscal 2013.  Overall unit volume for fiscal 2014 was 10% higher than in fiscal 2013, which was driven primarily by the

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Company’s increased new construction volume. Average revenue per unit increased 5% in fiscal 2014, driven by improvements in the Company’s sales mix and pricing.

Net sales for fiscal 2013 increased 22% to $630.4 million from $515.8 million in fiscal 2012.  Overall unit volume for fiscal 2013 was 17% higher than in fiscal 2012, which management believes was driven primarily by the Company’s increased market share.  Average revenue per unit increased 4% during fiscal 2013, driven primarily by improvements in product mix.

Gross Profit

Gross profit as a percentage of sales increased to 17.1% in fiscal 2014 as compared with 16.3% in fiscal 2013. The improvement in gross profit margin was due primarily to the beneficial impact of higher sales volume and improved labor efficiency.  This favorability was partially offset by an increase in material costs.   Specific changes and additional information included:

· Labor costs improved by 2.4% as a percentage of net sales compared with the prior fiscal year, as increased sales volume resulted in more efficient labor costs than in the prior fiscal year;

· Freight costs improved by 0.4% as a percentage of net sales compared with the prior fiscal year, due to mix and higher volume across our delivery network;

· Materials costs increased as a percentage of net sales by 1.0% during fiscal 2014 as compared with fiscal 2013, driven primarily by inflationary pressures in hardwood lumber, plywood, particleboard and liner board; and

· Overhead and installation costs increased by 1.0% as a percentage of net sales as compared with fiscal 2013 due to increased spending for infrastructure to support higher levels of anticipated sales and installation activity.  This increase was partially offset by the increased sales volume as increased utilization resulted in leverage on our semi-fixed and fixed costs.

During fiscal 2013, the Company’s gross profit increased as a percentage of net sales to 16.3% from 12.9% in fiscal 2012.  The improvement in gross profit margin was due primarily to the beneficial impact of higher sales volume and labor and overhead cost savings associated with the Company’s two plant closures in April and May of 2012.  This favorability was partially offset by an increase in material costs.   Specific changes and additional information included:

· Labor and overhead costs improved by 3.6% as a percentage of net sales during fiscal 2013 compared with the prior fiscal year, as the combination of the increased sales volume and the plant closures caused both a decrease in overhead costs and improved absorption of fixed overhead costs, while labor costs became increasingly more efficient throughout fiscal 2013 as productivity gains were realized following the plant closures;

· Materials and freight costs increased as a percentage of net sales by 1.6% during fiscal 2013 as compared with fiscal 2012, driven primarily by inflationary pressures in finishing materials, lumber, cartons, plywood, particleboard and paint, as well as from increased levels of outsourcing following the plant closures; and

· Sales promotion costs improved by 1.4% of net sales during fiscal 2013 compared with the prior year, as a result of both an increased proportion of new construction sales to the Company’s total sales and reduced promotional activity. 

Selling and Marketing Expenses

Selling and marketing expenses in fiscal 2014 were 8.2% of net sales, compared with 9.1% of net sales in fiscal 2013.  Selling and marketing costs increased by 4% despite a 15% increase in net sales.  The improvement in sales and marketing costs in relation to net sales was due to reduced spending on product launch costs, which were offset in part by increased sales compensation and staffing costs related to the Company’s increased sales levels.

Selling and marketing expenses were 9.1% of net sales in fiscal 2013 compared with 11.3% in fiscal 2012. The improvement in sales and marketing costs in relation to net sales was due to reduced spending on product launch costs and cost reductions related to the Company’s retirement plan changes, which were offset in part by increased sales compensation and staffing costs related to the Company’s increased sales levels.

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General and Administrative Expenses

General and administrative expenses increased by $3.3 million or 12% during fiscal 2014. The increase in cost was related to increased pay-for-performance compensation and one-time personnel related costs.  However, general and administrative costs declined to 4.3% of net sales in fiscal 2014 compared with 4.4% of net sales in fiscal 2013.

General and administrative expenses in fiscal 2013 increased by $2.2 million, or 9%, compared with fiscal 2012 and represented 4.4% of net sales, compared with 4.9% of net sales for fiscal 2012. The increase in cost was related to increased pay-for-performance compensation.

Effective Income Tax Rates

The Company generated pre-tax income of $33.7 million during fiscal 2014.  The Company’s effective tax rate decreased from 41.7% in fiscal 2013 to 39.2% in fiscal 2014.  The lower effective tax rate was the result of the Company operating at a higher net income than the prior year period and more favorable permanent tax differences.

Outlook for Fiscal 2015

The Company tracks several metrics, including but not limited to housing starts, existing home sales, mortgage interest rates, new jobs growth, GDP growth and consumer confidence, which it believes are leading indicators of overall demand for kitchen and bath cabinetry. The Company believes that housing prices will continue to improve, driven by employment growth and a resumption of growth in new household formation. However, the Company expects that while the cabinet remodeling market will show modest improvement during fiscal 2015 it will continue to be below historical averages.

The Company expects that industry-wide cabinet remodeling sales will continue to be challenged until economic trends remain consistently favorable.  Growth is expected at roughly a mid-single digit rate during the Company’s fiscal 2015. The Company expects that its home center market share will be relatively stable in fiscal 2015 and it will continue to gain market share in its growing dealer business. This combination is expected to result in remodeling sales growth that reflects the market.

The Company believes, based on available information, that new construction starts will grow double digit during its fiscal 2015 with stronger growth projected in the second half of the year. The Company’s new construction sales growth outperformed the new construction market during fiscal 2014, and expects that it will again outperform the new construction market during fiscal 2015 but by a lesser rate than fiscal 2014, as its comparable prior year sales levels become more challenging.

Inclusive of the potential for modest sales mix and pricing improvements, the Company expects that it will grow its total sales at a mid-teen rate in fiscal 2015. The Company experienced material inflation throughout fiscal 2014 as well as negative impacts in the third and fourth quarter from our decision to retain crewing and infrastructure to support our new construction business.  Although material inflation will continue in fiscal 2015, the Company expects that its gross margin rate and net income for fiscal 2015 will improve compared with its fiscal 2014 performance.

The Company had gross outlays for capital expenditures and customer display units of $11.4 million during fiscal 2014, and plans to increase its base spending level during fiscal 2015. However, the Company is undertaking a multi-year review of its manufacturing capacity and capital expenditure plans which could cause its capital expenditures to exceed this base level.

Additional risks and uncertainties that could affect the Company’s results of operations and financial condition are discussed elsewhere in this annual report, including under “Forward-Looking Statements,” and elsewhere in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as under Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures about Market Risk.”

Liquidity and Capital Resources

The Company’s cash and cash equivalents totaled $135.7 million at April 30, 2014, which represented an increase of $38.7 million from April 30, 2013.  Total debt was $21.6 million at April 30, 2014, $3.1 million lower than the prior fiscal year and long-term debt, excluding current maturities, to capital was 9.7% at April 30, 2014, down from 13.9% at April 30, 2013.

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The Company’s main source of liquidity is its cash and cash equivalents on hand and cash generated from its operating activities.  The Company also has a $35 million secured revolving credit facility with Wells Fargo Bank, N.A., which expires on December 31, 2015.  This facility had an available borrowing base of $25 million at April 30, 2014.

OPERATING ACTIVITIES

Cash provided by operating activities in fiscal 2014 was $40.5 million, compared with $24.5 million in fiscal 2013. The $16.0 million improvement was primarily attributable to the Company’s $10.7 million improvement in net income and a $3.5 million decrease in cash used for the Company’s working capital investment in inventory and customer receivables.

Cash provided by operating activities in fiscal 2013 was $24.5 million, compared with $16.1 million in fiscal 2012.  The $8.4 million improvement was primarily attributable to the Company’s $22.9 million improvement in net income and reduction in asset impairments related to the 2012 Restructuring. This improvement was offset in part by a $13.6 million net working capital  investment in the Company’s operating assets and liabilities to fund growth and increased contributions to its pension plans of $2.0 million.

INVESTING ACTIVITIES

The Company’s investing activities primarily consist of capital expenditures and investments in promotional displays. Net cash used by investing activities in fiscal 2014 was $9.6 million, compared with $6.1 million in fiscal 2013 and $9.9 million in fiscal 2012. Investments in property, plant and equipment for fiscal 2014 were $7.9 million, compared with $8.9 million in fiscal 2013 and $6.7 million in fiscal 2012. Investments in promotional displays were $3.5 million in fiscal 2014, compared with $4.8 million in fiscal 2013 and $3.3 million in fiscal 2012. The levels of investment in property, plant and equipment and promotional displays decreased during fiscal 2014 primarily due to a decrease in the enhancements made to machinery and equipment during the fiscal year and a decrease in the number of display units deployed with customers in fiscal 2014.

During fiscal 2014, the Company’s increased net cash used for investing activities was driven by a $5.7 million decrease in proceeds from the sale of assets from closed plants and insurance proceeds compared to the prior year, offset by the aggregate $2.2 million decrease in outflows for capital expenditures and promotional displays.

The Company generated positive free cash flow (defined as cash provided by operating activities less cash used for investing activities) of $30.9 million during fiscal 2014, compared with $18.4 million in fiscal 2013 and $6.1 million in fiscal 2012. The increase in fiscal 2014 was driven by the net improvements in cash provided by operating activities, which more than offset the increased net outflows used for investing activities. The increase in fiscal 2013 was driven by the net improvements in both cash provided by operating activities and decreased net outflows used for investing activities.

FINANCING ACTIVITIES

The Company realized a net inflow of $7.8 million from financing activities in fiscal 2014, compared with $11.9 million in fiscal 2013, and $5.1 million in fiscal 2012.  Reductions in the amount of restricted cash previously required under the Company’s credit facility drove inflows of approximately $7 million in both fiscal 2013 and 2012. Additional proceeds of $15.3 million and $5.9 million, respectively, were generated during fiscal 2014 and 2013 from the exercise of stock options. During fiscal 2014 $4.5 million was used to repay long-term debt, compared with approximately $1 million in both fiscal 2013 and 2012, while fiscal 2012 was further impacted by dividend payments to shareholders of $1.3 million.The Company elected to suspend its quarterly dividend during fiscal 2012.

The Company ended fiscal 2014 with a record level of nearly $136 million in cash and cash equivalents. Under a stock repurchase authorization approved by its Board of Directors on November 21, 2013, the Company is authorized to purchase up to $10 million of the Company’s common shares.  Repurchases may be made from time to time through December 31, 2014 at prices and on terms the Company deems appropriate.  At April 30, 2014, approximately $6.9 million remained authorized by the Company’s Board of Directors to repurchase shares of the Company’s common stock.  The Company purchased a total of 100,000 shares of its common stock, for $3.1 million, during fiscal 2014. The Company continues to evaluate its cash on hand and prospects for future cash generation, and compare these against its plans for future capital expenditures. Although the evaluation of its future capital expenditures is ongoing, the Company expects that it will make repurchases of its common stock from time

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to time during fiscal 2015 subject to the Company’s financial condition, capital requirements, results of operations and any other factors then deemed relevant.

The Company can borrow up to $35 million under the Wells Fargo credit facility, subject to a maximum borrowing base equal to 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value (each as defined in the agreement) less any outstanding loan balance.  At April 30, 2014, $10 million of loans and $5.3 million of letters of credit were outstanding under the Wells Fargo facility, and the Company had additional borrowing base availability of $25.0 million.  

The Company’s outstanding indebtedness and other obligations to Wells Fargo are secured by substantially all of the Company’s assets.  Any outstanding loan balance bears interest at the London Interbank Offered Rate (LIBOR) (0.25% at April 30, 2014) plus 2.37%. Under the terms of the revolving credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.25 to 1.0 measured on a rolling four-quarter basis; and (3) comply with other customary affirmative and negative covenants.

The Company was in compliance with all covenants specified in the amended credit facility as of April 30, 2014, including as follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2014 was 0.73 to 1.0; and (2) cash flow to fixed charges for its most recent four quarters was 3.43 to 1.0. 

The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the Company is in compliance with these covenants. 

Cash flow from operations combined with accumulated cash and cash equivalents on hand are expected to be more than sufficient to support forecasted working capital requirements, service existing debt obligations and fund capital expenditures for fiscal 2015.

The timing of the Company’s contractual obligations as of April 30, 2014 is summarized in the table below:

	FISCAL YEARS ENDED APRIL 30
(in thousands)	Total Amounts	2015	2016-2017	2018-2019	2020 and Thereafter
Revolving credit facility	$ 10,000	$ 0	$ 10,000	$ 0	$ 0
Economic development loans	3,480	0	0	2,190	1,290
Capital lease obligations	8,119	1,146	2,301	1,374	3,298
Interest on long-term debt1	1,861	603	700	353	205
Operating lease obligations	8,857	3,257	4,367	979	254
Pension contributions2	30,719	4,269	11,670	10,990	3,790
Total	$ 63,036	$ 9,275	$ 29,038	$ 15,886	$ 8,837

1Interest commitments under interest bearing debt consist of interest under the Company’s primary loan agreement and capitalized lease agreements. Amounts outstanding under the Company’s revolving credit facility, $10 million at April 30, 2014, bear a variable interest rate determined by the London Interbank Offered Rate (LIBOR) plus 2.37%. Interest under the Company’s capitalized lease agreements is fixed at rates between 2% and 6.5%.  Interest commitments under interest bearing debt for the Company’s revolving credit facility are at LIBOR plus the spread as of April 30, 2014, throughout the remaining term of the facility.

2The estimated cost of the Company’s two defined benefit pension plans is determined annually based upon the discount rate and other assumptions at fiscal year end. Future pension funding contributions beyond fiscal 2020 have not been determined at this time.

SEASONALITY

The Company’s business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

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For additional discussion of risks that could affect the Company and its business, see “Forward-Looking Statements” above, as well as Item 1A. “Risk Factors” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk.”

OFF-BALANCE SHEET ARRANGEMENTS

As of April 30, 2014 and 2013, the Company had no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

Management has chosen accounting policies that are necessary to give reasonable assurance that the Company’s operational results and financial position are accurately and fairly reported. The significant accounting policies of the Company are disclosed in Note A to the Consolidated Financial Statements included in this annual report. The following discussion addresses the accounting policies that management believes have the greatest potential impact on the presentation of the financial condition and operating results of the Company for the periods being reported and that require the most judgment.

Management regularly reviews these critical accounting policies and estimates with the Audit Committee of the Board of Directors.

Revenue Recognition.  The Company utilizes signed sales agreements that provide for transfer of title to the customer upon delivery. The Company must estimate the amount of sales that have been transferred to third-party carriers but not delivered to customers. The estimate is calculated using a lag factor determined by analyzing the actual difference between shipment date and delivery date of orders over the past 12 months. Revenue is only recognized on those shipments which the Company believes have been delivered to the customer. 

The Company recognizes revenue based on the invoice price less allowances for sales returns, cash discounts and other deductions as required under U.S. generally accepted accounting principles (GAAP). Collection is reasonably assured as determined through an analysis of accounts receivable data, including historical product returns and the evaluation of each customer’s ability to pay. Allowances for sales returns are based on the historical relationship between shipments and returns. The Company believes that its historical experience is an accurate reflection of future returns.

Self Insurance.  The Company is self-insured for certain costs related to employee medical coverage and workers’ compensation liability. The Company maintains stop-loss coverage with third-party insurers to limit total exposure. The Company establishes a liability at each balance sheet date based on estimates for a variety of factors that influence the Company’s ultimate cost. In the event that actual experience is substantially different from the estimates, the financial results for the period could be adversely affected. The Company believes that the methodologies used to estimate all factors related to employee medical coverage and workers’ compensation are an accurate reflection of the liability as of the date of the balance sheet.

Pensions.  The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees hired prior to April 30, 2012.

Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salaried defined benefit pension plans.

The estimated expense, benefits and pension obligations of these plans are determined using various assumptions. The most significant assumptions are the long-term expected rate of return on plan assets and the discount rate used to determine the present value of the pension obligations. In fiscal 2014 and 2013, the Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe Yield Curve. The Company believes that using a yield curve approach accurately reflects changes in the present value of liabilities over time since each cash flow is discounted at the rate at which it could effectively be settled. The long-term expected rate of return on plan assets reflects the current mix of the plan assets invested in equities and bonds.

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The following is a summary of the potential impact of a hypothetical 1% change in actuarial assumptions for the discount rate, expected return on plan assets and consumer price index:

(in millions)	IMPACT OF 1% INCREASE		IMPACT OF 1% DECREASE
(decrease) increase
Effect on annual pension expense	$	(1.1)	$	1.1
Effect on projected pension benefit obligation	$	(19.4)	$	24.4

Pension expense for fiscal 2014 and the assumptions used in that calculation are presented in Note H of the Consolidated Financial Statements.  At April 30, 2014, the discount rate was 4.56% compared with 4.21% at April 30, 2013. The expected return on plan assets was 7.5% at both April 30, 2014, and April 30, 2013. The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans as of that date.

The projected performance of the Company’s pension plans is largely dependent on the assumptions used to measure the obligations of the plans and to estimate future performance of the plans’ invested assets. Over the past two measurement periods, the most material deviations between results based on assumptions and the actual plan performance have resulted from changes to the discount rate used to measure the plans’ benefit obligations and the actual return on plan assets.  Accounting guidelines require the discount rate to be set to a current market rate at each annual measurement date. From the fiscal 2012 to fiscal 2013 measurement dates, the discount rate decreased from 4.66% at April 30, 2012 to 4.21% at April 30, 2013, which caused an actuarial loss of $10.8 million.  From the fiscal 2013 to fiscal 2014 measurement dates, the discount rate increased from 4.21% to 4.56% which caused an actuarial gain of $7.6 million.

The Company strives to balance expected long-term returns and short-term volatility of pension plan assets. Favorable and unfavorable differences between the assumed and actual returns on plan assets are generally amortized over a period no longer than the average life expectancy of the plans’ active participants. The actual rates of return on plan assets realized, net of investment manager fees, were 9.4%, 10.2% and 3.1% for fiscal 2014, 2013 and 2012, respectively.

The fair value of plan assets at April 30, 2014 was $102.6 million compared with $95.7 million at April 30, 2013. The Company’s projected benefit obligation exceeded plan assets by $41.5 million in fiscal 2014 and by $53.7 million in fiscal 2013. The $12.2 million decrease in the Company’s net under-funded position during fiscal 2014 was primarily driven by the Company’s $7.6 million actuarial gains, greater than expected return on plan assets and Company contributions.  The Company expects its pension expense to decrease from $0.2 million in fiscal 2014 to $(0.3) million in fiscal 2015, due primarily to the increase in assets due to investment returns and Company contributions.  The Company expects to contribute $4.3 million to its pension plans in fiscal 2015, which represents required funding.  The Company made contributions of $2.3 million to its pension plans in fiscal 2014. 

Valuation of Deferred Tax Assets.  The Company regularly considers the need for a valuation allowance against its deferred tax assets.  Based upon the Company’s analysis at April 30, 2014 and 2013, the Company determined in each case that a valuation allowance was not required.  The Company considered all available evidence, both positive and negative, in determining the need for a valuation allowance.  Based upon this analysis, management determined that it is more likely than not that the Company’s deferred tax assets will be realized through expected future income and the reversal of taxable temporary differences.  The Company will continue to update this analysis on a periodic basis and changes in expectations about future income or the timing of the reversal of taxable temporary differences could cause the Company to record a valuation allowance in a future period.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is

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required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.  The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements.  The Company adopted this guidance effective May 1, 2013 with no significant impact on the Company’s results of operations or financial position.

Item 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The costs of the Company’s products are subject to inflationary pressures and commodity price fluctuations.  The Company has generally been able, over time, to recover the effects of inflation and commodity price fluctuations through sales price increases.

On April 30, 2014, the Company had no material exposure to changes in interest rates for its debt agreements.

The Company does not currently use commodity or interest rate derivatives or similar financial instruments to manage its commodity price or interest rate risks.

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Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED BALANCE SHEETS

		APRIL 30
(in thousands, except share and per share data)		2014		2013
ASSETS
Current Assets
Cash and cash equivalents	$	135,700	$	96,971
Customer receivables, net		46,475		39,044
Inventories		31,523		29,338
Prepaid expenses and other		3,862		3,084
Deferred income taxes		7,856		9,481
Total Current Assets		225,416		177,918
Property, plant and equipment, net		74,049		74,064
Promotional displays, net		5,571		5,811
Deferred income taxes		19,194		29,262
Other assets		5,834		6,938
TOTAL ASSETS	$	330,064	$	293,993
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	29,175	$	23,306
Current maturities of long-term debt		1,146		1,155
Accrued compensation and related expenses		28,156		26,213
Accrued marketing expenses		8,089		10,159
Other accrued expenses		9,853		8,275
Total Current Liabilities		76,419		69,108
Long-term debt, less current maturities		20,453		23,594
Defined benefit pension liabilities		41,543		53,696
Other long-term liabilities		1,104		1,400
Shareholders' Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued		0		0
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares:  at April 30, 2014: 15,476,298, at April 30, 2013: 14,822,580		127,371		107,165
Retained earnings		89,154		71,180
Accumulated other comprehensive loss -
Defined benefit pension plans		(25,980)		(32,150)
Total Shareholders' Equity		190,545		146,195
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	330,064	$	293,993
See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

		FISCAL YEARS ENDED APRIL 30
(in thousands, except per share data)		2014		2013		2012
Net sales	$	726,515	$	630,437	$	515,814
Cost of sales and distribution		602,338		527,781		449,339
Gross Profit		124,177		102,656		66,475
Selling and marketing expenses		59,536		57,402		58,271
General and administrative expenses		30,881		27,575		25,329
Restructuring charges, net		(234)		1,433		16,321
Insurance proceeds		(94)		(975)		0
Operating Income (Loss)		34,088		17,221		(33,446)
Interest expense		728		643		527
Other income		(310)		(162)		(685)
Income (Loss) Before Income Taxes		33,670		16,740		(33,288)
Income tax expense (benefit)		13,209		6,982		(12,502)
Net Income (Loss)	$	20,461	$	9,758	$	(20,786)
SHARE INFORMATION
Earnings (loss) per share
Basic	$	1.34	$	0.67	$	(1.45)
Diluted		1.31		0.66		(1.45)
Cash dividends per share		0.00		0.00		0.09
See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

		FISCAL YEARS ENDED APRIL 30
(in thousands)		2014		2013		2012
Net income (loss)	$	20,461	$	9,758	$	(20,786)
Other comprehensive income (loss) net of tax:
Change in pension benefits, net of deferred taxes
of $3,944, $2,905 and $3,624, respectively		6,170		(4,543)		(5,669)
Total Comprehensive Income (Loss)	$	26,631	$	5,215	$	(26,455)
See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

				ACCUMULATED
				OTHER	TOTAL
	COMMON STOCK		RETAINED	COMPREHENSIVE	SHAREHOLDERS'
(in thousands, except share data)	SHARES	AMOUNT	EARNINGS	LOSS	EQUITY
Balance, May 1, 2011	14,295,540	$ 92,408	$ 83,495	($21,938)	$ 153,965
Net loss			(20,786)		(20,786)
Other comprehensive loss,
net of tax				(5,669)	(5,669)
Stock-based compensation		3,413			3,413
Adjustments to excess tax
benefit from stock-based
compensation		(859)			(859)
Cash dividends			(1,287)		(1,287)
Exercise of stock-based
compensation awards	19,410	12			12
Employee benefit plan
contributions	80,323	1,231			1,231
Balance, April 30, 2012	14,395,273	$ 96,205	$ 61,422	($27,607)	$ 130,020
Net income			9,758		9,758
Other comprehensive loss,
net of tax				(4,543)	(4,543)
Stock-based compensation		3,509			3,509
Adjustments to excess tax
benefit from stock-based
compensation		(650)			(650)
Exercise of stock-based
compensation awards	328,490	5,768			5,768
Employee benefit plan
contributions	98,817	2,333			2,333
Balance, April 30, 2013	14,822,580	$ 107,165	$ 71,180	($32,150)	$ 146,195
Net income			20,461		20,461
Other comprehensive income,
net of tax				6,170	6,170
Stock-based compensation		3,295			3,295
Adjustments to excess tax
benefit from stock-based
compensation		600			600
Exercise of stock-based
compensation awards	643,558	13,122			13,122
Stock repurchases	(100,000)	(654)	(2,487)		(3,141)
Employee benefit plan
contributions	110,160	3,843			3,843
Balance, April 30, 2014	15,476,298	$ 127,371	$ 89,154	($25,980)	$ 190,545
See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

		FISCAL YEARS ENDED APRIL 30
(in thousands)		2014		2013		2012
OPERATING ACTIVITIES
Net income (loss)	$	20,461	$	9,758	$	(20,786)
Adjustments to reconcile net income (loss) to net cash and
cash equivalents provided by operating activities:
Depreciation and amortization		14,545		14,431		23,387
Net loss on disposal of property, plant and equipment		123		231		180
Impairment loss related to restructuring activities		0		270		7,913
(Gain) loss on sales of assets held for sale		(323)		(481)		111
Gain on insurance recoveries		(94)		(975)		0
Stock-based compensation expense		3,295		3,509		3,413
Deferred income taxes		7,978		5,789		(12,290)
Pension contributions (in excess of) less than expense		(2,039)		(4,299)		4,528
Tax benefit from stock-based compensation		(854)		(18)		0
Other non-cash items		1,209		944		867
Changes in operating assets and liabilities:
Customer receivables		(7,546)		(6,825)		(1,533)
Inventories		(2,875)		(7,068)		115
Prepaid expenses and other assets		(1,236)		(1,669)		(320)
Accounts payable		5,869		3,814		923
Accrued compensation, marketing and other accrued expenses		2,022		7,116		9,545
Net Cash Provided by Operating Activities		40,535		24,527		16,053
INVESTING ACTIVITIES
Payments to acquire property, plant and equipment		(7,903)		(8,860)		(6,679)
Proceeds from sales of property, plant and equipment		81		80		15
Proceeds from sales of assets held for sale		1,644		6,447		56
Proceeds from insurance recoveries		94		975		0
Investment in promotional displays		(3,499)		(4,759)		(3,310)
Net Cash Used by Investing Activities		(9,583)		(6,117)		(9,918)
FINANCING ACTIVITIES
Payments of long-term debt		(4,516)		(1,019)		(1,021)
Change in restricted cash		0		7,064		7,355
Tax benefit from stock-based compensation		854		18		0
Proceeds from issuance of common stock and other		15,330		5,878		18
Repurchase of common stock		(3,141)		0		0
Notes receivable, net		(750)		0		0
Payment of dividends		0		0		(1,287)
Net Cash Provided by Financing Activities		7,777		11,941		5,065
Net Increase in Cash and Cash Equivalents		38,729		30,351		11,200
Cash and Cash Equivalents, Beginning of Year		96,971		66,620		55,420
Cash and Cash Equivalents, End of Year	$	135,700	$	96,971	$	66,620
See notes to consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A -- Summary of Significant Accounting Policies

The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company's products are sold across the United States through a network of independent dealers and distributors and directly to home centers and major builders.

The following is a description of the Company’s significant accounting policies:

Principles of Consolidation and Basis of Presentation:  The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition:  The Company recognizes revenue when product is delivered to the customer and title has passed. Revenue is based on invoice price less allowances for sales returns, cash discounts and other deductions.

Cost of Sales and Distribution:  Cost of sales and distribution includes all costs associated with the manufacture and distribution of the Company’s products including the costs of shipping and handling.

Advertising Costs:  Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2014, 2013 and 2012 were $30.4 million, $36.5 million and $37.4 million, respectively.

Cash and Cash Equivalents:  Cash in excess of operating requirements is invested in money market accounts which are carried at cost (which approximates fair value). The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents were $38.9 million at both April 30, 2014 and 2013.

Inventories:  Inventories are stated at lower of cost or market. Inventory costs are determined by the last-in, first-out (LIFO) method.

The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the first-in, first-out method (FIFO). FIFO inventory cost approximates replacement cost.

Property, Plant and Equipment:  Property, plant and equipment is stated on the basis of cost less accumulated depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from 15 to 30 years for buildings and improvements and 3 to 10 years for machinery and equipment. Assets under capital leases are amortized over the shorter of their estimated useful lives or the term of the related lease.

Impairment of Long-Lived Assets:  The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During fiscal years 2014, 2013 and 2012, the Company concluded no impairment existed, except for impairments related to restructuring activities.

Promotional Displays:  The Company invests in promotional displays in retail stores to demonstrate product features, product and quality specifications and serve as a training tool for retail kitchen designers. The Company invests in these long-lived productive assets to provide the aforementioned benefits. The Company's investment in promotional displays is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over periods of 30 to 36 months (the estimated period of benefit). Promotional display amortization expense for fiscal years 2014, 2013 and 2012 was $3.7 million, $4.0 million and $5.6 million, respectively, and is included in selling and marketing expenses.

Income Taxes:  The Company accounts for deferred income taxes utilizing the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statement amounts and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which these items are expected to reverse. At each reporting date, the Company evaluates the need for a valuation allowance to adjust deferred tax assets and liabilities to an amount that more likely than not will be realized.

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Pensions:  The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees hired before April 30, 2012.  Both defined benefit pension plans were frozen effective April 30, 2012.  The Company recognizes the overfunded or underfunded status of its defined benefit pension plans, measured as the difference between the fair value of plan assets and the benefit obligation, in its consolidated balance sheets. The Company also recognizes the actuarial gains and losses and the prior service costs, credits and transition costs as a component of other comprehensive income (loss), net of tax. 

Stock-Based Compensation:  The Company recognizes stock-based compensation expense based on the grant date fair value over the requisite service period. 

Recent Accounting Pronouncements:  In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.  The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements.  The Company adopted this guidance effective May 1, 2013 with no significant impact on the Company’s results of operations or financial position.

Use of Estimates:  The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates.

Reclassifications:  Certain reclassifications have been made to prior period balances to conform to the current year presentation, including between components of property, plant and equipment.

Note B -- Customer Receivables

The components of customer receivables were:

		APRIL 30
(in thousands)		2014		2013
Gross customer receivables	$	48,943	$	41,397
Less:
Allowance for doubtful accounts		(102)		(148)
Allowance for returns and discounts		(2,366)		(2,205)
Net customer receivables	$	46,475	$	39,044

Note C -- Inventories

The components of inventories were:

		APRIL 30
(in thousands)		2014		2013
Raw materials	$	13,756	$	11,823
Work-in-process		19,179		17,170
Finished goods		13,439		11,318
Total FIFO inventories		46,374		40,311
Reserve to adjust inventories to LIFO value		(14,851)		(10,973)
Total LIFO inventories	$	31,523	$	29,338

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There was no liquidation of LIFO based inventories in fiscal 2014 and 2013 to impact net income.  After tax losses were impacted by $125,000 in fiscal year 2012 as a result of liquidation of LIFO based inventories.

Note D -- Property, Plant and Equipment

The components of property, plant and equipment were:

		APRIL 30
(in thousands)		2014		2013
Land	$	5,929	$	5,929
Buildings and improvements		68,224		67,444
Buildings and improvements - capital leases		11,202		11,202
Machinery and equipment		155,162		152,154
Machinery and equipment - capital leases		28,111		26,966
Construction in progress		2,461		1,481
		271,089		265,176
Less accumulated amortization and depreciation		(197,040)		(191,112)
Total	$	74,049	$	74,064

Amortization and depreciation expense on property, plant and equipment amounted to $9.5 million, $9.2 million and $16.8 million in fiscal years 2014, 2013 and 2012, respectively.  Accumulated amortization on capital leases included in the above table amounted to $27.5 million and $26.6 million as of April 30, 2014 and 2013, respectively.

Note E -- Loans Payable and Long-Term Debt

Maturities of long-term debt are as follows:

		FISCAL YEARS ENDING APRIL 30
(in thousands)	2015		2016		2017		2018		2019		2020 AND THERE- AFTER		TOTAL OUTSTAND- ING
Revolving credit facility	$	0	$	10,000	$	0	$	0	$	0	$	0	$	10,000
Economic development loans		0		0		0		0		2,190		1,290		3,480
Capital lease obligations		1,146		1,185		1,116		781		593		3,298		8,119
Total	$	1,146	$	11,185	$	1,116	$	781	$	2,783	$	4,588	$	21,599
Less current maturities													$	1,146
Total long-term debt													$	20,453

The Company’s primary loan agreement is a $35 million secured revolving credit facility which expires on December 31, 2015 with Wells Fargo Bank, N.A. (Wells Fargo).  At April 30, 2014 and 2013, $10 million of loans were outstanding under this facility, and the Company had additional borrowing base availability of $25.0 million.  The Company incurs a fee for amounts not used under the revolving credit facility.  Fees paid by the Company related to non-usage of its current and former credit facilities have been included in interest expense and were $62,730, $61,000 and $54,158 for fiscal years 2014, 2013 and 2012, respectively. 

The Company’s outstanding indebtedness and other obligations to Wells Fargo are secured by substantially all of the

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Company’s assets.  The Company can borrow under the revolving credit facility up to the lesser of $35 million or the maximum borrowing base (which equals 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value, each as defined in the agreement) less any outstanding loan balance.  Any outstanding loan balance bears interest at the London Interbank Offered Rate (LIBOR) (0.25% at April 30, 2014) plus 2.37%. Under the terms of the revolving credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.25 to 1.0 measured on a rolling four-quarter basis; and (3) comply with other customary affirmative and negative covenants.

The Company was in compliance with all covenants specified in the amended revolving credit facility as of April 30, 2014,  including as follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2014 was 0.73 to 1.0; and (2) cash flow to fixed charges for its most recent four quarters was 3.43 to 1.0.

The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the Company is in compliance with these covenants.    

In 2009, the Company entered into a loan agreement with the Board of County Commissioners of Garrett County as part of the Company’s capital investment in land located in Garrett County, Maryland.  This loan agreement is secured by a Deed of Trust on the property and bears interest at a fixed rate of 3%.  The agreement defers principal and interest during the term of the obligation and forgives any outstanding balance at December 31, 2019, if the Company complies with certain employment levels.  The outstanding balance as of April 30, 2014 and 2013 was $1,290,000.

In 2005, the Company entered into two separate loan agreements with the Maryland Economic Development Corporation and the County Commissioners of Allegany County as part of the Company’s capital investment and operations at the Allegany County, Maryland site.  These loan agreements were amended in 2013 and 2008.  The aggregate balance of these loan agreements was $2,190,000as of April 30, 2014 and 2013.  The loan agreements expire at December 31, 2018 and bear interest at a fixed rate of 3% per annum.  These loan agreements are secured by mortgages on the manufacturing facility constructed in Allegany County, Maryland.  These loan agreements defer principal and interest during the term of the obligation and forgive any outstanding balance at December 31, 2018, if the Company complies with certain employment levels at the facility. 

In 2002, the Company entered into a loan agreement with the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority (a.k.a. Coalfields Regional Industrial Authority, Inc.) as part of the Company’s capital investment and operations at the Hazard, Kentucky site. This debt facility wasa $6 million term loan, which was scheduled to expire November 13, 2017,  and boreinterest at a fixed rate of 2% per annum. It wassecured by a mortgage on the manufacturing facility constructed in Hazard, Kentucky. The loan required annual debt service payments consisting of principal and interest with a fixed balloon payment of $1.6 million at loan expiration. This loan was paid off during the fourth quarter of fiscal 2014.  The outstanding amount owed as of April 30, 2013was  $3,530,000.

From 2012 through 2014, the Company entered into a total of ten capitalized lease agreements in the aggregate amount of $1,526,000 with First American Financial Bancorp related to financing computer equipment.  Each lease has a term of 48 months and an interest rate of 6.5%.  The leases require quarterly rental payments.  The aggregate outstanding amount under all of these leases as of April 30, 2014 and 2013 was $1,163,000 and $545,000, respectively.

In 2014 and 2013, the Company entered into a total of nine capitalized lease agreements in the aggregate amount of $1,034,000 with e-Plus Group related to financing computer equipment.  Each lease has a term of 51 months and an interest rate of 6.5%.  The leases require monthly rental payments.  The aggregate outstanding amount under all of these leases as of April 30, 2014 and 2013 was $825,000 and $529,000, respectively.  

In 2004, the Company entered into a lease agreement with the West Virginia Economic Development Authority as part of the Company’s capital investment and operations at the South Branch plant located in Hardy County, West Virginia. This capital lease agreement is a $10 million term obligation, which expires June 30, 2024, bearing interest at a fixed rate of 2% per annum. The lease requires monthly rental payments.  The outstanding amounts owed as of April 30, 2014 and 2013 were $6,131,000 and $6,665,000, respectively.

Certain of the Company's loan agreements limit the amount and type of indebtedness the Company can incur and require the Company to maintain specified financial ratios measured on a quarterly basis. In addition to the assets previously discussed, certain of the Company’s property, plant and equipment are pledged as collateral under a  loan

27

agreement and the capital lease arrangements. The Company was in compliance with all covenants contained in its loan agreements and capital leases at April 30, 2014.

Interest paid under the Company’s loan agreements and capital leases during fiscal years 2014, 2013 and 2012 was $669,000, $576,000 and $453,000, respectively.

Note F -- Earnings (Loss) Per Share

The following table summarizes the computations of basic and diluted earnings (loss) per share:

		FISCAL YEARS ENDED APRIL 30
(in thousands, except per share amounts)		2014		2013		2012
Numerator used in basic and diluted earnings (loss) per common share:
Net income (loss)	$	20,461	$	9,758	$	(20,786)
Denominator:
Denominator for basic earnings (loss) per common share -
weighted-average shares		15,299		14,563		14,344
Effect of dilutive securities:
Stock options and restricted stock units		354		270		0
Denominator for diluted earnings (loss) per common share -
weighted-average shares and assumed conversions		15,653		14,833		14,344
Net earnings (loss) per share
Basic	$	1.34	$	0.67	$	(1.45)
Diluted	$	1.31	$	0.66	$	(1.45)

Potentially dilutive shares of 0.1 million,  1.0 million and 1.8 million issuable under the Company’s stock incentive plans have been excluded from the calculation of net earnings(loss) per share for the fiscal years ended April 30, 2014, 2013 and 2012, respectively, as the effect would be anti-dilutive.

Note G – Stock-Based Compensation

The Company has two types of stock-based compensation awards in effect for its employees and directors. The Company has issued stock options since 1986 and restricted stock units (RSUs) since fiscal 2010. Total compensation expense related to stock-based awards for the fiscal years ended April 30, 2014, 2013 and 2012 was $3.3 million, $3.5 million and $3.4 million, respectively.  The Company recognizes stock-based compensation costs net of an estimated forfeiture rate for those shares expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the forfeiture rates based upon its historical experience.

Stock Incentive Plans

At April 30, 2014, the Company had stock option and RSU awards outstanding under four different plans: (1) 1999 stock option plan for employees; (2) second amended and restated 2004 stock incentive plan for employees; (3) 2006 non-employee directors equity ownership plan; and (4) 2011 non-employee directors equity ownership plan.  As of April 30, 2014, there were 1,075,350 shares of common stock available for future stock-based compensation awards under the Company’s stock incentive plans.

Methodology Assumptions

For purposes of valuing stock option grants, the Company has identified oneemployee group and one non-employee director group, based upon observed option exercise patterns. The Company uses the Black-Scholes option-pricing model to value the Company’s stock options for each of the groups. Using this option-pricing model, the fair value of each stock option award is estimated on the date of grant. The fair value of the Company’s stock option awards is expensed on a straight-line basis over the vesting period of the stock options. The expected volatility assumption is based on the historical volatility of the Company’s stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from the Company’s historical exercise experience and represents the period of time that stock option awards granted are expected to be outstanding for each of the identified groups. The expected term assumption incorporates the contractual term of an option grant, which is generally ten years for employees and from four to ten years for non-employee directors, as well as the

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vesting period of an award, which is typically three years. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted.

For purposes of determining the fair value of RSUs, the Company uses the closing stock price of its common stock as reported on the NASDAQ Global Select Market on the date of grant, reduced by the discounted value of future expected dividend payments during the vesting period, since the recipients are not entitled to dividends during the vesting period. The fair value of the Company’s RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is probable the related performance criteria, if any, will be met.  The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the vesting period of the RSU grant.

The weighted-average assumptions and valuation of the Company’s stock options were as follows:

		FISCAL YEARS ENDED APRIL 30
		2014			2013			2012
Weighted-average fair value of grants	$	14.46		$	7.39		$	5.43
Expected volatility		38.2	%		42.5	%		35.1	%
Expected term in years		6.1			6.1			6.0
Risk-free interest rate		1.59	%		1.09	%		2.24	%
Expected dividend yield		0.0	%		0.0	%		2.0	%

Stock Option Activity

Stock options granted and outstanding under each of the Company’s plans vest evenly over a three-year period and have contractual terms often years. The exercise price of all stock options granted is equal to the fair market value of the Company’s common stock on the option grant date.

The following table presents a summary of the Company’s stock option activity for the fiscal years ended April 30, 2014, 2013 and 2012 (remaining contractual term in years and exercise prices are weighted-averages):

	NUMBER OF OPTIONS	REMAINING CONTRACTUAL TERM	WEIGHTED AVERAGE EXERCISE PRICE		AGGREGATE INTRINSIC VALUE               (in thousands)
Outstanding at April 30, 2011	1,605,356	5.7	$	28.48	$	29
Granted	130,000	9.1		18.16		- -
Exercised	(1,200)	- -		14.93		6
Cancelled or expired	(109,396)	- -		28.82		- -
Outstanding at April 30, 2012	1,624,760	5.1	$	27.64	$	0
Granted	125,000	9.1		17.62		- -
Exercised	(251,799)	- -		23.35		1,868
Cancelled or expired	(96,148)	- -		31.03		- -
Outstanding at April 30, 2013	1,401,813	4.8	$	27.27	$	9,272
Granted	60,500	9.1		36.74		- -
Exercised	(551,485)	- -		26.61		5,156
Cancelled or expired	(59,514)	- -		30.17		- -
Outstanding at April 30, 2014	851,314	4.3	$	28.16	$	3,121
Vested and expected to vest in the future at April 30, 2014	836,259	4.2	$	28.24	$	2,995
Exercisable at April 30, 2014	699,412	3.4	$	29.00	$	1,900

The aggregate intrinsic value in the previous table of the outstanding options on April 30, 2014 represents the total pre-tax intrinsic value (the excess, if any, of the Company’s closing stock price on the last trading day of fiscal 2014

29

over the exercise price, multiplied by the number of in-the-money options) of the shares of the Company’s common stock that would have been received by the option holders had all option holders exercised their options on April 30, 2014. This amount changes based upon the fair market value of the Company’s common stock.  The total fair value of options vested for the fiscal years ended April 30, 2014, 2013 and 2012 was $0.7 million, $1.2 million and $2.4 million, respectively.

As of April 30, 2014, there was $0.8 million of total unrecognized compensation expense related to unvested stock options granted under the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period of 1.7years.

Cash received from option exercises for the fiscal years ended April 30, 2014, 2013 and 2012, was an aggregate of $14.7 million, $5.9 million and $0.0 million, respectively.  The actual tax benefit realized for the tax deduction from option exercises of stock option awards totaled $2,011,000, $729,000 and $3,000 for the fiscal years ended April 30, 2014, 2013 and 2012, respectively.

The following table summarizes information about stock options outstanding at April 30, 2014 (remaining lives in years and exercise prices are weighted-averages):

	OPTIONS OUTSTANDING				OPTIONS EXERCISABLE
OPTION PRICE		REMAINING	EXERCISE			EXERCISE
PER SHARE	OPTIONS	LIFE	PRICE		OPTIONS	PRICE
$17.62-$18.16	120,002	7.7	$	17.83	20,000	$	17.98
$20.87-$26.85	266,538	4.5		23.93	266,538		23.93
$28.97-$34.63	412,874	2.6		32.81	412,874		32.81
$36.74-$36.74	51,900	9.1		36.74	0		0.00
	851,314				699,412

Restricted Stock Unit Activity:

The Company’s RSUs granted to employees cliff-vest over a three-year period from date of grant, while RSUs granted to non-employee directors vest daily over a two-year period from date of grant.  Directors were granted service-based RSUs only, while employees were awarded both service-based and performance-based RSUs (PBRSUs) in fiscal years 2014, 2013 and 2012.  The PBRSUs granted in fiscal 2014 are earned based on achievement of a number of goals pertaining to the Company’s operational and financial performance during the performance period of fiscal 2014.  Employees who satisfy the vesting criteria will receive a proportional amount of PBRSUs based upon the Compensation Committee’s assessment of the Company’s achievement of the performance criteria.

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The following table contains a summary of the Company’s RSU activity for the fiscal years ended April 30, 2014, 2013 and 2012:

	PERFORMANCE-BASED RSUs	SERVICE-BASED RSUs	TOTAL RSUs	WEIGHTED AVERAGE GRANT DATE FAIR VALUE
Issued and outstanding, April 30, 2011	174,570	119,100	293,670	$	20.25
Granted	134,250	64,750	199,000	$	17.00
Cancelled due to non-achievement of performance goals	(48,870)	0	(48,870)	$	19.81
Settled in common stock	(666)	(17,951)	(18,617)	$	21.15
Forfeited	(22,208)	(10,171)	(32,379)	$	19.30
Issued and outstanding, April 30, 2012	237,076	155,728	392,804	$	18.75
Granted	129,075	63,025	192,100	$	17.76
Cancelled due to non-achievement of performance goals	(24,311)	0	(24,311)	$	17.09
Settled in common stock	(49,546)	(58,328)	(107,874)	$	20.66
Forfeited	(13,189)	(5,425)	(18,614)	$	17.91
Issued and outstanding, April 30, 2013	279,105	155,000	434,105	$	17.96
Granted	75,600	44,092	119,692	$	36.09
Cancelled due to non-achievement of performance goals	(23,384)	0	(23,384)	$	17.62
Settled in common stock	(74,935)	(60,310)	(135,245)	$	19.75
Forfeited	(20,591)	(15,407)	(35,998)	$	23.12
Issued and outstanding, April 30, 2014	235,795	123,375	359,170	$	22.79

As of April 30, 2014, there was $2.9 million of total unrecognized compensation expense related to unvested RSUs granted under the Company’s stock-based compensation plans.  This expense is expected to be recognized over a weighted-average period of 2.0 years.

For the fiscal years ended April 30, 2014, 2013 and 2012 stock-based compensation expense was allocated as follows:

(in thousands)		2014		2013		2012
Cost of sales and distribution	$	505	$	606	$	531
Selling and marketing expenses		801		859		715
General and administrative expenses		1,989		2,044		2,167
Stock-based compensation expense, before income taxes	$	3,295	$	3,509	$	3,413

Restricted Stock Tracking Units:

During fiscal 2014, the Board of Directors of the Company approved grants of 9,486 cash-settled performance-based restricted stock tracking units (RSTUs) and 3,264 cash-settled service-based RSTUs for more junior level employees who previously received RSU grants under the Company’s shareholder approved plan.  Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of a share of the Company’s common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest.  The service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of a share of our common stock as of the payment date if they remain continuously employed with the Company until the units vest.  The RSTUs cliff-vest three years from the grant date.  Since the RSTUs will be settled in cash, the grant date fair value of these awards is recorded as a liability until the date of payment.  The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value.  The

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Company recognized expense of $78 thousand related to RSTUs for the fiscal year ended April 30, 2014.

Note H – Employee Benefit and Retirement Plans

Employee Stock Ownership Plan

In fiscal 1990, the Company instituted the American Woodmark Investment Savings Stock Ownership Plan. Under this plan, all employees who are at least 18 years old and have been employed by the Company for at least six consecutive months are eligible to receive Company stock through a discretionary profit-sharing contribution and a 401(k) matching contribution based upon the employee's contribution to the plan.

Beginning in fiscal 2013, discretionary profit-sharing contributions ranging from 0-5%, based on predetermined net income levels of the Company,may be made annually in the form of Company stock.  Prior to fiscal 2013, profit-sharing contributions in the form of Company stock were 3% of after-tax earnings, calculated on a quarterly basis.  The Company recognized expenses for profit-sharing contributions of $818,000 and $293,000 in fiscal years 2014 and 2013, respectively.  The Company did not make, or recognize any expenses for, discretionary profit-sharing contributions in fiscal 2012.

Beginning in fiscal 2013, as part of the realignment of its retirement plans, the Company increased the match on 401(k) contributions in the form of Company stock to 100% of an employee’s annual contribution to the plan up to 4% of base earnings.  Prior to fiscal 2013, the Company matched 401(k) contributions in the form of Company stock at 50% of an employee's annual contribution to the plan up to 4% of base earnings for an effective maximum Company contribution of 2% of base earnings.  The expense for 401(k) matching contributions for this plan was $4,054,000, $2,547,000 and $1,284,000, in fiscal years 2014, 2013 and 2012, respectively.

Pension Benefits

The Company has two defined benefit pension plans covering many of the Company’s employees hired prior to April 30, 2012. These plans provide defined benefits based on years of service and final average earnings (for salaried employees) or benefit rate (for hourly employees).

Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salaried defined benefit pension plans.

Included in accumulated other comprehensive loss at April 30, 2014 is $42.6 million ($26.0 million net of tax) related to net unrecognized actuarial losses that have not yet been recognized in net periodic pension benefit costs. The Company expects to recognize $0.9 million ($0.5 million net of tax) in net actuarial losses in net periodic pension benefit costs during fiscal 2015.The Company uses an April 30 measurement date for its benefit plans.

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The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s non-contributory defined benefit pension plans as of April 30:

		APRIL 30
(in thousands)		2014		2013
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year	$	149,429	$	136,264
Interest cost		6,203		6,261
Actuarial (gains) and losses		(7,615)		10,801
Benefits paid		(3,875)		(3,897)
Projected benefit obligation at end of year	$	144,142	$	149,429
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year	$	95,733	$	85,717
Actual return on plan assets		8,483		8,993
Company contributions		2,258		4,920
Benefits paid		(3,875)		(3,897)
Fair value of plan assets at end of year	$	102,599	$	95,733
Funded status of the plans	$	(41,543)	$	(53,696)
Unrecognized net actuarial loss		42,589		52,703
Prepaid (accrued) benefit cost	$	1,046	$	(993)
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
Defined benefit pension liabilities	$	(41,543)	$	(53,696)
Accumulated other comprehensive loss		42,589		52,703
Net amount recognized	$	1,046	$	(993)

The accumulated benefit obligation for both pension plans was $144,142,000 and $149,429,000 at April 30, 2014 and 2013, respectively.

		PENSION BENEFITS
(in thousands)		2014		2013		2012
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
Service cost	$	0	$	0	$	5,305
Interest cost		6,203		6,261		6,533
Expected return on plan assets		(7,113)		(6,563)		(6,533)
Amortization of prior service cost		0		0		53
Curtailment loss		0		0		331
Recognized net actuarial loss		1,129		923		1,710
Pension benefit cost	$	219	$	621	$	7,399

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Actuarial Assumptions:  The discount rate at April 30 was used to measure the year-end benefit obligations and the earnings effects for the subsequent year. Actuarial assumptions used to determine benefit obligations and earnings effects for the pension plans follow:

	FISCAL YEARS ENDED APRIL 30
	2014		2013
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT OBLIGATIONS
Discount rate	4.56	%	4.21	%

	FISCAL YEARS ENDED APRIL 30
	2014		2013		2012
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET PERIODIC PENSION BENEFIT COST
Discount rate	4.21	%	4.66	%	5.66%/4.76% 1
Expected return on plan assets	7.5	%	7.5	%	8.0	%
Rate of compensation increase	*		*		4.0	%
1 The discount rate was 5.66% from May 1, 2011 to December 31, 2011 and 4.76% from January 1, 2012 to April 30, 2012.  The rate changed during fiscal 2012 as a result of the required re-measurement of the Company's pension liability upon its decision to freeze its pension plans.
* The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans effective as of that date.

In fiscal years 2014, 2013 and 2012, the Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe Yield Curve.  The Company believes that using a yield curve approach accurately reflects changes in the present value of liabilities over time since each cash flow is discounted at the rate at which it could effectively be settled.

In developing the expected long-term rate of return assumption for the assets of the defined benefit pension plans, the Company evaluated input from its third party pension plan asset managers, including their review of asset class return expectations and long-term inflation assumptions.  The Company also considered the related historical ten-year average asset returns at April 30, 2014.

The Company amortizes experience gains and losses, as well as the effects of changes in actuarial assumptions and plan provisions, over the average remaining lifetime of the active participants.

Contributions:  The Company funds the pension plans in amounts sufficient to meet minimum funding requirements under applicable employee benefit and tax laws plus additional amounts the Company deems appropriate.

The Company expects to contribute $4.3 million to its pension plans in fiscal 2015.  The Company made contributions of $2.3 million and $4.9 million to its pension plans in fiscal 2014 and 2013, respectively. 

Estimated Future Benefit Payments: The following benefit payments, which reflect expected future service, are expected to be paid:

FISCAL YEAR	BENEFIT PAYMENTS (in thousands)
2015	$	4,719
2016		5,135
2017		5,452
2018		5,818
2019		6,283
Years 2020-2024		37,021

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Plan Assets:  Pension assets by major category and the type of fair value measurement as of April 30, 2014 and 2013 are presented in the following tables:

FAIR VALUE MEASUREMENTS AT APRIL 30, 2014
(in thousands)	TOTAL		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS        (LEVEL 3)
Cash Equivalents	$	338	$	338	$	0	$	0
Equity Collective Funds:1
Equity Index Value Fund		20,753		0		20,753		0
Equity Index Growth Fund		20,485		0		20,485		0
Small Cap Index Fund		5,929		0		5,929		0
International Equity Fund		4,166		0		4,166		0
Fixed Income Collective Funds:1
Core Fixed Income Fund		33,409		0		33,409		0
Capital Preservation Fund		17,519		0		17,519		0
Total	$	102,599	$	338	$	102,261	$	0
FAIR VALUE MEASUREMENTS AT APRIL 30, 2013
(in thousands)	TOTAL		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS        (LEVEL 3)
Cash Equivalents	$	315	$	315	$	0	$	0
Equity Collective Funds:1
Equity Index Value Fund		19,202		0		19,202		0
Equity Index Growth Fund		19,245		0		19,245		0
Small Cap Index Fund		5,632		0		5,632		0
International Equity Fund		3,932		0		3,932		0
Fixed Income Collective Funds:1
Core Fixed Income Fund		30,000		0		30,000		0
Capital Preservation Fund		17,407		0		17,407		0
Total	$	95,733	$	315	$	95,418	$	0
1  The Collective Trust Funds are valued by applying each plan's ownership percentage in the fund to the fund's net assets at fair value at the valuation date.

Investment Strategy:  The Company has established formal investment policies for the assets associated with its pension plans.  The objectives of the investment strategies include preservation of capital and long-term growth of capital while avoiding excessive risk.  Target allocation percentages are established at an asset class level by the Company’s Pension Committee.  Target allocation ranges are guidelines, not limitations, and the Pension Committee mayapprove allocations above or below a target range.

During a period of uncertainty in the equity and fixed income markets, the Pension Committee may suspend the Target Asset Allocation and manage the investment mix as it sees reasonable, prudent and in the best interest of the plans to better protect the value of the plan assets.

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The Company’s pension plans’ weighted-average asset allocations at April 30, 2014 and 2013, by asset category, were as follows:

	PLAN ASSET ALLOCATION
	2014		2014		2013
APRIL 30	TARGET		ACTUAL		ACTUAL
Equity Funds	50.0	%	50.0	%	50.2	%
Fixed Income Funds	50.0	%	50.0	%	49.8	%
Total	100.0	%	100.0	%	100.0	%

Within the broad categories outlined in the preceding table, the Company has targeted the following specific allocations as a percentage of total funds invested:  17% Capital Preservation, 33% Bond, 20% Large Capital Growth, 20% Large Capital Value, 6% Small Capital and 4% International.

Note I -- Income Taxes

Income tax expense was comprised of the following:

		FISCAL YEARS ENDED APRIL 30
(in thousands)		2014		2013		2012
CURRENT EXPENSE (BENEFIT)
Federal	$	4,825	$	1,031	$	(36)
State		406		162		(176)
Total current expense (benefit)		5,231		1,193		(212)
DEFERRED EXPENSE (BENEFIT)
Federal		6,076		4,859		(10,115)
State		1,902		930		(2,175)
Total deferred expense (benefit)		7,978		5,789		(12,290)
Total expense (benefit)		13,209		6,982		(12,502)
Other comprehensive income (loss)		3,944		(2,905)		(3,624)
Total comprehensive income tax expense (benefit)	$	17,153	$	4,077	$	(16,126)

The Company's effective income tax rate varied from the federal statutory rate as follows:

	FISCAL YEARS ENDED APRIL 30
	2014		2013		2012
Federal statutory rate	35.0	%	35.0	%	35.0	%
Effect of:
Tax basis adjustment	0.0	%	0.0	%	(1.7)	%
Meals and entertainment	0.8		1.5		(0.8)
Domestic production deduction	(1.8)		(0.3)		0.0
Other	0.7		1.4		0.0
Total	(0.3)	%	2.6	%	(2.5)	%
Effective federal income tax rate	34.7	%	37.6	%	32.5	%
State income taxes, net of federal tax effect	4.5		4.1		5.1
Effective income tax rate	39.2	%	41.7	%	37.6	%

Income taxes paid were $4,334,000,  $1,219,000and $229,000 for fiscal years 2014, 2013 and 2012, respectively.

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The significant components of deferred tax assets and liabilities were as follows:

		APRIL 30
(in thousands)		2014		2013
Deferred tax assets:
Pension benefits	$	15,381	$	20,563
Accounts receivable		4,603		3,983
Product liability		745		700
Employee benefits		8,523		11,243
Net operating loss carryforward		469		1,099
Income tax credits		0		1,088
Depreciation		0		73
Other		199		496
Total		29,920		39,245
Deferred tax liabilities:
Inventory		496		502
Depreciation		2,374		0
		2,870		502
Net deferred tax asset	$	27,050	$	38,743

The net operating loss carryforward value for April 30, 2014and 2013 contained in the above table includes amounts pertaining to various state net operating loss carryforwards with various expiration dates.

Management believes it is more likely than not that the Company will realize its gross deferred tax assets due to expected future taxable income and the reversal of taxable temporary differences.

Note J -- Accounting for Uncertainty in Income Taxes

The Company accounts for its income tax uncertainties in accordance with ASC Topic 740, “Income Taxes.”  The Company had no liability relating to uncertain tax positions for the years ended April 30, 2014 and 2013.

With minor exceptions, the Company is currently open to audit by tax authorities for tax years ending April 30, 2011 through April 30, 2014.  The Company is currently not under federal audit.

Note K -- Commitments and Contingencies

Legal Matters

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss:  those that are probable, those that are reasonably possible and those that are deemed to be remote.  Where losses are deemed to be probable and estimable, accruals are made.  Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure.  In determining these loss range estimates, the Company considers known values of similar claims and consultation with independent counsel.

The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of April 30, 2014.  

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Product Warranty

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability:

		APRIL 30
(in thousands)		2014		2013
PRODUCT WARRANTY RESERVE
Beginning balance	$	1,795	$	1,885
Accrual for warranties		11,988		9,839
Settlements		(11,873)		(9,929)
Ending balance at fiscal year end	$	1,910	$	1,795

Lease Agreements

The Company leases certain office buildings, manufacturing buildings, service centers and equipment. Total rental expenses under operating leases amounted to approximately $8,005,000, $7,378,000 and $7,206,000, in fiscal years 2014, 2013 and 2012, respectively. Minimum rental commitments as of April 30, 2014, under noncancelable leases with terms in excess of one year are as follows:

FISCAL YEAR	OPERATING              (in thousands)		CAPITAL                        (in thousands)
2015	$	3,257		1,377
2016		2,878		1,366
2017		1,489		1,246
2018		584		871
2019		395		666
2020 (and thereafter)		254		3,477
	$	8,857	$	9,003
Less amounts representing interest (2%)				(884)
Total obligations under capital leases			$	8,119

Related Parties

During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership which includes certain former executive officers and current significant shareholders of the Company, including one current member of the Board of Directors of the Company, to lease the Company’s headquarters building which was constructed and is owned by the partnership. The Company has subsequently renewed this lease in accordance with Company policy and procedures which includes approval by the Board of Directors. As of April 30, 2014, the Company is in the fourthyear of the latest five-year renewal period, which expires in 2016. Under this agreement, rental expense was $470,000, $461,000 and $460,000, in fiscal years 2014, 2013 and 2012, respectively. Rent during the remaining term of approximately $927,000 (included in the preceding table) is subject to annual increases of 2%  through the remaining term of the lease.

Note L -- Credit Concentration

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets. 

The Company maintains an allowance for bad debt based upon management's evaluation and judgment of potential

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net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions and of each customer’s current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

At April 30, 2014, the Company's two largest customers, Customers A and B, represented 21.0% and 21.4% of the Company's gross customer receivables, respectively. At April 30, 2013, Customers A and B represented 21.1% and 21.1% of the Company’s gross customer receivables, respectively.

The following table summarizes the percentage of sales to the Company's two largest customers for the last three fiscal years:

	PERCENT OF ANNUAL GROSS SALES
	2014	2013	2012
Customer A	28.6	35.7	41.5
Customer B	20.6	22.8	26.0

Note M -- Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1 – Investments with quoted prices in active markets for identical assets or liabilities.  The Company’s cash equivalents are invested in money market funds, mutual funds and United States Treasury instruments.  The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.

Level 2 – Investments with observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; 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.  The Company has no Level 2 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.  The Company has no Level 3 assets or liabilities.

The following table summarizes the fair value of assets that are recorded in the Company’s consolidated financial statements as of April 30, 2014 and 2013 at fair value on a recurring basis:

	FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2014
(in thousands)		LEVEL 1		LEVEL 2		LEVEL 3
ASSETS:
Money market funds	$	38,877	$	0	$	0
Mutual funds		1,204		0		0
Total assets at fair value	$	40,081	$	0	$	0
	FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2013
(in thousands)		LEVEL 1		LEVEL 2		LEVEL 3
ASSETS:
Money market funds	$	38,875	$	0	$	0
Mutual funds		1,311		0		0
Total assets at fair value	$	40,186	$	0	$	0

The fair value measurement of assets held by the Company’s defined benefit pension plans is discussed in Note H.

Note N -- Restructuring Charges

In the third quarter of fiscal 2012, the Company announced a restructuring initiative (“2012 Restructuring Plan”) that committed to the closing of two of the Company’s manufacturing plants located in Hardy County, West

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Virginia and Hazard, Kentucky, offering its previously idled plant in Tahlequah, Oklahoma for sale, and realigning its retirement program, including freezing the Company’s defined benefit pension plans.  Operations ceased at the Hazard plant in April 2012 and at the Hardy County plant in May 2012.   The 2012 Restructuring Plan was adopted to reduce costs and increase the Company’s capacity utilization rates. 

In the fourth quarter of fiscal 2009, the Company announced a restructuring plan (“2009 Restructuring Plan”) to close two of its manufacturing plants, located in Berryville, Virginia and Moorefield, West Virginia and suspend operations in a third manufacturing plant located in Tahlequah, Oklahoma.  These actions were completed during the first quarter of fiscal 2010.  These initiatives were intended to increase the Company’s capacity utilization rates and decrease overhead costs.  In addition to these initiatives, the Company made other staffing reductions during the fourth quarter of fiscal 2009.

During fiscal years 2014, 2013 and 2012, the Company recognized total pre-tax restructuring charges for both the 2012 Restructuring Plan and the 2009 Restructuring Plan of $(234,000), $1.4 million and $16.3 million, respectively.  The Company recognized recurring operating costs for the facilities closed as part of the 2012 Restructuring Plan of $0.3 million in fiscal 2014.  These costs will continue until the remaining closed plant is sold.

The Company has one manufacturing plant classified as held for sale, which was closed in the 2012 Restructuring Plan.  During the fourth quarter of fiscal 2014, the Company sold its closed plant located in Hazard, Kentucky and recognized a gain of $0.3 million on the sale.  The gain was included in restructuring charges on the Company’s statements of operations.  The Company believes that the remaining $1.0 million net book value of the property classified as held for sale is fully recoverable.  This asset is included in Other Assets on the Company’s balance sheet at April 30, 2014.

Note O -- Quarterly Financial Data (Unaudited)

FISCAL 2014		07/31/13		10/31/13		01/31/14		04/30/14
(in thousands, except per share amounts)
Net sales	$	178,095	$	190,532	$	169,033	$	188,855
Gross profit		33,715		32,274		26,001		32,187
Income before income taxes		10,682		8,631		4,953		9,404
Net income		6,655		5,271		2,901		5,634
Earnings per share
Basic	$	0.45	$	0.35	$	0.19	$	0.36
Diluted	$	0.43	$	0.34	$	0.18	$	0.36
FISCAL 2013		07/31/12		10/31/12		01/31/13		04/30/13
(in thousands, except per share amounts)
Net sales	$	148,252	$	159,760	$	151,346	$	171,079
Gross profit		22,043		24,794		23,507		32,312
Income before income taxes		1,015		3,371		3,476		8,878
Net income		561		1,950		2,057		5,190
Earnings per share
Basic	$	0.04	$	0.13	$	0.14	$	0.36
Diluted	$	0.04	$	0.13	$	0.14	$	0.35

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of American Woodmark Corporation:

We have audited the accompanying consolidated balance sheets of American Woodmark Corporation and subsidiary (the Company), as of April 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three‑year period ended April 30, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements referred to above present fairly, in all material respects the financial position of American Woodmark Corporation and subsidiary as of April 30, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three year period ended April 30, 2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of April 30, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 30, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Richmond, Virginia
June 30, 2014

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Management's Annual Report on Internal Control over Financial Reporting

Management has responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2014. In making its assessment, Management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (1992). Management concluded that based on its assessment, American Woodmark Corporation’s internal control over financial reporting was effective as of April 30, 2014. The Company’s internal control over financial reporting as of April 30, 2014, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which appears in this Annual Report on Form 10-K.  

/s/ KENT B. GUICHARD

Kent B. Guichard

Chairman and Chief Executive Officer

/s/ M. SCOTT CULBRETH

M. Scott Culbreth

Senior Vice President and Chief Financial Officer

42

Report of Independent Registered Public Accounting Firm –

Internal Control over Financial Reporting

The Board of Directors and Shareholders of American Woodmark Corporation:

We have audited American Woodmark Corporation’s internal control over financial reporting as of April 30, 2014, based on criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, American Woodmark Corporation maintained, in all material respects, effective internal control over financial reporting as of April 30, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American Woodmark Corporation and subsidiary as of April 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2014 and our report dated June 30, 2014 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Richmond, Virginia

June 30, 2014

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Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Senior Management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of April 30, 2014.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective. 

Management’s Annual Report on Internal Control over Financial Reporting.  Management has conducted an assessment of the Company’s internal control over financial reporting as of April 30, 2014.  Management’s report regarding that assessment is included with the Consolidated Financial Statements included in this report under Item 8, “Financial Statements and Supplementary Data,” and is incorporated in this Item by reference.

Report of Registered Public Accounting Firm.  The Company’s independent registered public accounting firm, KPMG LLP, audited the Consolidated Financial Statements included in this report and have issued an audit report on the effectiveness of the Company’s internal control over financial reporting.  KPMG’s report is included with the Consolidated Financial Statements included in this report under Item 8, “Financial Statements and Supplementary Data,” and is incorporated in this Item by reference.

Changes in Internal Control over Financial Reporting.  There has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended April 30, 2014, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

In response to this Item, and in accordance with General Instruction G(3) of Form 10-K:

(1) the information concerning the Company’s directors is set forth under the caption “Information Regarding Nominees” in the Company’s Proxy Statement for its Annual Meeting of Shareholders to be held on August 21, 2014 (“Proxy Statement”) and is incorporated in this Item by reference;

(2) the information concerning the Company’s executive officers is set forth under the caption “Executive Officers of the Registrant” in Part I of this report and is incorporated in this Item by reference;

(3) the information concerning compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated in this Item by reference;

(4) the information concerning the Code of Business Conduct and Ethics governing the Company’s Chief Executive Officer, Chief Financial Officer, Controller, and Treasurer is set forth under the caption “Corporate Governance – Codes of Business Conduct and Ethics” in the Proxy Statement and is incorporated in this Item by reference; 

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(5) the information concerning material changes, if any, in the procedures by which security holders may recommend nominees to the Company’s Board of Directors is set forth under the caption “Corporate Governance – Procedures for Shareholder Nominations of Directors” in the Proxy Statement and is incorporated in this Item by reference; and

(6) the information concerning the Audit Committee of the Company’s Board of Directors, including the members of the Audit Committee and the Board’s determination concerning whether certain members of the Audit Committee are “audit committee financial experts” as that term is defined under Item 407(d)(5) of Regulation S-K is set forth under the captions “Corporate Governance – Board of Directors and Committees” and “Audit Committee” in the Proxy Statement and is incorporated in this Item by reference.

Item 11.EXECUTIVE COMPENSATION

In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the captions “Executive Compensation” and “Report of the Compensation Committee” in the Proxy Statement is incorporated in this Item by reference.

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the caption “Security Ownership” in the Proxy Statement is incorporated in this Item by reference.

Equity Compensation Plans

The following table summarizes information about the Company’s equity compensation plans as of April 30, 2014:

	Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders(1)	--	--		1,075,350
Options	851,314	$28.16
Performance-based restricted stock units	235,795	N/A	(2)
Service-based restricted stock units	123,375	N/A	(2)
Equity compensation plans not approved by security holders(3)	--	--		--
Total	1,210,484	$28.16		1,075,350
(1) At April 30, 2014, the Company had stock option and restricted stock unit awards outstanding under four different plans: 1999 Stock Option Plan for Employees, Amended and Restated 2004 Stock Incentive Plan for Employees, 2006 Non-Employee Directors Equity Ownership Plan and 2011 Non-Employee Directors Equity Ownership Plan.
(2) Excludes exercise price for restricted stock units issued under the Amended and Restated 2004 Stock Incentive Plan for Employees, 2006  Non-Employee Directors Equity Ownership Plan and 2011 Non-Employee Directors Equity Ownership Plan because they are converted into common stock on a one-for-one basis at no additional cost.
(3) The Company does not have equity compensation plans that have not been approved by the Company's security holders.

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Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information set forth under the captions “Certain Related Party Transactions,” “Audit Committee” and “Corporate Governance – Director Independence” in the Proxy Statement and is incorporated in this Item by reference.

Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

In response to this Item, and in accordance with General Instruction G(3) of Form 10-K, the information concerning fees and services of the Company’s principal accounting firms is set forth under the captions “Independent Auditor Fee Information” and “Pre-Approval Policies and Procedures” in the Proxy Statement and is incorporated in this Item by reference.

PART IV

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1.Financial Statements

The following consolidated financial statements of American Woodmark Corporation are incorporated by reference to Item 8 of this report:

Consolidated Balance Sheets as of April 30, 2014 and 2013.

Consolidated Statements of Operations – for each year of the three-year period ended April 30, 2014.

Consolidated Statements of Comprehensive Income (Loss) – for each year of the three-year period ended April 30, 2014.

Consolidated Statements of Shareholders’ Equity– for each year of the three-year period ended April 30, 2014.

Consolidated Statements of Cash Flows – for each year of the three-year period ended April 30, 2014.

Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm.

Management’s Annual Report on Internal Control over Financial Reporting.

Report of Independent Registered Public Accounting Firm – Internal Control over Financial Reporting.

(a) 2.Financial Statement Schedules

The following financial statement schedule is filed as a part of this Form 10-K:

Schedule II – Valuation of Qualifying Accounts for each year of the three-year period ended April 30, 2014.

Schedules other than the one listed above are omitted either because they are not required or are inapplicable.

(a) 3.Exhibits

3.1 (a)	Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2003; Commission File No. 000-14798).
3.1 (b)	Articles of Amendment to the Articles of Incorporation effective September 10, 2004 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K as filed on August 31, 2004; Commission File No. 000-14798).
3.2	Bylaws - as amended and restated May 29, 2014  (Filed Herewith).

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4.1	The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).
4.2	Amended and Restated Stockholders' Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245).
	Pursuant to Regulation S-K, Item 601(b)(4)(iii), instruments that define the rights of holders of the Registrant's long-term debt securities, where the long-term debt securities authorized under each such instrument do not exceed 10% of the Registrant's total assets, have been omitted and will be furnished to the Securities and Exchange Commission upon request.
10.1 (a)	Credit Agreement, dated as of December 2, 2009, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2009; Commission File No. 000-14798).
10.1 (b)	Revolving Line of Credit Note, dated as of December 2, 2009, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended October 31, 2009; Commission File No. 000-14798).
10.1 (c)	Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of January 3, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended January 31, 2012; Commission File No. 000-14798).
10.1 (d)	Second Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of May 29, 2012, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(e) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
10.1 (e)	Third Amendment to Revolving Line of Credit Note and Credit Agreement, dated as of March 18, 2013,  between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on March 19, 2013; Commission File No. 000-14798).
10.1 (f)	Security Agreement (Financial Assets), dated as of April 26, 2012, between the Company and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1ofthe Registrant’s Form 10-Q for the quarter ended July 31, 2012; Commission File No. 000-14798).
10.1 (g)	Addendum to Security Agreement (Financial Assets), effective as of April 26, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(i) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
10.1 (h)	Security Agreement, dated as of May 29, 2012, made by the Company in favor of Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.1(j) of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
10.1 (i)	Loan Agreement, dated as of February 9, 2005, by and between the Company and the Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(n) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2005; Commission File No. 000-14798).
10.1 (j)	First Amendment to Loan Agreement, dated as of April 4, 2008, by and between the Company and Maryland Economic Development Corporation (incorporated by reference to Exhibit 10.1(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2008; Commission File No. 000-14798).
10.1 (k)	Second Amendment to Loan Agreement, dated as of April 23, 2013, by and between the Company and Maryland Economic Development Corporation (Filed Herewith).
10.6 (a)(i)	Lease and Agreement, dated as of November 1, 1984, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6(a) to the Registrant’s Form S-1 for the fiscal year ended April 30, 1986; Commission File No. 33-6245).

47

10.6 (a)(ii)	Fourth Amendment to Lease and Agreement, dated as of April 1, 2011, between the Company and Amwood Associates (incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-K for the fiscal year ended April 30, 2012; Commission File No. 000-14798).
10.6 (b)	Lease, dated as of December 15, 2000, between the Company and the Industrial Development Board of The City of Humboldt, Tennessee (incorporated by reference to Exhibit 10.6(d) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2001; Commission File No. 000-14798).
10.7 (a)	1999 Stock Option Plan (incorporated by reference to Appendix B to the Registrant’s Form DEF-14A as filed on July 15, 1999; Commission File No. 000-14798).*
10.7 (b)	Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Appendix B to the Registrant’s DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).*
10.7 (c)	Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees, dated as of June 16, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
10.7 (d)	Second Amendment to Amended and Restated 2004 Stock Incentive Plan for Employees, dated as of May 21, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended July 31, 2010; Commission File No. 000-14798).*
10.7 (e)	Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on June 28, 2013; Commission File No. 000-14798).*
10.7 (f)	2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on July 12, 2006; Commission File No. 000-14798).*
10.7 (g)	Amendment to 2006 Non-Employee Directors Equity Ownership Plan, dated as of August 27, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended July 31, 2009; Commission File No. 000-14798).*
10.7 (h)	2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Appendix A to the Registrant’s DEF-14A as filed on June 30, 2011; Commission File No. 000-14798).*
10.8 (a)	Form of Grant Letter used in connection with awards of stock options granted under the Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (b)	Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (c)	Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company’s Second Amended and Restated 2004 Stock Incentive Plan for Employees (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (d)	Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s 2006 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2010; Commission File No. 000-14798).*
10.8 (e)	Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company’s 2011 Non-Employee Directors Equity Ownership Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended October 31, 2011; Commission File No. 000-14798).*

48

10.8 (f)	Employment Agreement for Mr. Kent B. Guichard (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (g)	Employment Agreement for Mr. Jonathan H. Wolk (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (h)	Employment Agreement for Mr. S. Cary Dunston (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (i)	Employment Agreement for Mr. Bradley S. Boyer (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K as filed on June 5, 2013; Commission File No. 000-14798).*
10.8 (j)	Separation Agreement and Release, dated as of August 9, 2013, between the Company and Mr. Jonathan H. Wolk (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K as filed on August 15, 2013; Commission File No. 000-14798).*
10.10 (a)	Promissory Note, dated July 30, 1998, made by the Company in favor of Amende Cabinet Corporation, a wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.10(f) to the Registrant’s Form 10-K for the fiscal year ended April 30, 1999; Commission File No. 000-14798).
10.10 (b)	Loan Agreement, dated as of December 31, 2001, between the Company and Amende Cabinet Corporation, a wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.8(k) to the Registrant’s Form 10-K for the fiscal year ended April 30, 2002; Commission File No. 000-14798).
10.10 (c)	Equipment Lease, dated as of June 30, 2004, between the Company and the West Virginia Economic Development Authority dated (incorporated by reference to Exhibit 10.1(l) to the Registrant’s Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798).
10.10 (d)	West Virginia Facility Lease, dated as of July 30, 2004, between the Company and the West Virginia Economic Development Authority (incorporated by reference to Exhibit 10.1(m) to the Registrant’s Form 10-Q for the quarter ended July 31, 2004; Commission File No. 000-14798).
21	Subsidiary of the Company (Filed Herewith).
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm (Filed Herewith).
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed Herewith).
101	Interactive Data File for the Registrant’s Annual Report on Form 10-K for the year ended April 30, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements (Filed Herewith).

*Management contract or compensatory plan or arrangement.

49

Schedule II - Valuation and Qualifying Accounts

AMERICAN WOODMARK CORPORATION

(In Thousands)

Description (a)	Balance at Beginning of Year	Additions (Reductions) Charged to Cost and Expenses		Other	Deductions		Balance at End of Year
Year ended April 30, 2014:
Allowance for doubtful accounts	$          148	$              31		$         -	$           (77)	(b)	$      102
Reserve for cash discounts	$          669	$         8,529	(c)	$         -	$      (8,471)	(d)	$      727
Reserve for sales returns and allowances	$       1,536	$         7,245	(c)	$         -	$      (7,142)		$   1,639
Year ended April 30, 2013:
Allowance for doubtful accounts	$            93	$              92		$         -	$           (37)	(b)	$      148
Reserve for cash discounts	$          645	$         8,174	(c)	$         -	$      (8,150)	(d)	$      669
Reserve for sales returns and allowances	$       1,301	$         7,496	(c)	$         -	$      (7,261)		$   1,536
Year ended April 30, 2012:
Allowance for doubtful accounts	$            67	$            123		$         -	$           (97)	(b)	$        93
Reserve for cash discounts	$          710	$         7,317	(c)	$         -	$      (7,382)	(d)	$      645
Reserve for sales returns and allowances	$       1,194	$         7,040	(c)	$         -	$      (6,933)		$   1,301

(a)All reserves relate to accounts receivable.

(b)Principally write-offs, net of collections.

(c)Reduction of gross sales.

(d)Cash discounts granted.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

8
	American Woodmark Corporation
	(Registrant)
June 30, 2014	/s/ KENT B. GUICHARD
	Kent B. Guichard Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

June 30, 2014	/s/ KENT B. GUICHARD	June 30, 2014	/s/ VANCE W. TANG
	Kent B. Guichard Chairman and Chief  Executive Officer (Principal Executive Officer) Director		Vance W. Tang Director
June 30, 2014	/s/ M. SCOTT CULBRETH	June 30, 2014	/s/ JAMES G. DAVIS, JR.
	M. Scott Culbreth Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		James G. Davis, Jr. Director
June 30, 2014	/s/ WILLIAM F. BRANDT, JR.	June 30, 2014	/s/ MARTHA M. DALLY
	William F. Brandt, Jr. Director		Martha M. Dally Director
June 30, 2014	/s/ DANIEL T. HENDRIX	June 30, 2014	/s/ KENT J. HUSSEY
	Daniel T. Hendrix Director		Kent J. Hussey Director
June 30, 2014	/s/ CAROL B. MOERDYK	June 30, 2014	/s/ ANDREW B. COGAN
	Carol B. Moerdyk Director		Andrew B. Cogan Director

In accordance with Securities and Exchange Commission requirements, the Company will furnish copies of all exhibits to its Form 10-K not contained herein upon receipt of a written request and payment of $.10 (10 cents) per page to:

Mr. Glenn Eanes

Vice President & Treasurer

American Woodmark Corporation

P.O. Box 1980

Winchester, Virginia 22604-8090

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EX-3.2

Exhibit 3.2

BYLAWS OF
AMERICAN WOODMARK CORPORATION

AMENDED AND RESTATED
August 21, 2014

ARTICLE I.
SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the fourth Thursday in August of each year beginning at 9:00 a.m., or at such other time on such other date in each year as may be designated by resolution of the Board of Directors from time to time.

At each annual meeting of shareholders, only such business shall be conducted as is proper to consider and has been brought before the meeting (i) pursuant to the Corporation’s notice of the meeting, (ii) by or at the direction of the Board of Directors or (iii) by a shareholder who is a shareholder of record of a class of shares entitled to vote on the business such shareholder is proposing and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for such annual meeting, and who complies with the notice procedures set forth in this Section.

In order to bring before an annual meeting of shareholders any business which may properly be considered and which a shareholder has not sought to have included in the Corporation’s proxy statement for the meeting, a shareholder who meets the requirements set forth in the preceding paragraph must give the Corporation timely written notice. To be timely, a shareholder’s notice must be given, either by personal delivery to the Secretary at the principal office of the Corporation or by first class United States mail, with postage prepaid, addressed to the Secretary at the principal office of the Corporation. Any such notice must be received (i) not less than 120 days before the one-year anniversary of the date of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) not less than 90 days before the date of the meeting if the date of such meeting, as prescribed in these bylaws, has been changed by more than 30 days.

Each such shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) the name and address, as they appear on the Corporation’s stock transfer books, of the shareholder proposing business, (ii) the class and number of shares of stock of the Corporation beneficially owned by such shareholder, (iii) a representation that such shareholder is a shareholder of record at the time of the giving of the notice and intends to appear in person or by proxy at the meeting to present the business specified in the notice, (iv) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented and the reasons for wanting to conduct such business and (v) any interest which the shareholder may have in such business. The Chairman of the meeting may dismiss any business that a shareholder attempts to bring before an annual meeting without complying with the foregoing procedure. The foregoing provisions are not applicable to shareholder nominations of Directors, the process for which is set forth in Article II.

The Secretary shall deliver each shareholder’s notice that has been timely received to the Chairman of the Board or, if there is not one, to the Chief Executive Officer for review.

Notwithstanding the foregoing provisions of this Section, a shareholder seeking to have a proposal included in the Corporation’s proxy statement for an annual meeting of shareholders shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), or with any successor regulation. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called the Chairman of the Board of Directors (the “Chairman”), the Chief

Executive Officer or the Board of Directors. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia unless otherwise prescribed by statute, as the place of meeting of shareholders for any annual meeting or for any special meeting. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of each meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting (except when a different time is required in these Bylaws or by law), either personally or by mail, telecopy or any other form of communication permitted by applicable law or by private courier, by or at the direction of the Chairman, the Chief Executive Officer, the Board of Directors or the Secretary to each shareholder of record entitled to vote at such meeting. If the purpose for which a shareholders meeting is called is to act on an amendment to the Articles of Incorporation, a plan of merger, share exchange, domestication or entity conversion, a proposed sale of assets contemplated by Section 13.1-724 of the Virginia Stock Corporation Act, or the dissolution of the Corporation, notice shall be delivered not less than twenty-five (25) nor more than sixty (60) days before the meeting date to all shareholders of the Corporation, whether or not entitled to vote.

Notwithstanding the foregoing, no notice of a shareholders’ meeting need be given to a shareholder if (i) an annual report and proxy statements for two consecutive annual meetings of shareholders, or (ii) all, and at least two, checks in payment of dividends or interest on securities during a twelve-month period, have been sent by first-class United States mail, with postage prepaid, addressed to the shareholder at his or her address as it appears on the share transfer books of the Corporation, and returned undeliverable. The obligation of the Corporation to give notice of shareholders’ meetings to any such shareholder shall be reinstated once the Corporation has received a new address for such shareholder for entry on its share transfer books.

If a meeting is adjourned to a different date, time or place, notice need not be given if the new date, time or place is announced at the meeting before adjournment. However, if a new record date for an adjourned meeting is fixed, notice of the adjourned meeting shall be given to shareholders as of the new record date unless a court provides otherwise.

SECTION 5. Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive any dividend or for any purpose, the Board of Directors may fix, in advance, a record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days before the meeting or action requiring such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which shall be required if the meeting is adjourned to a date more than one-hundred twenty (120) days after the date of the original meeting.

SECTION 6. Voting Lists. At least ten (10) days before each meeting of shareholders, the officer or agent having charge of the share transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof with the address of and the number of shares held by each. For a period of ten days before the meeting, such list shall be kept on file at the registered office of the Corporation or at its principal office or at the office of its transfer agent or registrar. Any person who shall have been a shareholder of record for at least 6 months immediately preceding such person’s demand or who shall be the holder of record of at least 5% of all the outstanding shares of the Corporation, upon demand made in good faith stating with reasonable particularity the purpose of such demand, shall have the right to inspect such list, in person, for any proper purpose if such list is directly connected with such purpose, during usual business hours within the period of 10 days prior to the meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof.

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SECTION 7. Quorum. Unless otherwise required by law or the Articles of Incorporation, a majority of the outstanding shares of the Corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote the shareholder’s shares in person or by proxy. A shareholder or the shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by any other means authorized by the Virginia Stock Corporation Act or other applicable law. Such proxy shall be effective when filed with the Secretary of the Corporation or other officer or agent of the Corporation authorized to tabulate votes. Such proxy shall be valid for eleven (11) months from the date of its execution, unless otherwise provided in the proxy. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

SECTION 9. Voting of Shares. If a quorum exists, action on a matter, other than the election of directors, is approved if the number of votes cast favoring the action exceed the number of votes cast opposing the action unless a greater number of affirmative votes is required by law or by the Board of Directors or other person proposing the matter or is otherwise required by the Articles of Incorporation or these Bylaws. The vote required in the election of directors shall be as provided in Section 4 of Article II.

SECTION 10. Organization and Order of Business.  

(a) The Chairman shall serve as chairman at all meetings of the shareholders. In the absence of the Chairman or if the Chairman declines to serve, the chairman of the meeting shall be designated by the Board of Directors. The Secretary or, in the Secretary’s absence, an Assistant Secretary shall act as secretary at all meetings of the shareholders. In the event that neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) The chairman of the meeting shall have the authority to make such rules and regulations, to establish such procedures and to take such steps as the chairman deems necessary or desirable for the proper conduct of each meeting of the shareholders, including, without limitation, the authority to make the agenda and to establish procedures for (i) dismissing business not properly presented, (ii) maintaining order and safety, (iii) placing limitations on the time allotted to questions or comments on the affairs of the Corporation, (iv) placing restrictions on attendance at a meeting by persons or classes of persons who are not shareholders or their proxies, (v) restricting entry to a meeting after the time prescribed for the commencement thereof, (vi) commencing, conducting and closing voting on any matter and (vii) adjourning the meeting to be reconvened at a later date.

ARTICLE II.
BOARD OF DIRECTORS

SECTION 1. General Powers. The Corporation shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation.

SECTION 2. Number, Tenure and Qualification. The number of directors of the Corporation shall be ten. Directors shall be elected for terms that expire at the next annual meeting of shareholders following their election. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor shall have been elected and duly qualified, until there is a decrease in the number of directors or until removed by the shareholders, whichever event first occurs.

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SECTION 3. Nomination of Directors. Nominations for the election of directors at any annual meeting of shareholders may be made by the Board of Directors or by any shareholder who is a shareholder of record of a class of shares entitled to vote in the election of directors generally and who is such a shareholder of record, both at the time of the giving of the shareholder’s notice hereinafter described in this Section and on the record date for such annual meeting. However, such a shareholder may nominate one or more persons for election as directors only if written notice of such shareholder’s intent to make such nomination or nominations is submitted in writing, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation and is received at the Corporation’s principal executive offices not later than, (i) 120 days before the one-year anniversary of the date of the preceding year’s annual meeting of shareholders, if clause (ii) is not applicable, or (ii) 90 days before the date of the annual meeting if the date of such annual meeting, as prescribed in these bylaws, has been changed by more than 30 days.

Each such nomination shall set forth the name and address of the nominee and a description of the nominee’s qualifications for serving as a director and: (i) the name and address of the shareholder making the nomination; (b) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and, if necessary, would appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee as would be required to be included in a proxy statement filed under the proxy rules of the Securities and Exchange Commission if the nominee were to be nominated by the Board of Directors; (d) information concerning each nominee’s independence as defined by applicable NASDAQ listing standards; and (e) the consent of each nominee to serve as a director of the Corporation if elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

SECTION 4. Election. Except as provided in Section 13 of this Article II, directors shall be elected by the holders of the common shares at each annual meeting of shareholders or at a special meeting called for such purpose. Each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting of shareholders for the election of directors at which a quorum is present; provided, that if it is determined that the number of persons properly nominated to serve as elected directors of the Corporation exceeds the number of directors to be elected (a contested election), the directors shall be elected by a plurality of the votes of the shares represented at the meeting and entitled to vote on the election of directors. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director.

In order for any incumbent director to be a nominee for continued service on the Board of Directors he or she must submit an irrevocable offer of resignation, contingent on failing to receive a majority of the votes cast in an uncontested election. Following an uncontested election, if a nominee who is an incumbent director does not receive a majority of the votes cast, the committee of the Board of Directors responsible for nominating and governance matters shall consider, and recommend to the Board of Directors, whether to accept or reject the offer of resignation. Within 90 days following certification of the election results, the Board of Directors shall act on the offered resignation. In determining whether or not to accept the offered resignation, the Board of Directors shall consider any recommendation of the committee of the Board of Directors responsible for nominating and governance matters, the factors considered by that committee and any additional information and factors that the Board of Directors believes to be relevant. The Board of Directors will promptly disclose its decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a press release to be disseminated in the manner that the Corporation’s press releases typically are distributed.

An incumbent director who fails to receive a sufficient vote for reelection shall not participate in the deliberations or decisions of the committee of the Board of Directors responsible for nominating and governance matters, or the Board of Directors, regarding such director’s resignation. However, if each member of the committee of the Board of Directors responsible for nominating and governance matters fails to receive a sufficient vote for reelection, then the independent directors who did receive a sufficient vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them. In addition, if the only directors who did receive a sufficient vote for reelection in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept or reject the resignation offers.

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If the submitted resignation is not accepted by the Board of Directors, the director, despite the expiration of his or her term, shall continue to serve until his or her successor shall have been elected and duly qualified or until there is a decrease in the number of directors. If a director’s resignation is accepted by the Board of Directors, or if a nominee for director is not elected by the shareholders, then the Board of Directors, in its sole discretion, may fill any resulting vacancy in accordance with Section 13 of this Article II.

No individual shall be named or elected as a director without such individual’s prior consent.

SECTION 5. Regular Meetings. The Board of Directors may adopt a schedule of meetings, which shall be considered regular meetings. Regular meetings shall be held at such times and at such places, within or without the Commonwealth of Virginia, as the Chairman, the Chief Executive Officer or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, the Chief Executive Officer, the Board of Directors or any two directors and shall be held at such times and at such places, within or without the Commonwealth of Virginia, as such person or persons calling the meeting shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation.

SECTION 7. Notice. No notice need be given of regular meetings of the Board of Directors. Notice of any special meeting shall be given at least six (6) hours before the meeting in person or delivered to his or her residence or business address (or such other place as the director may have directed in writing) by mail, messenger, telecopy, telegraph, email or any other form of communication permitted by applicable law or by telephoning such notice to the director. Any such notice may be oral or written and shall set forth the time and place of the meeting and shall state the purpose for which the meeting is called.

SECTION 8. Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors then present may adjourn the meeting from time to time without further notice.

SECTION 9. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) the director objects, at the beginning of the meeting or promptly upon arrival, to holding the meeting or transacting specified business at the meeting or (ii) the director votes against or abstains from the action taken.

SECTION 10. Participation in Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 11. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if one or more written consents describing the action is signed by each director before or after such action is taken and included in the minutes or filed with the corporate records. Action taken under this Section shall be effective when the last director signs the consent unless the consent specifies a different effective date in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.

SECTION 12. Removal. The shareholders may remove one or more directors with or without cause. Unless the Articles of Incorporation require a greater vote, a director may be removed if the number of votes cast to remove the director constitutes a majority of the votes entitled to be cast at an election of directors. A director may be removed by the shareholders only at a meeting called for the purpose of removing such director and the meeting notice must state that the purpose, or one of the purposes of the meeting, is removal of the director.

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SECTION 13.Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. The term of a director elected by the Board of Directors to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 14. Compensation. The directors shall receive such compensation for their services as directors and as members or chair of any committee appointed by the Board as may be prescribed by the Board of Directors and shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.

SECTION 15. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Unless otherwise provided in these Bylaws, each committee shall have two or more members who serve at the pleasure of the Board of Directors. The creation of a committee and appointment of members to it shall be approved by the greater of (i) a majority of all of the directors in office when action is taken, or (ii) the number of directors required by the Articles of Incorporation or these Bylaws to take action. The provisions of these Bylaws that govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees of directors and their members as well.

SECTION 16. Chairman of the Board. The Chairman, if one is designated by the Board of Directors, shall preside at all meetings of the Board and perform such other duties as the Board shall assign from time to time. In the absence of the Chairman, the chairman of the meeting shall be designated by the Board of Directors.

SECTION 17. Secretary of Meetings. The Secretary or an Assistant Secretary shall act as secretary of meetings of the Board. In the absence of the Secretary or an Assistant Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

ARTICLE III.
OFFICERS

SECTION 1. Number. The officers of the Corporation shall include a President and a Secretary and may include a Chairman of the Board, one or more Vice Presidents, a Treasurer and such other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. The Board of Directors shall designate a Chief Executive Officer and a Chief Financial Officer of the Corporation. One person may hold two or more offices, except those of Chief Executive Officer and Secretary.

SECTION 2. Election and Term of Office. The Board of Directors shall elect the Chairman of the Board, if there is one, the President, the Secretary and such other officers as the Board of Directors shall, in its discretion, determine. The Chief Executive Officer may, from time to time, appoint other officers. The action of the Chief Executive Officer in appointing officers shall be reported to the Board of Directors no later than the next regular meeting of the Board of Directors after it is taken. Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or resignation or shall have been removed in the manner hereinafter provided.

SECTION 3. Removal. Any officer, employee or agent may be removed by the Board of Directors with or without cause whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer or assistant officer, if appointed by the Chief Executive Officer, may likewise be removed by the Chief Executive Officer. Such action shall be reported to the next regular meeting of the Board of Directors after it is taken. Election or appointment of an officer, employee or agent shall not of itself create contract rights.

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of

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the business and affairs of the Corporation and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 5. President. In the absence of the Chief Executive Officer or in the event of his or her death, resignation, removal or inability or refusal to act, and unless and until the Board designates an interim or acting Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President shall perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.

SECTION 6. Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep or cause to be kept full and accurate books of account. Whenever required by the Board of Directors or the Chief Executive Officer, the Chief Financial Officer shall render financial statements showing all transactions of the Corporation and the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties as from time to time may be assigned by the Chief Executive Officer or by the Board of Directors.

SECTION 7. Secretary. The Secretary, or an Assistant Secretary, shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation, if any; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such officer by the Chief Executive Officer or by the Board of Directors.

SECTION 8. Duties of Other Officers. The other officers of the Corporation, which may include Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, a Treasurer, Assistant Treasurers, a Controller or Assistant Controllers, and Assistant Secretaries shall have such authority and perform such duties as shall be prescribed by the Board of Directors or the Chief Executive Officer. To the extent that such duties are not so stated, such officers shall have such authority and perform the duties which generally pertain to their respective offices, subject to the direction of the Chief Executive Officer or the Board of Directors.

SECTION 9. Voting Securities of Other Corporations. Unless otherwise provided by the Board of Directors, each of the Chief Executive Officer, President and Chief Financial Officer, in the name and on behalf of the Corporation, may appoint from time to time himself or herself or any other person (or persons) proxy, attorney or agent for the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder, member or otherwise in any other corporation, partnership or other legal entity, domestic or foreign, whose stock, interests or other securities are held by the Corporation, or to consent in writing to any action by such other entity, or to exercise any or all other powers of this Corporation as the holder of the stock, interests or other securities of such other entity. Each of the Chief Executive Officer, President and Chief Financial Officer may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation and under its corporate seal such written proxies, consents, waivers, or other instruments as may be deemed necessary or proper. Each of the Chief Executive Officer, President and Chief Financial Officer may attend any meeting of the holders of stock, interests or other securities of any such other entity and vote or exercise any or all other powers of this Corporation as the holder of the stock, interest or other securities of such other entity.

SECTION 10. Compensation. The Board of Directors or a committee of the Board of Directors shall fix the compensation of the senior executive officers of the Corporation, including the Chief Executive Officer.

SECTION 11. Contracts. Each of the Chief Executive Officer, President and Chief Financial Officer (each an “Authorized Officer”), and any officer(s), employee(s) or agent(s) of the Corporation any such Authorized Officer may designate, may enter into any deed, mortgage, deed of trust, note, lease, contract or agreement (collectively “Contracts”) and execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any other officer(s), employee(s) or agent(s), of the Corporation to enter into any Contracts or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

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ARTICLE IV.
SHARE CERTIFICATES

SECTION 1. Certificates for Shares. Shares of the Corporation, when fully paid, shall be evidenced by certificates containing such information as is required by law and in such form as approved by the Board of Directors. When issued, such certificates shall be signed by the Chief Executive Officer, President or Chief Financial Officer and the Secretary or an Assistant Secretary and may (but need not) be sealed with the seal of the Corporation. The seal of the Corporation and any or all of the signatures on a share certificate may be facsimile. If any officer, transfer agent or registrar who signed, or whose facsimile signature has been written, printed or stamped on, a certificate for shares shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate shall be as valid as though such individual were such officer, transfer agent or registrar at the date of issue.

Alternatively, the Board of Directors may authorize the issuance of some or all shares without certificates. In such event, within a reasonable time after issuance, the Corporation shall mail to the shareholder a written confirmation of its records with respect to such shares containing the information required by law.

SECTION 2. Transfer; Restrictions on Transfer. The Board of Directors may make rules and regulations concerning the issue, registration and transfer of shares and/or certificates representing the shares of the Corporation. Transfer of shares of the Corporation, and/or certificates representing such shares, shall be made on the share transfer books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact thereunto authorized by power-of-attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate representing such shares, if any, accompanied by written assignments given by such record holder, legal representative or attorney-in-fact.

SECTION 3. Transfer Agents and Registrar. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate.

SECTION 4. Lost or Destroyed Share Certificates. The Corporation may issue a new share certificate or a written confirmation of its records with respect to shares in the place of any certificate theretofore issued which is alleged to have been lost or destroyed, and may require the owner of such certificate, or such owner’s legal representative, to give the Corporation a bond, with or without surety, or such other agreement, undertaking or security as the Board of Directors shall determine is appropriate, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of the former certificate or the issuance of any such new certificate.

SECTION 5. Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person. The Corporation shall not be liable for registering any transfer of shares which are registered in the name of a fiduciary unless done with actual knowledge of facts which would cause the Corporation’s action in registering the transfer to amount to bad faith.

ARTICLE V.
FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of May of each year and end on the last day of April in such year. The Board of Directors shall have power to fix and to change the fiscal year of the Corporation.

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ARTICLE VI.
CORPORATE SEAL

The Corporation may, but need not, have a corporate seal, which may be altered at will, and may use the same by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The failure to affix a seal shall not affect the validity of any instrument.

ARTICLE VII.
WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Virginia Stock Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Such waiver shall be delivered to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.

A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

A director’s attendance at or participation in a meeting waives any required notice to such director of the meeting unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

ARTICLE VIII.
AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. Bylaws adopted by the Board of Directors may be repealed or changed or new bylaws adopted by the shareholders, and the shareholders may prescribe that any bylaw adopted by them may not be altered, amended or repealed by the Board of Directors.

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EX-21

Exhibit 21

Subsidiaries of the Registrant

Listed below are the subsidiaries of the Company, each of which is in the consolidated financial statements of the Company, and the percentage of ownership by the Company.

Name of Subsidiary	Jurisdiction of Incorporation	Securities Ownership
Amende Cabinet Corporation	Virginia	100%

EX-23.1

Exhibit 23.1

Report and Consent of Independent Registered Public Accounting Firm

The Board of Directors

American Woodmark Corporation:

The audits referred to in our report dated June 30, 2014, with respect to the consolidated financial statements of American Woodmark Corporation (the Company), included the related financial statement schedule (Schedule II ‑ Valuation and Qualifying Accounts) as of April 30, 2014 and 2013 and for each of the years in the three-year period ended April 30, 2014 included in Item 15(a)2 of the Company’s 2014 Annual Report on Form 10‑K. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-41900, 333‑122438, 333-136867, 333-141621, 333-172059, 333-176902 and 333-186266) of the Company of our reports dated June 30, 2014, with respect to the consolidated balance sheets of the Company as of April 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended April 30, 2014, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of April 30, 2014, which reports appear in the April 30, 2014 Annual Report on Form 10-K of the Company.

/s/ KPMG LLP

Richmond, Virginia

June 30, 2014

EX-31.1

Exhibit 31.1

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Kent B. Guichard, certify that:

1. I have reviewed this report on Form 10-K of American Woodmark Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

8
Date: June 30, 2014	/s/ KENT B. GUICHARD
	Kent B. Guichard
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, M. Scott Culbreth, certify that:

1. I have reviewed this report on Form 10-K of American Woodmark Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 30, 2014	/s/ M. SCOTT CULBRETH
	M. Scott Culbreth
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

Each of the undersigned hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. The Annual Report on Form 10-K of American Woodmark Corporation for the annual period ended April 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”)  fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 30, 2014	/s/ KENT B. GUICHARD
	Kent B. Guichard
	Chairman and Chief Executive Officer
	(Principal Executive Officer)
Date: June 30, 2014	/s/ M. SCOTT CULBRETH
	M. Scott Culbreth
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

XML

Customer Receivables (Components Of Customer Receivables) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014	Apr. 30, 2013
Customer Receivables [Abstract]
Gross customer receivables	$ 48,943	$ 41,397
Allowance for doubtful accounts	(102)	(148)
Allowance for returns and discounts	(2,366)	(2,205)
Net customer receivables	$ 46,475	$ 39,044

XML

Employee Benefit And Retirement Plans (Net Periodic Pension Cost) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Employee Benefit And Retirement Plans [Abstract]
Service cost	$ 0	$ 0	$ 5,305
Interest cost	6,203	6,261	6,533
Expected return on plan assets	(7,113)	(6,563)	(6,533)
Amortization of prior service cost	0	0	53
Curtailment loss	0	0	331
Recognized net actuarial loss	1,129	923	1,710
Pension benefit cost	$ 219	$ 621	$ 7,399

XML

Stock-Based Compensation (Schedule Of Stock Option Activity) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2011
Stock-Based Compensation [Abstract]
Oustanding number of options, Beginning Balance	1,401,813	1,624,760	1,605,356
Options granted	60,500	125,000	130,000
Options exercised	(551,485)	(251,799)	(1,200)
Options cancelled or expired	(59,514)	(96,148)	(109,396)
Oustanding number of options ending balance	851,314	1,401,813	1,624,760	1,605,356
Remaining contractual term outstanding	4 years 3 months 18 days	4 years 9 months 18 days	5 years 1 month 6 days	5 years 8 months 12 days
Remaining contractual term, granted	9 years 1 month 6 days	9 years 1 month 6 days	9 years 1 month 6 days
Exercise price, beginning	$ 27.27	$ 27.64	$ 28.48
Exercise price, granted	$ 36.74	$ 17.62	$ 18.16
Exercise price, exercised	$ 26.61	$ 23.35	$ 14.93
Exercise price, cancelled or expired	$ 30.17	$ 31.03	$ 28.82
Exercise price, ending	$ 28.16	$ 27.27	$ 27.64	$ 28.48
Aggregate intrinsic value outstanding, beginning balance	$ 9,272	$ 0	$ 29
Aggregate intrinsic value outstanding, ending balance	3,121	9,272	0	29
Aggregate intrinsic value, exercised	5,156	1,868	6
Vested and expected to vest in the future, Number of options	836,259
Vested and expected to vest in the future, Remaining contractual term	4 years 2 months 12 days
Vested and expected to vest in the future, Exercise price	$ 28.24
Vested and expected to vest in the future, Aggregate intrinsic value	2,995
Exercisable, Number of options	699,412
Exercisable, Remaining contractual term	3 years 4 months 24 days
Exercisable, Exercise price	$ 29.00
Exercisable, Aggregate intrinsic value	$ 1,900

XML

Employee Benefit And Retirement Plans (Schedule Of Assumptions Used To Determine Benenfit Obligations And Earnings Effects For Pension Plans) (Details)	12 Months Ended
	Apr. 30, 2014		Apr. 30, 2013		Apr. 30, 2012		Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.56%		4.21%
Pension Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.21%		4.66%		4.76%	[1]	5.66%	[1]
Expected return on plan assets	7.50%		7.50%		8.00%
Rate of compensation increase		[2]		[2]	4.00%

[1] The discount rate was 5.66% from May 1, 2011 to December 31, 2011 and 4.76% from January 1, 2012 to April 30, 2012. The rate changed during fiscal 2012 as a result of the required re-measurement of the Company's pension liability upon its decision to freeze its pension plans.

[2] The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans effective as of that date.

XML

Stock-Based Compensation (Narrative) (Details) (USD $)	12 Months Ended
	Apr. 30, 2014 ShareBasedCompensationPlan	Apr. 30, 2013	Apr. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock-based compensation plans	2
Stock-based compensation expense	$ 3,295,000	$ 3,509,000	$ 3,413,000
Shares available for awards	1,075,350
Total fair value of options vested	700,000	1,200,000	2,400,000
Total unrecognized compensation expense related to unvested stock options granted	800,000
Expected to be recognized over a weighted average period	1 year 8 months 12 days
Cash received from options exercised	14,700,000	5,900,000	0
Tax benefit realized from the tax deduction from option exercises	2,011,000	729,000	3,000
Vesting period, years	3 years
Contractual terms, years	3 years 4 months 24 days
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual terms, years	10 years
Employee And Non Employee Director Service Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	2 years
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense related to unvested stock options granted	2,900,000
Expected to be recognized over a weighted average period	2 years
Vesting period, years	3 years
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period, years	3 years
Performance-Based Restricted Stock Tracking Units (RSTUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares approved for grants	9,486
Service-Based Restricted Stock Tracking Units (RSTUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares approved for grants	3,264
Restricted Stock Tracking Units (RSTUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 78,000
Vesting period, years	3 years
Maximum [Member] | Non Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual terms, years	10 years
Maximum [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual terms, years	10 years
Minimum [Member] | Non Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual terms, years	4 years

XML

Income Taxes (Tables)

12 Months Ended

Apr. 30, 2014

Income Taxes [Abstract]

Schedule Of Income Tax Expense

		FISCAL YEARS ENDED APRIL 30
(in thousands)		2014		2013		2012
CURRENT EXPENSE (BENEFIT)
Federal	$	4,825	$	1,031	$	(36)
State		406		162		(176)
Total current expense (benefit)		5,231		1,193		(212)
DEFERRED EXPENSE (BENEFIT)
Federal		6,076		4,859		(10,115)
State		1,902		930		(2,175)
Total deferred expense (benefit)		7,978		5,789		(12,290)
Total expense (benefit)		13,209		6,982		(12,502)
Other comprehensive income (loss)		3,944		(2,905)		(3,624)
Total comprehensive income tax expense (benefit)	$	17,153	$	4,077	$	(16,126)

Schedule Of Effective Income Tax Rate Reconciliation

	FISCAL YEARS ENDED APRIL 30
	2014		2013		2012
Federal statutory rate	35.0	%	35.0	%	35.0	%
Effect of:
Tax basis adjustment	0.0	%	0.0	%	(1.7)	%
Meals and entertainment	0.8		1.5		(0.8)
Domestic production deduction	(1.8)		(0.3)		0.0
Other	0.7		1.4		0.0
Total	(0.3)	%	2.6	%	(2.5)	%
Effective federal income tax rate	34.7	%	37.6	%	32.5	%
State income taxes, net of federal tax effect	4.5		4.1		5.1
Effective income tax rate	39.2	%	41.7	%	37.6	%

Schedule Of Significant Components Of Deferred Tax Assets And Liabilities

		APRIL 30
(in thousands)		2014		2013
Deferred tax assets:
Pension benefits	$	15,381	$	20,563
Accounts receivable		4,603		3,983
Product liability		745		700
Employee benefits		8,523		11,243
Net operating loss carryforward		469		1,099
Income tax credits		0		1,088
Depreciation		0		73
Other		199		496
Total		29,920		39,245
Deferred tax liabilities:
Inventory		496		502
Depreciation		2,374		0
		2,870		502
Net deferred tax asset	$	27,050	$	38,743

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Employee Benefit And Retirement Plans (Schedule Of Pension Assets By Major Category Of Plan Assets And Type Of Fair Value Measurements) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014		Apr. 30, 2013		Apr. 30, 2012
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 102,599		$ 95,733		$ 85,717
Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	338		315
Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	102,261		95,418
Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0		0
Cash and Cash Equivalents [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	338		315
Cash and Cash Equivalents [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	338		315
Cash and Cash Equivalents [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0		0
Cash and Cash Equivalents [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0		0
Equity Index Value Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	20,753	[1]	19,202	[1]
Equity Index Value Fund [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Equity Index Value Fund [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	20,753	[1]	19,202	[1]
Equity Index Value Fund [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Equity Index Growth Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	20,485	[1]	19,245	[1]
Equity Index Growth Fund [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Equity Index Growth Fund [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	20,485	[1]	19,245	[1]
Equity Index Growth Fund [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Small Cap Index Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5,929	[1]	5,632	[1]
Small Cap Index Fund [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Small Cap Index Fund [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	5,929	[1]	5,632	[1]
Small Cap Index Fund [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
International Equity Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4,166	[1]	3,932	[1]
International Equity Fund [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
International Equity Fund [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4,166	[1]	3,932	[1]
International Equity Fund [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Core Fixed Income Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	33,409	[1]	30,000	[1]
Core Fixed Income Fund [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Core Fixed Income Fund [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	33,409	[1]	30,000	[1]
Core Fixed Income Fund [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Capital Preservation Fund [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	17,519	[1]	17,407	[1]
Capital Preservation Fund [Member] | Fair Value Measurements Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0	[1]	0	[1]
Capital Preservation Fund [Member] | Fair Value Measurements Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	17,519	[1]	17,407	[1]
Capital Preservation Fund [Member] | Fair Value Measurements Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 0	[1]	$ 0	[1]

[1] The Collective Trust Funds are valued by applying each plan's ownership percentage in the fund to the fund's net assets at fair value at the valuation date.

XML

Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Apr. 30, 2014

Summary Of Significant Accounting Policies [Abstract]

Principles Of Consolidation And Basis Of Presentation

Principles of Consolidation and Basis of Presentation:  The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Revenue Recognition:  The Company recognizes revenue when product is delivered to the customer and title has passed. Revenue is based on invoice price less allowances for sales returns, cash discounts and other deductions.

Cost Of Sales And Distribution

Cost of Sales and Distribution:  Cost of sales and distribution includes all costs associated with the manufacture and distribution of the Company’s products including the costs of shipping and handling.

Advertising Costs

Advertising Costs:  Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2014, 2013 and 2012 were $30.4 million, $36.5 million and $37.4 million, respectively.

Cash And Cash Equivalents

Cash and Cash Equivalents:  Cash in excess of operating requirements is invested in money market accounts which are carried at cost (which approximates fair value). The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents were $38.9 million at both April 30, 2014 and 2013.

Inventories

Inventories:  Inventories are stated at lower of cost or market. Inventory costs are determined by the last-in, first-out (LIFO) method.

The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the first-in, first-out method (FIFO). FIFO inventory cost approximates replacement cost.

Property, Plant And Equipment

Property, Plant and Equipment:  Property, plant and equipment is stated on the basis of cost less accumulated depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from 15 to 30 years for buildings and improvements and 3 to 10 years for machinery and equipment. Assets under capital leases are amortized over the shorter of their estimated useful lives or the term of the related lease.

Impairment Of Long-Lived Assets

Impairment of Long-Lived Assets:  The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During fiscal years 2014, 2013 and 2012, the Company concluded no impairment existed, except for impairments related to restructuring activities.

Promotional Displays

Promotional Displays:  The Company invests in promotional displays in retail stores to demonstrate product features, product and quality specifications and serve as a training tool for retail kitchen designers. The Company invests in these long-lived productive assets to provide the aforementioned benefits. The Company's investment in promotional displays is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over periods of 30 to 36 months (the estimated period of benefit). Promotional display amortization expense for fiscal years 2014, 2013 and 2012 was $3.7 million, $4.0 million and $5.6 million, respectively, and is included in selling and marketing expenses.

Income Taxes

Income Taxes:  The Company accounts for deferred income taxes utilizing the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statement amounts and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which these items are expected to reverse. At each reporting date, the Company evaluates the need for a valuation allowance to adjust deferred tax assets and liabilities to an amount that more likely than not will be realized.

Pensions

Pensions:  The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees hired before April 30, 2012.  Both defined benefit pension plans were frozen effective April 30, 2012.  The Company recognizes the overfunded or underfunded status of its defined benefit pension plans, measured as the difference between the fair value of plan assets and the benefit obligation, in its consolidated balance sheets. The Company also recognizes the actuarial gains and losses and the prior service costs, credits and transition costs as a component of other comprehensive income (loss), net of tax.

Stock-Based Compensation

Stock-Based Compensation:  The Company recognizes stock-based compensation expense based on the grant date fair value over the requisite service period.

Recent Accounting Pronouncements

Recent Accounting Pronouncements:  In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.  The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements.  The Company adopted this guidance effective May 1, 2013 with no significant impact on the Company’s results of operations or financial position.

Use Of Estimates

Use of Estimates:  The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates.

Reclassifications

Reclassifications:  Certain reclassifications have been made to prior period balances to conform to the current year presentation, including between components of property, plant and equipment.

XML

Stock-Based Compensation (Summary Of RSU's Activity) (Details) (USD $)	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Employee Performance Based Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	279,105	237,076	174,570
Granted	75,600	129,075	134,250
Cancelled due to non-achievement of performance goals	(23,384)	(24,311)	(48,870)
Settled in common stock	(74,935)	(49,546)	(666)
Forfeited	(20,591)	(13,189)	(22,208)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	235,795	279,105	237,076
Serviced-Based RSUs [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	155,000	155,728	119,100
Granted	44,092	63,025	64,750
Cancelled due to non-achievement of performance goals	0	0	0
Settled in common stock	(60,310)	(58,328)	(17,951)
Forfeited	(15,407)	(5,425)	(10,171)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	123,375	155,000	155,728
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	434,105	392,804	293,670
Granted	119,692	192,100	199,000
Cancelled due to non-achievement of performance goals	(23,384)	(24,311)	(48,870)
Settled in common stock	(135,245)	(107,874)	(18,617)
Forfeited	(35,998)	(18,614)	(32,379)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	359,170	434,105	392,804
Weighted average grant date fair value, beginning balance	$ 17.96	$ 18.75	$ 20.25
Weighted average grant date fair value, Awarded	$ 36.09	$ 17.76	$ 17.00
Weighted average grant date fair value, cancelled due to non-achievement of performance goals	$ 17.62	$ 17.09	$ 19.81
Weighted average grant date fair value, settled in common shares	$ 19.75	$ 20.66	$ 21.15
Weighted average grant date fair value, forfeited	$ 23.12	$ 17.91	$ 19.30
Weighted average grant date fair value, ending balance	$ 22.79	$ 17.96	$ 18.75

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Loans Payable And Long-Term Debt (Narrative) (Details) (USD $)	12 Months Ended											12 Months Ended			12 Months Ended		12 Months Ended	36 Months Ended		12 Months Ended		12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2014 Wells Fargo [Member]	Apr. 30, 2013 Wells Fargo [Member]	Apr. 30, 2012 Wells Fargo [Member]	Apr. 30, 2014 Eligible Accounts Receivable [Member]	Apr. 30, 2014 Eligible Pre Bill Reserves [Member]	Apr. 30, 2014 Equipment Value [Member]	Apr. 30, 2014 Board Of County Commissioners Of Garrett County [Member]	Apr. 30, 2013 Board Of County Commissioners Of Garrett County [Member]	Apr. 30, 2014 Allegany County, Maryland Site [Member]	Dec. 31, 2005 Allegany County, Maryland Site [Member] item	Apr. 30, 2013 Allegany County, Maryland Site [Member]	Apr. 30, 2014 Coalfields Regional Industrial Authority, Inc. [Member]	Apr. 30, 2013 Coalfields Regional Industrial Authority, Inc. [Member]	Apr. 30, 2014 First American Financial Bancorp [Member]	Apr. 30, 2014 First American Financial Bancorp [Member] item	Apr. 30, 2013 First American Financial Bancorp [Member]	Apr. 30, 2014 e-Plus Group [Member] item	Apr. 30, 2013 e-Plus Group [Member]	Apr. 30, 2014 West Virginia Economic Development Authority [Member]	Apr. 30, 2013 West Virginia Economic Development Authority [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 35,000,000					$ 20,000,000						$ 6,000,000
Line of credit facility, expiration date				Dec. 31, 2015								Dec. 31, 2018			Nov. 13, 2017
Amount oustanding				10,000,000	10,000,000
Remaining availability				25,000,000
Annual non usage fees and interest payment				62,730	61,000	54,158
Advanced rate							75.00%	50.00%
LIBOR rate	0.25%
Spread on interest rate	2.37%
Required maximum ratio of total liabilities to tangible net worth under agreement	140.00%
Required minimum ratio of cash flow to fixed charges under agreement	125.00%
Ratio of total liabilities to tangible net worth	73.00%
Ratio cash flow to fixed charges	343.00%
Fixed interest rate										3.00%		3.00%			2.00%							2.00%
Debt, outstanding balance	21,599,000									1,290,000	1,290,000	2,190,000		2,190,000		3,530,000						6,131,000	6,665,000
Number of loan agreements													2
Loan agreement fixed balloon payment															1,600,000
Number of capitalized lease agreements																		10		9
Capital lease agreement																	1,163,000	1,163,000	545,000	825,000	529,000	10,000,000
Capital lease obligations incurred																		1,526,000		1,034,000
Capital lease term																	48 months			51 months
Market interest rate																	6.50%	6.50%		6.50%
Capital lease agreement expiration date																						Jun. 30, 2024
Interest paid under agreement and capital leases	$ 669,000	$ 576,000	$ 453,000

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Quarterly Financial Data (Tables)

12 Months Ended

Apr. 30, 2014

Quarterly Financial Data [Abstract]

Schedule Of Quarterly Financial Information

FISCAL 2014		07/31/13		10/31/13		01/31/14		04/30/14
(in thousands, except per share amounts)
Net sales	$	178,095	$	190,532	$	169,033	$	188,855
Gross profit		33,715		32,274		26,001		32,187
Income before income taxes		10,682		8,631		4,953		9,404
Net income		6,655		5,271		2,901		5,634
Earnings per share
Basic	$	0.45	$	0.35	$	0.19	$	0.36
Diluted	$	0.43	$	0.34	$	0.18	$	0.36
FISCAL 2013		07/31/12		10/31/12		01/31/13		04/30/13
(in thousands, except per share amounts)
Net sales	$	148,252	$	159,760	$	151,346	$	171,079
Gross profit		22,043		24,794		23,507		32,312
Income before income taxes		1,015		3,371		3,476		8,878
Net income		561		1,950		2,057		5,190
Earnings per share
Basic	$	0.04	$	0.13	$	0.14	$	0.36
Diluted	$	0.04	$	0.13	$	0.14	$	0.35

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Employee Benefit And Retirement Plans (Narrative) (Details) (USD $)	12 Months Ended			24 Months Ended
	Apr. 30, 2014 item	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Percent of after tax earnings contributed in profit sharing			3.00%
Recognized expenses for profit-sharing contributions	$ 818,000	$ 293,000
Percent of base earnings			50.00%	100.00%
Effective maximum contribution of base earnings			4.00%	4.00%
Expense for 401(k) matching contributions	4,054,000	2,547,000	1,284,000
Number of defined benefit pension plans	2
Accumulated other comprehensive loss	42,589,000	52,703,000		42,589,000
Accumulated other comprehensive loss, net of tax	26,000,000			26,000,000
Expected recognized net actuarial losses in net periodic pension benefit cost, before tax	900,000
Expected recognized net actuarial losses in net periodic pension benefit cost, after tax	500,000
Accumulated benefit obligation	144,142,000	149,429,000		144,142,000
Expected company contributions to pension plan in 2015	4,300,000
Company contributions	$ 2,258,000	$ 4,920,000
Plan asset target allocation	100.00%
Capital Preservation [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset target allocation	17.00%
Bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset target allocation	33.00%
Large Capital Growth [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset target allocation	20.00%
Large Capital Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset target allocation	20.00%
Small Capital [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset target allocation	6.00%
International [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset target allocation	4.00%
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Percent of after tax earnings contributed in profit sharing				0.00%
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Percent of after tax earnings contributed in profit sharing				5.00%
Effective maximum contribution of base earnings			2.00%

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Restructuring Charges (Narrative) (Details) (USD $)	12 Months Ended			3 Months Ended		12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012	Apr. 30, 2009 2009 Restructuring Plan [Member] segment	Jan. 31, 2012 2012 Restructuring Plan [Member] segment	Apr. 30, 2014 2012 Restructuring Plan [Member] segment	Apr. 30, 2014 2012 And 2009 Restructuring Plan [Member]	Apr. 30, 2013 2012 And 2009 Restructuring Plan [Member]	Apr. 30, 2012 2012 And 2009 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Plants committed to close				2	2
Pre-tax restructuring charges	$ (234,000)	$ 1,433,000	$ 16,321,000				$ (234,000)	$ 1,400,000	$ 16,300,000
Recognized recurring operating costs for closed facilities						300,000
Number of manufacturing plants held for sale						1
Recognized gain from sale of plant	300,000
Net book value of plants recoverable	$ 1,000,000

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Income Taxes (Schedule Of Significant Components Of Deferred Tax Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014	Apr. 30, 2013
Income Taxes [Abstract]
Deferred tax assets. Pension benefits	$ 15,381	$ 20,563
Deferred tax assets, Accounts receivable	4,603	3,983
Deferred tax assets, Product liability	745	700
Deferred tax assets, Employee benefits	8,523	11,243
Deferred tax assets, Net operating loss carryforward	469	1,099
Deferred tax assets, Income tax credits	0	1,088
Deferred tax assets. Depreciation	0	73
Deferred Tax Assets, Other	199	496
Total	29,920	39,245
Deferred tax liabilities, Inventory	496	502
Deferred tax liabilities, Depreciation	2,374	0
Total	2,870	502
Net deferred tax asset	$ 27,050	$ 38,743

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Stock-Based Compensation (Schedule Of Weighted Average Assumptions And Valuation Of Stock Options) (Details) (USD $)	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Stock-Based Compensation [Abstract]
Weighted-average fair value of grants	$ 14.46	$ 7.39	$ 5.43
Expected volatility	38.20%	42.50%	35.10%
Expected term in years	6 years 1 month 6 days	6 years 1 month 6 days	6 years
Risk-free interest rate	1.59%	1.09%	2.24%
Expected dividends yield	0.00%	0.00%	2.00%

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Summary Of Significant Accounting Policies

12 Months Ended

Apr. 30, 2014

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

Note A -- Summary of Significant Accounting Policies

The Company manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company's products are sold across the United States through a network of independent dealers and distributors and directly to home centers and major builders.

The following is a description of the Company’s significant accounting policies:

Principles of Consolidation and Basis of Presentation:  The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition:  The Company recognizes revenue when product is delivered to the customer and title has passed. Revenue is based on invoice price less allowances for sales returns, cash discounts and other deductions.

Cost of Sales and Distribution:  Cost of sales and distribution includes all costs associated with the manufacture and distribution of the Company’s products including the costs of shipping and handling.

Advertising Costs:  Advertising costs are expensed as incurred. Advertising expenses for fiscal years 2014, 2013 and 2012 were $30.4 million, $36.5 million and $37.4 million, respectively.

Cash and Cash Equivalents:  Cash in excess of operating requirements is invested in money market accounts which are carried at cost (which approximates fair value). The Company considers all highly liquid short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents were $38.9 million at both April 30, 2014 and 2013.

Inventories:  Inventories are stated at lower of cost or market. Inventory costs are determined by the last-in, first-out (LIFO) method.

The LIFO cost reserve is determined in the aggregate for inventory and is applied as a reduction to inventories determined on the first-in, first-out method (FIFO). FIFO inventory cost approximates replacement cost.

Property, Plant and Equipment:  Property, plant and equipment is stated on the basis of cost less accumulated depreciation. Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, which range from 15 to 30 years for buildings and improvements and 3 to 10 years for machinery and equipment. Assets under capital leases are amortized over the shorter of their estimated useful lives or the term of the related lease.

Impairment of Long-Lived Assets:  The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During fiscal years 2014, 2013 and 2012, the Company concluded no impairment existed, except for impairments related to restructuring activities.

Promotional Displays:  The Company invests in promotional displays in retail stores to demonstrate product features, product and quality specifications and serve as a training tool for retail kitchen designers. The Company invests in these long-lived productive assets to provide the aforementioned benefits. The Company's investment in promotional displays is carried at cost less applicable amortization. Amortization is provided by the straight-line method on an individual display basis over periods of 30 to 36 months (the estimated period of benefit). Promotional display amortization expense for fiscal years 2014, 2013 and 2012 was $3.7 million, $4.0 million and $5.6 million, respectively, and is included in selling and marketing expenses.

Income Taxes:  The Company accounts for deferred income taxes utilizing the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effects of temporary differences between the financial statement amounts and the tax basis of assets and liabilities, using enacted tax rates in effect for the year in which these items are expected to reverse. At each reporting date, the Company evaluates the need for a valuation allowance to adjust deferred tax assets and liabilities to an amount that more likely than not will be realized.

Pensions:  The Company has two non-contributory defined benefit pension plans covering many of the Company’s employees hired before April 30, 2012.  Both defined benefit pension plans were frozen effective April 30, 2012.  The Company recognizes the overfunded or underfunded status of its defined benefit pension plans, measured as the difference between the fair value of plan assets and the benefit obligation, in its consolidated balance sheets. The Company also recognizes the actuarial gains and losses and the prior service costs, credits and transition costs as a component of other comprehensive income (loss), net of tax.

Stock-Based Compensation:  The Company recognizes stock-based compensation expense based on the grant date fair value over the requisite service period.

Recent Accounting Pronouncements:  In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, “Comprehensive Income (Topic 220): Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.  The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements.  The Company adopted this guidance effective May 1, 2013 with no significant impact on the Company’s results of operations or financial position.

Use of Estimates:  The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during each reporting period. Actual results could differ from those estimates.

Reclassifications:  Certain reclassifications have been made to prior period balances to conform to the current year presentation, including between components of property, plant and equipment.

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Commitments And Contingencies (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Commitments And Contingencies [Line Items]
Warranty claims, period from original ship date	2 months
Total rental expenses	$ 8,005	$ 7,378	$ 7,206
Significant Shareholders [Member]
Commitments And Contingencies [Line Items]
Rent agreement term	5 years
Rent expense from remaining term	927
Reltaed party rent expense	$ 470	$ 461	$ 460
Unpaid rent annual interest increase	2.00%

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Loans Payable And Long-Term Debt (Schedule Of Debt Maturities) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014	Apr. 30, 2013
Debt Instrument [Line Items]
2015	$ 1,146
2016	11,185
2017	1,116
2018	781
2019	2,783
2020 and thereafter	4,588
Total	21,599
Less current maturities	1,146	1,155
Total long-term debt	20,453	23,594
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
2015	0
2016	10,000
2017	0
2018	0
2019	0
2020 and thereafter	0
Total	10,000
Economic Development Loans [Member]
Debt Instrument [Line Items]
2015	0
2016	0
2017	0
2018	0
2019	2,190
2020 and thereafter	1,290
Total	3,480
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
2015	1,146
2016	1,185
2017	1,116
2018	781
2019	593
2020 and thereafter	3,298
Total	$ 8,119

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Loans Payable And Long-Term Debt (Tables)

12 Months Ended

Apr. 30, 2014

Loans Payable And Long-Term Debt [Abstract]

Schedule Of Debt Maturities

		FISCAL YEARS ENDING APRIL 30
(in thousands)	2015		2016		2017		2018		2019		2020 AND THERE- AFTER		TOTAL OUTSTAND- ING
Revolving credit facility	$	0	$	10,000	$	0	$	0	$	0	$	0	$	10,000
Economic development loans		0		0		0		0		2,190		1,290		3,480
Capital lease obligations		1,146		1,185		1,116		781		593		3,298		8,119
Total	$	1,146	$	11,185	$	1,116	$	781	$	2,783	$	4,588	$	21,599
Less current maturities													$	1,146
Total long-term debt													$	20,453

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Property, Plant And Equipment (Tables)

12 Months Ended

Apr. 30, 2014

Property, Plant And Equipment [Abstract]

Components Of Property, Plant And Equipment

		APRIL 30
(in thousands)		2014		2013
Land	$	5,929	$	5,929
Buildings and improvements		68,224		67,444
Buildings and improvements - capital leases		11,202		11,202
Machinery and equipment		155,162		152,154
Machinery and equipment - capital leases		28,111		26,966
Construction in progress		2,461		1,481
		271,089		265,176
Less accumulated amortization and depreciation		(197,040)		(191,112)
Total	$	74,049	$	74,064

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Employee Benefit And Retirement Plans (Schedule Of Expected Future Benefit Payments) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014
Employee Benefit And Retirement Plans [Abstract]
2015	$ 4,719
2016	5,135
2017	5,452
2018	5,818
2019	6,283
Years 2020-2024	$ 37,021

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Earnings (Loss) Per Share (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Earnings (Loss) Per Share [Abstract]
Potentially dilutive securities	0.1	1.0	1.8

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Earnings (Loss) Per Share (Tables)

12 Months Ended

Apr. 30, 2014

Earnings (Loss) Per Share [Abstract]

Schedule Of Earnings (Loss) Per Share, Basic And Diluted

		FISCAL YEARS ENDED APRIL 30
(in thousands, except per share amounts)		2014		2013		2012
Numerator used in basic and diluted earnings (loss) per common share:
Net income (loss)	$	20,461	$	9,758	$	(20,786)
Denominator:
Denominator for basic earnings (loss) per common share -
weighted-average shares		15,299		14,563		14,344
Effect of dilutive securities:
Stock options and restricted stock units		354		270		0
Denominator for diluted earnings (loss) per common share -
weighted-average shares and assumed conversions		15,653		14,833		14,344
Net earnings (loss) per share
Basic	$	1.34	$	0.67	$	(1.45)
Diluted	$	1.31	$	0.66	$	(1.45)

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Stock-Based Compensation (Tables)

12 Months Ended

Apr. 30, 2014

Stock-Based Compensation [Abstract]

Schedule Of Weighted Average Assumptions And Valuation Of Stock Options

		FISCAL YEARS ENDED APRIL 30
		2014			2013			2012
Weighted-average fair value of grants	$	14.46		$	7.39		$	5.43
Expected volatility		38.2	%		42.5	%		35.1	%
Expected term in years		6.1			6.1			6.0
Risk-free interest rate		1.59	%		1.09	%		2.24	%
Expected dividend yield		0.0	%		0.0	%		2.0	%

Schedule Of Stock Option Activity

	NUMBER OF OPTIONS	REMAINING CONTRACTUAL TERM	WEIGHTED AVERAGE EXERCISE PRICE		AGGREGATE INTRINSIC VALUE               (in thousands)
Outstanding at April 30, 2011	1,605,356	5.7	$	28.48	$	29
Granted	130,000	9.1		18.16		- -
Exercised	(1,200)	- -		14.93		6
Cancelled or expired	(109,396)	- -		28.82		- -
Outstanding at April 30, 2012	1,624,760	5.1	$	27.64	$	0
Granted	125,000	9.1		17.62		- -
Exercised	(251,799)	- -		23.35		1,868
Cancelled or expired	(96,148)	- -		31.03		- -
Outstanding at April 30, 2013	1,401,813	4.8	$	27.27	$	9,272
Granted	60,500	9.1		36.74		- -
Exercised	(551,485)	- -		26.61		5,156
Cancelled or expired	(59,514)	- -		30.17		- -
Outstanding at April 30, 2014	851,314	4.3	$	28.16	$	3,121
Vested and expected to vest in the future at April 30, 2014	836,259	4.2	$	28.24	$	2,995
Exercisable at April 30, 2014	699,412	3.4	$	29.00	$	1,900

Schedule Of Stock Options Oustanding Activity

	OPTIONS OUTSTANDING				OPTIONS EXERCISABLE
OPTION PRICE		REMAINING	EXERCISE			EXERCISE
PER SHARE	OPTIONS	LIFE	PRICE		OPTIONS	PRICE
$17.62-$18.16	120,002	7.7	$	17.83	20,000	$	17.98
$20.87-$26.85	266,538	4.5		23.93	266,538		23.93
$28.97-$34.63	412,874	2.6		32.81	412,874		32.81
$36.74-$36.74	51,900	9.1		36.74	0		0.00
	851,314				699,412

Summary Of RSU's Activity

	PERFORMANCE-BASED RSUs	SERVICE-BASED RSUs	TOTAL RSUs	WEIGHTED AVERAGE GRANT DATE FAIR VALUE
Issued and outstanding, April 30, 2011	174,570	119,100	293,670	$	20.25
Granted	134,250	64,750	199,000	$	17.00
Cancelled due to non-achievement of performance goals	(48,870)	0	(48,870)	$	19.81
Settled in common stock	(666)	(17,951)	(18,617)	$	21.15
Forfeited	(22,208)	(10,171)	(32,379)	$	19.30
Issued and outstanding, April 30, 2012	237,076	155,728	392,804	$	18.75
Granted	129,075	63,025	192,100	$	17.76
Cancelled due to non-achievement of performance goals	(24,311)	0	(24,311)	$	17.09
Settled in common stock	(49,546)	(58,328)	(107,874)	$	20.66
Forfeited	(13,189)	(5,425)	(18,614)	$	17.91
Issued and outstanding, April 30, 2013	279,105	155,000	434,105	$	17.96
Granted	75,600	44,092	119,692	$	36.09
Cancelled due to non-achievement of performance goals	(23,384)	0	(23,384)	$	17.62
Settled in common stock	(74,935)	(60,310)	(135,245)	$	19.75
Forfeited	(20,591)	(15,407)	(35,998)	$	23.12
Issued and outstanding, April 30, 2014	235,795	123,375	359,170	$	22.79

Stock-Based Compensation Expense Allocated

(in thousands)		2014		2013		2012
Cost of sales and distribution	$	505	$	606	$	531
Selling and marketing expenses		801		859		715
General and administrative expenses		1,989		2,044		2,167
Stock-based compensation expense, before income taxes	$	3,295	$	3,509	$	3,413

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
OPERATING ACTIVITIES
Net income (loss)	$ 20,461	$ 9,758	$ (20,786)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	14,545	14,431	23,387
Net loss on disposal of property, plant and equipment	123	231	180
Impairment loss related to restructuring activities	0	270	7,913
(Gain) loss on sales of assets held for sale	(323)	(481)	111
Gain on insurance recoveries	(94)	(975)	0
Stock-based compensation expense	3,295	3,509	3,413
Deferred income taxes	7,978	5,789	(12,290)
Pension contributions (in excess of) less than expense	(2,039)	(4,299)	4,528
Tax benefit from stock-based compensation	(854)	(18)	0
Other non-cash items	1,209	944	867
Changes in operating assets and liabilities:
Customer receivables	(7,546)	(6,825)	(1,533)
Inventories	(2,875)	(7,068)	115
Prepaid expenses and other assets	(1,236)	(1,669)	(320)
Accounts payable	5,869	3,814	923
Accrued compensation, marketing and other accrued expenses	2,022	7,116	9,545
Net Cash Provided by Operating Activities	40,535	24,527	16,053
INVESTING ACTIVITIES
Payments to acquire property, plant, and equipment	(7,903)	(8,860)	(6,679)
Proceeds from sales of property, plant, and equipment	81	80	15
Proceeds from sales of assets held for sale	1,644	6,447	56
Proceeds from insurance recoveries	94	975	0
Investment in promotional displays	(3,499)	(4,759)	(3,310)
Net Cash Used by Investing Activities	(9,583)	(6,117)	(9,918)
FINANCING ACTIVITIES
Payments of long-term debt	(4,516)	(1,019)	(1,021)
Change in restricted cash	0	7,064	7,355
Tax benefit from stock-based compensation	854	18	0
Proceeds from issuance of common stock	15,330	5,878	18
Repurchase of common stock	(3,141)	0	0
Notes receivable, net	(750)	0	0
Payment of dividends	0	0	(1,287)
Net Cash Provided by Financing Activities	7,777	11,941	5,065
Net Increase in Cash And Cash Equivalents	38,729	30,351	11,200
Cash And Cash Equivalents, Beginning of Year	96,971	66,620	55,420
Cash And Cash Equivalents, End of Year	$ 135,700	$ 96,971	$ 66,620

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Employee Benefit And Retirement Plans (Tables)

12 Months Ended

Apr. 30, 2014

Employee Benefit And Retirement Plans [Abstract]

Reconciliation Of Benefit Obligations, Plan Assets, And Funded Status

		APRIL 30
(in thousands)		2014		2013
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year	$	149,429	$	136,264
Interest cost		6,203		6,261
Actuarial (gains) and losses		(7,615)		10,801
Benefits paid		(3,875)		(3,897)
Projected benefit obligation at end of year	$	144,142	$	149,429
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year	$	95,733	$	85,717
Actual return on plan assets		8,483		8,993
Company contributions		2,258		4,920
Benefits paid		(3,875)		(3,897)
Fair value of plan assets at end of year	$	102,599	$	95,733
Funded status of the plans	$	(41,543)	$	(53,696)
Unrecognized net actuarial loss		42,589		52,703
Prepaid (accrued) benefit cost	$	1,046	$	(993)
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
Defined benefit pension liabilities	$	(41,543)	$	(53,696)
Accumulated other comprehensive loss		42,589		52,703
Net amount recognized	$	1,046	$	(993)

Net Periodic Pension Cost

		PENSION BENEFITS
(in thousands)		2014		2013		2012
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
Service cost	$	0	$	0	$	5,305
Interest cost		6,203		6,261		6,533
Expected return on plan assets		(7,113)		(6,563)		(6,533)
Amortization of prior service cost		0		0		53
Curtailment loss		0		0		331
Recognized net actuarial loss		1,129		923		1,710
Pension benefit cost	$	219	$	621	$	7,399

Schedule Of Assumptions Used To Determine Benenfit Obligations And Earnings Effects For Pension Plans

	FISCAL YEARS ENDED APRIL 30
	2014		2013
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT OBLIGATIONS
Discount rate	4.56	%	4.21	%

	FISCAL YEARS ENDED APRIL 30
	2014		2013		2012
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET PERIODIC PENSION BENEFIT COST
Discount rate	4.21	%	4.66	%	5.66%/4.76%  1
Expected return on plan assets	7.5	%	7.5	%	8.0	%
Rate of compensation increase	*		*		4.0	%
1The discount rate was 5.66% from May 1, 2011 to December 31, 2011 and 4.76% from January 1, 2012 to April 30, 2012.  The rate changed during fiscal 2012 as a result of the required re-measurement of the Company's pension liability upon its decision to freeze its pension plans.
*  The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans effective as of that date.

Schedule Of Expected Future Benefit Payments

FISCAL YEAR	BENEFIT PAYMENTS (in thousands)
2015	$	4,719
2016		5,135
2017		5,452
2018		5,818
2019		6,283
Years 2020-2024		37,021

Schedule Of Pension Assets By Major Category Of Plan Assets And Type Of Fair Value Measurements

FAIR VALUE MEASUREMENTS AT APRIL 30, 2014
(in thousands)	TOTAL		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS        (LEVEL 3)
Cash Equivalents	$	338	$	338	$	0	$	0
Equity Collective Funds:1
Equity Index Value Fund		20,753		0		20,753		0
Equity Index Growth Fund		20,485		0		20,485		0
Small Cap Index Fund		5,929		0		5,929		0
International Equity Fund		4,166		0		4,166		0
Fixed Income Collective Funds:1
Core Fixed Income Fund		33,409		0		33,409		0
Capital Preservation Fund		17,519		0		17,519		0
Total	$	102,599	$	338	$	102,261	$	0
FAIR VALUE MEASUREMENTS AT APRIL 30, 2013
(in thousands)	TOTAL		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS        (LEVEL 3)
Cash Equivalents	$	315	$	315	$	0	$	0
Equity Collective Funds:1
Equity Index Value Fund		19,202		0		19,202		0
Equity Index Growth Fund		19,245		0		19,245		0
Small Cap Index Fund		5,632		0		5,632		0
International Equity Fund		3,932		0		3,932		0
Fixed Income Collective Funds:1
Core Fixed Income Fund		30,000		0		30,000		0
Capital Preservation Fund		17,407		0		17,407		0
Total	$	95,733	$	315	$	95,418	$	0
1  The Collective Trust Funds are valued by applying each plan's ownership percentage in the fund to the fund's net assets at fair value at the valuation date.

Schedule Of Allocation Of Plan Assets

	PLAN ASSET ALLOCATION
	2014		2014		2013
APRIL 30	TARGET		ACTUAL		ACTUAL
Equity Funds	50.0	%	50.0	%	50.2	%
Fixed Income Funds	50.0	%	50.0	%	49.8	%
Total	100.0	%	100.0	%	100.0	%

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Inventories (Details) (USD $)	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Inventories [Abstract]
Raw materials	$ 13,756,000	$ 11,823,000
Work-in-process	19,179,000	17,170,000
Finished goods	13,439,000	11,318,000
Total FIFO inventories	46,374,000	40,311,000
Reserve to adjust inventories to LIFO value	(14,851,000)	(10,973,000)
Total LIFO inventories	31,523,000	29,338,000
Liquidation of LIFO based inventories	$ 0	$ 0	$ 125,000

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Employee Benefit And Retirement Plans (Reconciliation Of Benefit Obligations, Plan Assets, And Funded Status) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Employee Benefit And Retirement Plans [Abstract]
Projected benefit obligation at beginning of year	$ 149,429	$ 136,264
Interest cost	6,203	6,261	6,533
Acturial (gains) and losses	(7,615)	10,801
Benefits paid	(3,875)	(3,897)
Projected benefit obligation at end of year	144,142	149,429	136,264
Fair value of plan assets at beginning of year	95,733	85,717
Actual return on plan assets	8,483	8,993
Company contributions	2,258	4,920
Fair value of plan assets at end of year	102,599	95,733	85,717
Funded status of the plan	(41,543)	(53,696)
Unrecognized net actuarial loss	42,589	52,703
Prepaid (accrued) benefit cost	1,046	(993)
Defined benefit pension liabilities	(41,543)	(53,696)
Accumulated other comprehensive loss	42,589	52,703
Net amount recoognized	$ 1,046	$ (993)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014	Apr. 30, 2013
Current Assets
Cash and cash equivalents	$ 135,700	$ 96,971
Customer receivables, net	46,475	39,044
Inventories	31,523	29,338
Prepaid expenses and other	3,862	3,084
Deferred income taxes	7,856	9,481
Total Current Assets	225,416	177,918
Property, plant and equipment, net	74,049	74,064
Promotional displays, net	5,571	5,811
Deferred income taxes	19,194	29,262
Other assets	5,834	6,938
TOTAL ASSETS	330,064	293,993
Current Liabilities
Accounts payable	29,175	23,306
Current maturities of long-term debt	1,146	1,155
Accrued compensation and related expenses	28,156	26,213
Accrued marketing expenses	8,089	10,159
Other accrued expenses	9,853	8,275
Total Current Liabilities	76,419	69,108
Long-term debt, less current maturities	20,453	23,594
Defined benefit pension liabilities	41,543	53,696
Other long-term liabilities	1,104	1,400
Shareholders' Equity
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued	0	0
Common stock, no par value; 40,000,000 shares authorized; issued and outstanding shares: at April 30, 2014: 15,476,298, at April 30, 2013: 14,822,580	127,371	107,165
Retained earnings	89,154	71,180
Accumulated other comprehensive loss -
Defined benefit pension plans	(25,980)	(32,150)
Total Shareholders' Equity	190,545	146,195
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 330,064	$ 293,993

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Earnings (Loss) Per Share (Schedule Of Earnings (Loss) Per Share, Basic And Diluted) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2012	Jul. 31, 2012	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Earnings (Loss) Per Share [Abstract]
Net income (loss)	$ 5,634	$ 2,901	$ 5,271	$ 6,655	$ 5,190	$ 2,057	$ 1,950	$ 561	$ 20,461	$ 9,758	$ (20,786)
Denominator for basic earnings (loss) per common share - weighted-average shares									15,299	14,563	14,344
Stock options and restricted stock units									354	270	0
Denominator for diluted earnings (loss) per common share - weighted-average shares and assumed conversions									15,653	14,833	14,344
Basic	$ 0.36	$ 0.19	$ 0.35	$ 0.45	$ 0.36	$ 0.14	$ 0.13	$ 0.04	$ 1.34	$ 0.67	$ (1.45)
Diluted	$ 0.36	$ 0.18	$ 0.34	$ 0.43	$ 0.35	$ 0.14	$ 0.13	$ 0.04	$ 1.31	$ 0.66	$ (1.45)

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Consolidated Statements Of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Consolidated Statements Of Comprehensive Income (Loss) [Abstract]
Other comprehensive income (loss)	$ 3,944	$ (2,905)	$ (3,624)

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Income Taxes (Schedule Of Income Tax Expense) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Current Expense (Benefit) [Abstract]
Federal	$ 4,825	$ 1,031	$ (36)
State	406	162	(176)
Total current expense (benefit)	5,231	1,193	(212)
Deferred Benefit [Abstract]
Federal	6,076	4,859	(10,115)
State	1,902	930	(2,175)
Total deferred expense (benefit)	7,978	5,789	(12,290)
Total expense (benefit)	13,209	6,982	(12,502)
Other comprehensive income (loss)	3,944	(2,905)	(3,624)
Total comprehensive income tax expense (benefit)	$ 17,153	$ 4,077	$ (16,126)

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Credit Concentration (Tables)

12 Months Ended

Apr. 30, 2014

Credit Concentration [Abstract]

Summary Of Percentage Of Sales

	PERCENT OF ANNUAL GROSS SALES
	2014	2013	2012
Customer A	28.6	35.7	41.5
Customer B	20.6	22.8	26.0

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Credit Concentration (Details)	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Accounts Receivable [Member] | Customer A [Member]
Concentration Risk [Line Items]
Concentration risk percentage	21.00%	21.10%
Accounts Receivable [Member] | Customer B [Member]
Concentration Risk [Line Items]
Concentration risk percentage	21.40%	21.10%
Sales Revenue, Gross [Member] | Customer A [Member]
Concentration Risk [Line Items]
Concentration risk percentage	28.60%	35.70%	41.50%
Sales Revenue, Gross [Member] | Customer B [Member]
Concentration Risk [Line Items]
Concentration risk percentage	20.60%	22.80%	26.00%

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Restructuring Charges

12 Months Ended

Apr. 30, 2014

Restructuring Charges [Abstract]

Restructuring Charges

Note N -- Restructuring Charges

In the third quarter of fiscal 2012, the Company announced a restructuring initiative (“2012 Restructuring Plan”) that committed to the closing of two of the Company’s manufacturing plants located in Hardy County, West Virginia and Hazard, Kentucky, offering its previously idled plant in Tahlequah, Oklahoma for sale, and realigning its retirement program, including freezing the Company’s defined benefit pension plans.  Operations ceased at the Hazard plant in April 2012 and at the Hardy County plant in May 2012.   The 2012 Restructuring Plan was adopted to reduce costs and increase the Company’s capacity utilization rates. 

In the fourth quarter of fiscal 2009, the Company announced a restructuring plan (“2009 Restructuring Plan”) to close two of its manufacturing plants, located in Berryville, Virginia and Moorefield, West Virginia and suspend operations in a third manufacturing plant located in Tahlequah, Oklahoma.  These actions were completed during the first quarter of fiscal 2010.  These initiatives were intended to increase the Company’s capacity utilization rates and decrease overhead costs.  In addition to these initiatives, the Company made other staffing reductions during the fourth quarter of fiscal 2009.

During fiscal years 2014, 2013 and 2012, the Company recognized total pre-tax restructuring charges for both the 2012 Restructuring Plan and the 2009 Restructuring Plan of $(234,000), $1.4 million and $16.3 million, respectively.  The Company recognized recurring operating costs for the facilities closed as part of the 2012 Restructuring Plan of $0.3 million in fiscal 2014.  These costs will continue until the remaining closed plant is sold.

The Company has one manufacturing plant classified as held for sale, which was closed in the 2012 Restructuring Plan.  During the fourth quarter of fiscal 2014, the Company sold its closed plant located in Hazard, Kentucky and recognized a gain of $0.3 million on the sale.  The gain was included in restructuring charges on the Company’s statements of operations.  The Company believes that the remaining $1.0 million net book value of the property classified as held for sale is fully recoverable.  This asset is included in Other Assets on the Company’s balance sheet at April 30, 2014.

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Fair Value Measurements (Tables)

12 Months Ended

Apr. 30, 2014

Fair Value Measurements [Abstract]

Fair Value Of Assets On Recurring Basis

	FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2014
(in thousands)		LEVEL 1		LEVEL 2		LEVEL 3
ASSETS:
Money market funds	$	38,877	$	0	$	0
Mutual funds		1,204		0		0
Total assets at fair value	$	40,081	$	0	$	0
	FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2013
(in thousands)		LEVEL 1		LEVEL 2		LEVEL 3
ASSETS:
Money market funds	$	38,875	$	0	$	0
Mutual funds		1,311		0		0
Total assets at fair value	$	40,186	$	0	$	0

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Schedule II - Valuation And Qualifying Accounts

12 Months Ended

Apr. 30, 2014

Schedule II - Valuation And Qualifying Accounts [Abstract]

Schedule II - Valuation And Qualifying Accounts

Schedule II - Valuation and Qualifying Accounts

AMERICAN WOODMARK CORPORATION

(In Thousands)

Description (a)	Balance at Beginning of Year	Additions (Reductions) Charged to Cost and Expenses		Other	Deductions		Balance at End of Year
Year ended April 30, 2014:
Allowance for doubtful accounts	$          148	$              31		$         -	$           (77)	(b)	$      102
Reserve for cash discounts	$          669	$         8,529	(c)	$         -	$      (8,471)	(d)	$      727
Reserve for sales returns and allowances	$       1,536	$         7,245	(c)	$         -	$      (7,142)		$   1,639
Year ended April 30, 2013:
Allowance for doubtful accounts	$            93	$              92		$         -	$           (37)	(b)	$      148
Reserve for cash discounts	$          645	$         8,174	(c)	$         -	$      (8,150)	(d)	$      669
Reserve for sales returns and allowances	$       1,301	$         7,496	(c)	$         -	$      (7,261)		$   1,536
Year ended April 30, 2012:
Allowance for doubtful accounts	$            67	$            123		$         -	$           (97)	(b)	$        93
Reserve for cash discounts	$          710	$         7,317	(c)	$         -	$      (7,382)	(d)	$      645
Reserve for sales returns and allowances	$       1,194	$         7,040	(c)	$         -	$      (6,933)		$   1,301

(a)All reserves relate to accounts receivable.

(b)Principally write-offs, net of collections.

(c)Reduction of gross sales.

(d)Cash discounts granted.

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Quarterly Financial Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Apr. 30, 2014	Jan. 31, 2014	Oct. 31, 2013	Jul. 31, 2013	Apr. 30, 2013	Jan. 31, 2013	Oct. 31, 2012	Jul. 31, 2012	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Quarterly Financial Data [Abstract]
Net sales	$ 188,855	$ 169,033	$ 190,532	$ 178,095	$ 171,079	$ 151,346	$ 159,760	$ 148,252	$ 726,515	$ 630,437	$ 515,814
Gross profit	32,187	26,001	32,274	33,715	32,312	23,507	24,794	22,043	124,177	102,656	66,475
Income before income taxes	9,404	4,953	8,631	10,682	8,878	3,476	3,371	1,015	33,670	16,740	(33,288)
Net income (loss)	$ 5,634	$ 2,901	$ 5,271	$ 6,655	$ 5,190	$ 2,057	$ 1,950	$ 561	$ 20,461	$ 9,758	$ (20,786)
Basic	$ 0.36	$ 0.19	$ 0.35	$ 0.45	$ 0.36	$ 0.14	$ 0.13	$ 0.04	$ 1.34	$ 0.67	$ (1.45)
Diluted	$ 0.36	$ 0.18	$ 0.34	$ 0.43	$ 0.35	$ 0.14	$ 0.13	$ 0.04	$ 1.31	$ 0.66	$ (1.45)

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Consolidated Statements Of Shareholders' Equity (USD $) In Thousands, except Share data	Common Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance at Apr. 30, 2011	$ 92,408	$ 83,495	$ (21,938)	$ 153,965
Balance, Shares at Apr. 30, 2011	14,295,540
Net income (loss)		(20,786)		(20,786)
Other comprehensive loss, net of tax			(5,669)	(5,669)
Stock-based compensation	3,413			3,413
Adjustments to excess tax benefit from stock-based compensation	(859)			(859)
Cash dividends		(1,287)		(1,287)
Exercise of stock-based compensation awards, shares	19,410
Exercise of stock-based compensation awards	12			12
Employee benefit plan contributions, shares	80,323
Employee benefit plan contributions	1,231			1,231
Balance at Apr. 30, 2012	96,205	61,422	(27,607)	130,020
Balance, Shares at Apr. 30, 2012	14,395,273
Net income (loss)		9,758		9,758
Other comprehensive loss, net of tax			(4,543)	(4,543)
Stock-based compensation	3,509			3,509
Adjustments to excess tax benefit from stock-based compensation	(650)			(650)
Exercise of stock-based compensation awards, shares	328,490
Exercise of stock-based compensation awards	5,768			5,768
Employee benefit plan contributions, shares	98,817
Employee benefit plan contributions	2,333			2,333
Balance at Apr. 30, 2013	107,165	71,180	(32,150)	146,195
Balance, Shares at Apr. 30, 2013	14,822,580			14,822,580
Net income (loss)		20,461		20,461
Other comprehensive loss, net of tax			6,170	6,170
Stock-based compensation	3,295			3,295
Adjustments to excess tax benefit from stock-based compensation	600			600
Exercise of stock-based compensation awards, shares	643,558
Exercise of stock-based compensation awards	13,122			13,122
Stock repurchases, shares	(100,000)
Stock repurchases	(654)	(2,487)		(3,141)
Employee benefit plan contributions, shares	110,160
Employee benefit plan contributions	3,843			3,843
Balance at Apr. 30, 2014	$ 127,371	$ 89,154	$ (25,980)	$ 190,545
Balance, Shares at Apr. 30, 2014	15,476,298			15,476,298

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Consolidated Balance Sheets (Parenthetical) (USD $)	Apr. 30, 2014	Apr. 30, 2013
Consolidated Balance Sheets [Abstract]
Preferred stock, par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	15,476,298	14,822,580
Common stock, shares outstanding	15,476,298	14,822,580

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Income Taxes

12 Months Ended

Apr. 30, 2014

Income Taxes [Abstract]

Income Taxes

Note I -- Income Taxes

Income tax expense was comprised of the following:

		FISCAL YEARS ENDED APRIL 30
(in thousands)		2014		2013		2012
CURRENT EXPENSE (BENEFIT)
Federal	$	4,825	$	1,031	$	(36)
State		406		162		(176)
Total current expense (benefit)		5,231		1,193		(212)
DEFERRED EXPENSE (BENEFIT)
Federal		6,076		4,859		(10,115)
State		1,902		930		(2,175)
Total deferred expense (benefit)		7,978		5,789		(12,290)
Total expense (benefit)		13,209		6,982		(12,502)
Other comprehensive income (loss)		3,944		(2,905)		(3,624)
Total comprehensive income tax expense (benefit)	$	17,153	$	4,077	$	(16,126)

The Company's effective income tax rate varied from the federal statutory rate as follows:

	FISCAL YEARS ENDED APRIL 30
	2014		2013		2012
Federal statutory rate	35.0	%	35.0	%	35.0	%
Effect of:
Tax basis adjustment	0.0	%	0.0	%	(1.7)	%
Meals and entertainment	0.8		1.5		(0.8)
Domestic production deduction	(1.8)		(0.3)		0.0
Other	0.7		1.4		0.0
Total	(0.3)	%	2.6	%	(2.5)	%
Effective federal income tax rate	34.7	%	37.6	%	32.5	%
State income taxes, net of federal tax effect	4.5		4.1		5.1
Effective income tax rate	39.2	%	41.7	%	37.6	%

Income taxes paid were $4,334,000,  $1,219,000and $229,000 for fiscal years 2014, 2013 and 2012, respectively.

The significant components of deferred tax assets and liabilities were as follows:

		APRIL 30
(in thousands)		2014		2013
Deferred tax assets:
Pension benefits	$	15,381	$	20,563
Accounts receivable		4,603		3,983
Product liability		745		700
Employee benefits		8,523		11,243
Net operating loss carryforward		469		1,099
Income tax credits		0		1,088
Depreciation		0		73
Other		199		496
Total		29,920		39,245
Deferred tax liabilities:
Inventory		496		502
Depreciation		2,374		0
		2,870		502
Net deferred tax asset	$	27,050	$	38,743

The net operating loss carryforward value for April 30, 2014and 2013 contained in the above table includes amounts pertaining to various state net operating loss carryforwards with various expiration dates.

Management believes it is more likely than not that the Company will realize its gross deferred tax assets due to expected future taxable income and the reversal of taxable temporary differences.

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Document And Entity Information (USD $)	12 Months Ended
	Apr. 30, 2014	Jun. 16, 2014	Oct. 31, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Document Period End Date	Apr. 30, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Registrant Name	AMERICAN WOODMARK CORP
Entity Central Index Key	0000794619
Trading Symbol	amwd
Current Fiscal Year End Date	--04-30
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		15,514,527
Entity Public Float			$ 419,419,782

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Accounting For Uncertainty In Income Taxes

12 Months Ended

Apr. 30, 2014

Accounting For Uncertainty In Income Taxes [Abstract]

Accounting For Uncertainty In Income Taxes

Note J -- Accounting for Uncertainty in Income Taxes

The Company accounts for its income tax uncertainties in accordance with ASC Topic 740, “Income Taxes.”  The Company had no liability relating to uncertain tax positions for the years ended April 30, 2014 and 2013.

With minor exceptions, the Company is currently open to audit by tax authorities for tax years ending April 30, 2011 through April 30, 2014.  The Company is currently not under federal audit.

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Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Consolidated Statements Of Operations [Abstract]
Net sales	$ 726,515	$ 630,437	$ 515,814
Cost of sales and distribution	602,338	527,781	449,339
Gross Profit	124,177	102,656	66,475
Selling and marketing expenses	59,536	57,402	58,271
General and administrative expenses	30,881	27,575	25,329
Restructuring charges, net	(234)	1,433	16,321
Insurance proceeds	(94)	(975)	0
Operating Income (Loss)	34,088	17,221	(33,446)
Interest expense	728	643	527
Other income	(310)	(162)	(685)
Income (Loss) Before Income Taxes	33,670	16,740	(33,288)
Income tax expense (benefit)	13,209	6,982	(12,502)
Net Income (Loss)	$ 20,461	$ 9,758	$ (20,786)
Earnings (loss) per share
Basic	$ 1.34	$ 0.67	$ (1.45)
Diluted	$ 1.31	$ 0.66	$ (1.45)
Cash dividends per share	$ 0.00	$ 0.00	$ 0.09

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Property, Plant And Equipment

12 Months Ended

Apr. 30, 2014

Property, Plant And Equipment [Abstract]

Property, Plant And Equipment

Note D -- Property, Plant and Equipment

The components of property, plant and equipment were:

		APRIL 30
(in thousands)		2014		2013
Land	$	5,929	$	5,929
Buildings and improvements		68,224		67,444
Buildings and improvements - capital leases		11,202		11,202
Machinery and equipment		155,162		152,154
Machinery and equipment - capital leases		28,111		26,966
Construction in progress		2,461		1,481
		271,089		265,176
Less accumulated amortization and depreciation		(197,040)		(191,112)
Total	$	74,049	$	74,064

Amortization and depreciation expense on property, plant and equipment amounted to $9.5 million, $9.2 million and $16.8 million in fiscal years 2014, 2013 and 2012, respectively.  Accumulated amortization on capital leases included in the above table amounted to $27.5 million and $26.6 million as of April 30, 2014 and 2013, respectively.

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Inventories

12 Months Ended

Apr. 30, 2014

Inventories [Abstract]

Inventories

Note C -- Inventories

The components of inventories were:

		APRIL 30
(in thousands)		2014		2013
Raw materials	$	13,756	$	11,823
Work-in-process		19,179		17,170
Finished goods		13,439		11,318
Total FIFO inventories		46,374		40,311
Reserve to adjust inventories to LIFO value		(14,851)		(10,973)
Total LIFO inventories	$	31,523	$	29,338

There was no liquidation of LIFO based inventories in fiscal 2014 and 2013 to impact net income.  After tax losses were impacted by $125,000 in fiscal year 2012 as a result of liquidation of LIFO based inventories.

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Quarterly Financial Data

12 Months Ended

Apr. 30, 2014

Quarterly Financial Data [Abstract]

Quarterly Financial Data

Note O -- Quarterly Financial Data (Unaudited)

FISCAL 2014		07/31/13		10/31/13		01/31/14		04/30/14
(in thousands, except per share amounts)
Net sales	$	178,095	$	190,532	$	169,033	$	188,855
Gross profit		33,715		32,274		26,001		32,187
Income before income taxes		10,682		8,631		4,953		9,404
Net income		6,655		5,271		2,901		5,634
Earnings per share
Basic	$	0.45	$	0.35	$	0.19	$	0.36
Diluted	$	0.43	$	0.34	$	0.18	$	0.36
FISCAL 2013		07/31/12		10/31/12		01/31/13		04/30/13
(in thousands, except per share amounts)
Net sales	$	148,252	$	159,760	$	151,346	$	171,079
Gross profit		22,043		24,794		23,507		32,312
Income before income taxes		1,015		3,371		3,476		8,878
Net income		561		1,950		2,057		5,190
Earnings per share
Basic	$	0.04	$	0.13	$	0.14	$	0.36
Diluted	$	0.04	$	0.13	$	0.14	$	0.35

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Commitments And Contingencies

12 Months Ended

Apr. 30, 2014

Commitments And Contingencies [Abstract]

Commitments And Contingencies

Note K -- Commitments and Contingencies

Legal Matters

The Company is involved in suits and claims in the normal course of business, including without limitation product liability and general liability claims, and claims pending before the Equal Employment Opportunity Commission. On at least a quarterly basis, the Company consults with its legal counsel to ascertain the reasonable likelihood that such claims may result in a loss. As required by ASC Topic 450, “Contingencies” (ASC 450), the Company categorizes the various suits and claims into three categories according to their likelihood for resulting in potential loss:  those that are probable, those that are reasonably possible and those that are deemed to be remote.  Where losses are deemed to be probable and estimable, accruals are made.  Where losses are deemed to be reasonably possible, a range of loss estimates is determined and considered for disclosure.  In determining these loss range estimates, the Company considers known values of similar claims and consultation with independent counsel.

The Company believes that the aggregate range of loss stemming from the various suits and asserted and unasserted claims which were deemed to be either probable or reasonably possible was not material as of April 30, 2014.  

Product Warranty

The Company estimates outstanding warranty costs based on the historical relationship between warranty claims and revenues. The warranty accrual is reviewed monthly to verify that it properly reflects the remaining obligation based on the anticipated expenditures over the balance of the obligation period. Adjustments are made when actual warranty claim experience differs from estimates. Warranty claims are generally made within two months of the original shipment date.

The following is a reconciliation of the Company’s warranty liability:

		APRIL 30
(in thousands)		2014		2013
PRODUCT WARRANTY RESERVE
Beginning balance	$	1,795	$	1,885
Accrual for warranties		11,988		9,839
Settlements		(11,873)		(9,929)
Ending balance at fiscal year end	$	1,910	$	1,795

Lease Agreements

The Company leases certain office buildings, manufacturing buildings, service centers and equipment. Total rental expenses under operating leases amounted to approximately $8,005,000, $7,378,000 and $7,206,000, in fiscal years 2014, 2013 and 2012, respectively. Minimum rental commitments as of April 30, 2014, under noncancelable leases with terms in excess of one year are as follows:

FISCAL YEAR	OPERATING              (in thousands)		CAPITAL                        (in thousands)
2015	$	3,257		1,377
2016		2,878		1,366
2017		1,489		1,246
2018		584		871
2019		395		666
2020 (and thereafter)		254		3,477
	$	8,857	$	9,003
Less amounts representing interest (2%)				(884)
Total obligations under capital leases			$	8,119

Related Parties

During fiscal 1985, prior to becoming a publicly held corporation, the Company entered into an agreement with a partnership which includes certain former executive officers and current significant shareholders of the Company, including one current member of the Board of Directors of the Company, to lease the Company’s headquarters building which was constructed and is owned by the partnership. The Company has subsequently renewed this lease in accordance with Company policy and procedures which includes approval by the Board of Directors. As of April 30, 2014, the Company is in the fourth year of the latest five-year renewal period, which expires in 2016. Under this agreement, rental expense was $470,000, $461,000 and $460,000, in fiscal years 2014, 2013 and 2012, respectively. Rent during the remaining term of approximately $927,000 (included in the preceding table) is subject to annual increases of 2%  through the remaining term of the lease.

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Stock-Based Compensation

12 Months Ended

Apr. 30, 2014

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note G – Stock-Based Compensation

The Company has two types of stock-based compensation awards in effect for its employees and directors. The Company has issued stock options since 1986 and restricted stock units (RSUs) since fiscal 2010. Total compensation expense related to stock-based awards for the fiscal years ended April 30, 2014, 2013 and 2012 was $3.3 million, $3.5 million and $3.4 million, respectively.  The Company recognizes stock-based compensation costs net of an estimated forfeiture rate for those shares expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the forfeiture rates based upon its historical experience.

Stock Incentive Plans

At April 30, 2014, the Company had stock option and RSU awards outstanding under four different plans: (1) 1999 stock option plan for employees; (2) second amended and restated 2004 stock incentive plan for employees; (3) 2006 non-employee directors equity ownership plan; and (4) 2011 non-employee directors equity ownership plan.  As of April 30, 2014, there were 1,075,350 shares of common stock available for future stock-based compensation awards under the Company’s stock incentive plans.

Methodology Assumptions

For purposes of valuing stock option grants, the Company has identified one employee group and one non-employee director group, based upon observed option exercise patterns. The Company uses the Black-Scholes option-pricing model to value the Company’s stock options for each of the groups. Using this option-pricing model, the fair value of each stock option award is estimated on the date of grant. The fair value of the Company’s stock option awards is expensed on a straight-line basis over the vesting period of the stock options. The expected volatility assumption is based on the historical volatility of the Company’s stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from the Company’s historical exercise experience and represents the period of time that stock option awards granted are expected to be outstanding for each of the identified groups. The expected term assumption incorporates the contractual term of an option grant, which is generally ten years for employees and from four to ten years for non-employee directors, as well as the vesting period of an award, which is typically three years. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted.

For purposes of determining the fair value of RSUs, the Company uses the closing stock price of its common stock as reported on the NASDAQ Global Select Market on the date of grant, reduced by the discounted value of future expected dividend payments during the vesting period, since the recipients are not entitled to dividends during the vesting period. The fair value of the Company’s RSU awards is expensed on a straight-line basis over the vesting period of the RSUs to the extent the Company believes it is probable the related performance criteria, if any, will be met.  The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the vesting period of the RSU grant.

The weighted-average assumptions and valuation of the Company’s stock options were as follows:

		FISCAL YEARS ENDED APRIL 30
		2014			2013			2012
Weighted-average fair value of grants	$	14.46		$	7.39		$	5.43
Expected volatility		38.2	%		42.5	%		35.1	%
Expected term in years		6.1			6.1			6.0
Risk-free interest rate		1.59	%		1.09	%		2.24	%
Expected dividend yield		0.0	%		0.0	%		2.0	%

Stock Option Activity

Stock options granted and outstanding under each of the Company’s plans vest evenly over a three-year period and have contractual terms of ten years. The exercise price of all stock options granted is equal to the fair market value of the Company’s common stock on the option grant date.

The following table presents a summary of the Company’s stock option activity for the fiscal years ended April 30, 2014, 2013 and 2012 (remaining contractual term in years and exercise prices are weighted-averages):

	NUMBER OF OPTIONS	REMAINING CONTRACTUAL TERM	WEIGHTED AVERAGE EXERCISE PRICE		AGGREGATE INTRINSIC VALUE               (in thousands)
Outstanding at April 30, 2011	1,605,356	5.7	$	28.48	$	29
Granted	130,000	9.1		18.16		- -
Exercised	(1,200)	- -		14.93		6
Cancelled or expired	(109,396)	- -		28.82		- -
Outstanding at April 30, 2012	1,624,760	5.1	$	27.64	$	0
Granted	125,000	9.1		17.62		- -
Exercised	(251,799)	- -		23.35		1,868
Cancelled or expired	(96,148)	- -		31.03		- -
Outstanding at April 30, 2013	1,401,813	4.8	$	27.27	$	9,272
Granted	60,500	9.1		36.74		- -
Exercised	(551,485)	- -		26.61		5,156
Cancelled or expired	(59,514)	- -		30.17		- -
Outstanding at April 30, 2014	851,314	4.3	$	28.16	$	3,121
Vested and expected to vest in the future at April 30, 2014	836,259	4.2	$	28.24	$	2,995
Exercisable at April 30, 2014	699,412	3.4	$	29.00	$	1,900

The aggregate intrinsic value in the previous table of the outstanding options on April 30, 2014 represents the total pre-tax intrinsic value (the excess, if any, of the Company’s closing stock price on the last trading day of fiscal 2014 over the exercise price, multiplied by the number of in-the-money options) of the shares of the Company’s common stock that would have been received by the option holders had all option holders exercised their options on April 30, 2014. This amount changes based upon the fair market value of the Company’s common stock.  The total fair value of options vested for the fiscal years ended April 30, 2014, 2013 and 2012 was $0.7 million, $1.2 million and $2.4 million, respectively.

As of April 30, 2014, there was $0.8 million of total unrecognized compensation expense related to unvested stock options granted under the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period of 1.7years.

Cash received from option exercises for the fiscal years ended April 30, 2014, 2013 and 2012, was an aggregate of $14.7 million, $5.9 million and $0.0 million, respectively.  The actual tax benefit realized for the tax deduction from option exercises of stock option awards totaled $2,011,000, $729,000 and $3,000 for the fiscal years ended April 30, 2014, 2013 and 2012, respectively.

The following table summarizes information about stock options outstanding at April 30, 2014 (remaining lives in years and exercise prices are weighted-averages):

	OPTIONS OUTSTANDING				OPTIONS EXERCISABLE
OPTION PRICE		REMAINING	EXERCISE			EXERCISE
PER SHARE	OPTIONS	LIFE	PRICE		OPTIONS	PRICE
$17.62-$18.16	120,002	7.7	$	17.83	20,000	$	17.98
$20.87-$26.85	266,538	4.5		23.93	266,538		23.93
$28.97-$34.63	412,874	2.6		32.81	412,874		32.81
$36.74-$36.74	51,900	9.1		36.74	0		0.00
	851,314				699,412

Restricted Stock Unit Activity:

The Company’s RSUs granted to employees cliff-vest over a three-year period from date of grant, while RSUs granted to non-employee directors vest daily over a two-year period from date of grant.  Directors were granted service-based RSUs only, while employees were awarded both service-based and performance-based RSUs (PBRSUs) in fiscal years 2014, 2013 and 2012.  The PBRSUs granted in fiscal 2014 are earned based on achievement of a number of goals pertaining to the Company’s operational and financial performance during the performance period of fiscal 2014.  Employees who satisfy the vesting criteria will receive a proportional amount of PBRSUs based upon the Compensation Committee’s assessment of the Company’s achievement of the performance criteria.

The following table contains a summary of the Company’s RSU activity for the fiscal years ended April 30, 2014, 2013 and 2012:

	PERFORMANCE-BASED RSUs	SERVICE-BASED RSUs	TOTAL RSUs	WEIGHTED AVERAGE GRANT DATE FAIR VALUE
Issued and outstanding, April 30, 2011	174,570	119,100	293,670	$	20.25
Granted	134,250	64,750	199,000	$	17.00
Cancelled due to non-achievement of performance goals	(48,870)	0	(48,870)	$	19.81
Settled in common stock	(666)	(17,951)	(18,617)	$	21.15
Forfeited	(22,208)	(10,171)	(32,379)	$	19.30
Issued and outstanding, April 30, 2012	237,076	155,728	392,804	$	18.75
Granted	129,075	63,025	192,100	$	17.76
Cancelled due to non-achievement of performance goals	(24,311)	0	(24,311)	$	17.09
Settled in common stock	(49,546)	(58,328)	(107,874)	$	20.66
Forfeited	(13,189)	(5,425)	(18,614)	$	17.91
Issued and outstanding, April 30, 2013	279,105	155,000	434,105	$	17.96
Granted	75,600	44,092	119,692	$	36.09
Cancelled due to non-achievement of performance goals	(23,384)	0	(23,384)	$	17.62
Settled in common stock	(74,935)	(60,310)	(135,245)	$	19.75
Forfeited	(20,591)	(15,407)	(35,998)	$	23.12
Issued and outstanding, April 30, 2014	235,795	123,375	359,170	$	22.79

As of April 30, 2014, there was $2.9 million of total unrecognized compensation expense related to unvested RSUs granted under the Company’s stock-based compensation plans.  This expense is expected to be recognized over a weighted-average period of 2.0 years.

For the fiscal years ended April 30, 2014, 2013 and 2012 stock-based compensation expense was allocated as follows:

(in thousands)		2014		2013		2012
Cost of sales and distribution	$	505	$	606	$	531
Selling and marketing expenses		801		859		715
General and administrative expenses		1,989		2,044		2,167
Stock-based compensation expense, before income taxes	$	3,295	$	3,509	$	3,413

Restricted Stock Tracking Units:

During fiscal 2014, the Board of Directors of the Company approved grants of 9,486 cash-settled performance-based restricted stock tracking units (RSTUs) and 3,264 cash-settled service-based RSTUs for more junior level employees who previously received RSU grants under the Company’s shareholder approved plan.  Each performance-based RSTU entitles the recipient to receive a payment in cash equal to the fair market value of a share of the Company’s common stock as of the payment date if applicable performance conditions are met and the recipient remains continuously employed with the Company until the units vest.  The service-based RSTUs entitle the recipients to receive a payment in cash equal to the fair market value of a share of our common stock as of the payment date if they remain continuously employed with the Company until the units vest.  The RSTUs cliff-vest three years from the grant date.  Since the RSTUs will be settled in cash, the grant date fair value of these awards is recorded as a liability until the date of payment.  The fair value of each cash-settled RSTU award is remeasured at the end of each reporting period and the liability is adjusted, and related expense recorded, based on the new fair value.  The Company recognized expense of $78 thousand related to RSTUs for the fiscal year ended April 30, 2014.

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Income Taxes (Schedule Of Effective Income Tax Rate Reconciliation) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Income Taxes [Abstract]
Federal statutory rate	35.00%	35.00%	35.00%
Tax basis adjustment	0.00%	0.00%	(1.70%)
Meals and entertainment	0.80%	1.50%	(0.80%)
Domestic production deduction	(1.80%)	(0.30%)	0.00%
Other	0.70%	1.40%	0.00%
Total	(0.30%)	2.60%	(2.50%)
Effective federal income tax rate	34.70%	37.60%	32.50%
State income taxes, net of federal tax effect	4.50%	4.10%	5.10%
Effective income tax rate	39.20%	41.70%	37.60%
Income taxes paid	$ 4,334	$ 1,219	$ 229

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Loans Payable And Long-Term Debt

12 Months Ended

Apr. 30, 2014

Loans Payable And Long-Term Debt [Abstract]

Loans Payable And Long-Term Debt

Note E -- Loans Payable and Long-Term Debt

Maturities of long-term debt are as follows:

		FISCAL YEARS ENDING APRIL 30
(in thousands)	2015		2016		2017		2018		2019		2020 AND THERE- AFTER		TOTAL OUTSTAND- ING
Revolving credit facility	$	0	$	10,000	$	0	$	0	$	0	$	0	$	10,000
Economic development loans		0		0		0		0		2,190		1,290		3,480
Capital lease obligations		1,146		1,185		1,116		781		593		3,298		8,119
Total	$	1,146	$	11,185	$	1,116	$	781	$	2,783	$	4,588	$	21,599
Less current maturities													$	1,146
Total long-term debt													$	20,453

The Company’s primary loan agreement is a $35 million secured revolving credit facility which expires on December 31, 2015 with Wells Fargo Bank, N.A. (Wells Fargo).  At April 30, 2014 and 2013, $10 million of loans were outstanding under this facility, and the Company had additional borrowing base availability of $25.0 million.  The Company incurs a fee for amounts not used under the revolving credit facility.  Fees paid by the Company related to non-usage of its current and former credit facilities have been included in interest expense and were $62,730, $61,000 and $54,158 for fiscal years 2014, 2013 and 2012, respectively. 

The Company’s outstanding indebtedness and other obligations to Wells Fargo are secured by substantially all of the Company’s assets.  The Company can borrow under the revolving credit facility up to the lesser of $35 million or the maximum borrowing base (which equals 75% of eligible accounts receivable, 50% of eligible pre bill reserves and up to $20 million for equipment value, each as defined in the agreement) less any outstanding loan balance.  Any outstanding loan balance bears interest at the London Interbank Offered Rate (LIBOR) (0.25% at April 30, 2014) plus 2.37%. Under the terms of the revolving credit facility, the Company must: (1) maintain at the end of each fiscal quarter a ratio of total liabilities to tangible net worth of not greater than 1.4 to 1.0; (2) maintain at the end of each fiscal quarter a ratio of cash flow to fixed charges of not less than 1.25 to 1.0 measured on a rolling four-quarter basis; and (3) comply with other customary affirmative and negative covenants.

The Company was in compliance with all covenants specified in the amended revolving credit facility as of April 30, 2014,  including as follows: (1) the Company’s ratio of total liabilities to tangible net worth at April 30, 2014 was 0.73 to 1.0; and (2) cash flow to fixed charges for its most recent four quarters was 3.43 to 1.0.

The revolving credit facility does not limit the Company’s ability to pay dividends or repurchase its common stock as long as the Company is in compliance with these covenants.    

In 2009, the Company entered into a loan agreement with the Board of County Commissioners of Garrett County as part of the Company’s capital investment in land located in Garrett County, Maryland.  This loan agreement is secured by a Deed of Trust on the property and bears interest at a fixed rate of 3%.  The agreement defers principal and interest during the term of the obligation and forgives any outstanding balance at December 31, 2019, if the Company complies with certain employment levels.  The outstanding balance as of April 30, 2014 and 2013 was $1,290,000.

In 2005, the Company entered into two separate loan agreements with the Maryland Economic Development Corporation and the County Commissioners of Allegany County as part of the Company’s capital investment and operations at the Allegany County, Maryland site.  These loan agreements were amended in 2013 and 2008.  The aggregate balance of these loan agreements was $2,190,000as of April 30, 2014 and 2013.  The loan agreements expire at December 31, 2018 and bear interest at a fixed rate of 3% per annum.  These loan agreements are secured by mortgages on the manufacturing facility constructed in Allegany County, Maryland.  These loan agreements defer principal and interest during the term of the obligation and forgive any outstanding balance at December 31, 2018, if the Company complies with certain employment levels at the facility. 

In 2002, the Company entered into a loan agreement with the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority (a.k.a. Coalfields Regional Industrial Authority, Inc.) as part of the Company’s capital investment and operations at the Hazard, Kentucky site. This debt facility was a $6 million term loan, which was scheduled to expire November 13, 2017,  and bore interest at a fixed rate of 2% per annum. It was secured by a mortgage on the manufacturing facility constructed in Hazard, Kentucky. The loan required annual debt service payments consisting of principal and interest with a fixed balloon payment of $1.6 million at loan expiration. This loan was paid off during the fourth quarter of fiscal 2014.  The outstanding amount owed as of April 30, 2013 was $3,530,000.

From 2012 through 2014, the Company entered into a total of ten capitalized lease agreements in the aggregate amount of $1,526,000 with First American Financial Bancorp related to financing computer equipment.  Each lease has a term of 48 months and an interest rate of 6.5%.  The leases require quarterly rental payments.  The aggregate outstanding amount under all of these leases as of April 30, 2014 and 2013 was $1,163,000 and $545,000, respectively.

In 2014 and 2013, the Company entered into a total of nine capitalized lease agreements in the aggregate amount of $1,034,000 with e-Plus Group related to financing computer equipment.  Each lease has a term of 51 months and an interest rate of 6.5%.  The leases require monthly rental payments.  The aggregate outstanding amount under all of these leases as of April 30, 2014 and 2013 was $825,000 and $529,000, respectively.  

In 2004, the Company entered into a lease agreement with the West Virginia Economic Development Authority as part of the Company’s capital investment and operations at the South Branch plant located in Hardy County, West Virginia. This capital lease agreement is a $10 million term obligation, which expires June 30, 2024, bearing interest at a fixed rate of 2% per annum. The lease requires monthly rental payments.  The outstanding amounts owed as of April 30, 2014 and 2013 were $6,131,000 and $6,665,000, respectively.

Certain of the Company's loan agreements limit the amount and type of indebtedness the Company can incur and require the Company to maintain specified financial ratios measured on a quarterly basis. In addition to the assets previously discussed, certain of the Company’s property, plant and equipment are pledged as collateral under a loan agreement and the capital lease arrangements. The Company was in compliance with all covenants contained in its loan agreements and capital leases at April 30, 2014.

Interest paid under the Company’s loan agreements and capital leases during fiscal years 2014, 2013 and 2012 was $669,000, $576,000 and $453,000, respectively.

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Earnings (Loss) Per Share

12 Months Ended

Apr. 30, 2014

Earnings (Loss) Per Share [Abstract]

Earnings (Loss) Per Share

Note F -- Earnings (Loss) Per Share

The following table summarizes the computations of basic and diluted earnings (loss) per share:

		FISCAL YEARS ENDED APRIL 30
(in thousands, except per share amounts)		2014		2013		2012
Numerator used in basic and diluted earnings (loss) per common share:
Net income (loss)	$	20,461	$	9,758	$	(20,786)
Denominator:
Denominator for basic earnings (loss) per common share -
weighted-average shares		15,299		14,563		14,344
Effect of dilutive securities:
Stock options and restricted stock units		354		270		0
Denominator for diluted earnings (loss) per common share -
weighted-average shares and assumed conversions		15,653		14,833		14,344
Net earnings (loss) per share
Basic	$	1.34	$	0.67	$	(1.45)
Diluted	$	1.31	$	0.66	$	(1.45)

Potentially dilutive shares of 0.1 million,  1.0 million and 1.8 million issuable under the Company’s stock incentive plans have been excluded from the calculation of net earnings(loss) per share for the fiscal years ended April 30, 2014, 2013 and 2012, respectively, as the effect would be anti-dilutive.

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Employee Benefit And Retirement Plans

12 Months Ended

Apr. 30, 2014

Employee Benefit And Retirement Plans [Abstract]

Employee Benefit And Retirement Plans

Note H – Employee Benefit and Retirement Plans

Employee Stock Ownership Plan

In fiscal 1990, the Company instituted the American Woodmark Investment Savings Stock Ownership Plan. Under this plan, all employees who are at least 18 years old and have been employed by the Company for at least six consecutive months are eligible to receive Company stock through a discretionary profit-sharing contribution and a 401(k) matching contribution based upon the employee's contribution to the plan.

Beginning in fiscal 2013, discretionary profit-sharing contributions ranging from 0-5%, based on predetermined net income levels of the Company,may be made annually in the form of Company stock.  Prior to fiscal 2013, profit-sharing contributions in the form of Company stock were 3% of after-tax earnings, calculated on a quarterly basis.  The Company recognized expenses for profit-sharing contributions of $818,000 and $293,000 in fiscal years 2014 and 2013, respectively.  The Company did not make, or recognize any expenses for, discretionary profit-sharing contributions in fiscal 2012.

Beginning in fiscal 2013, as part of the realignment of its retirement plans, the Company increased the match on 401(k) contributions in the form of Company stock to 100% of an employee’s annual contribution to the plan up to 4% of base earnings.  Prior to fiscal 2013, the Company matched 401(k) contributions in the form of Company stock at 50% of an employee's annual contribution to the plan up to 4% of base earnings for an effective maximum Company contribution of 2% of base earnings.  The expense for 401(k) matching contributions for this plan was $4,054,000, $2,547,000 and $1,284,000, in fiscal years 2014, 2013 and 2012, respectively.

Pension Benefits

The Company has two defined benefit pension plans covering many of the Company’s employees hired prior to April 30, 2012. These plans provide defined benefits based on years of service and final average earnings (for salaried employees) or benefit rate (for hourly employees).

Effective April 30, 2012, the Company froze all future benefit accruals under the Company’s hourly and salaried defined benefit pension plans.

Included in accumulated other comprehensive loss at April 30, 2014 is $42.6 million ($26.0 million net of tax) related to net unrecognized actuarial losses that have not yet been recognized in net periodic pension benefit costs. The Company expects to recognize $0.9 million ($0.5 million net of tax) in net actuarial losses in net periodic pension benefit costs during fiscal 2015.  The Company uses an April 30 measurement date for its benefit plans.

The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s non-contributory defined benefit pension plans as of April 30:

		APRIL 30
(in thousands)		2014		2013
CHANGE IN PROJECTED BENEFIT OBLIGATION
Projected benefit obligation at beginning of year	$	149,429	$	136,264
Interest cost		6,203		6,261
Actuarial (gains) and losses		(7,615)		10,801
Benefits paid		(3,875)		(3,897)
Projected benefit obligation at end of year	$	144,142	$	149,429
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year	$	95,733	$	85,717
Actual return on plan assets		8,483		8,993
Company contributions		2,258		4,920
Benefits paid		(3,875)		(3,897)
Fair value of plan assets at end of year	$	102,599	$	95,733
Funded status of the plans	$	(41,543)	$	(53,696)
Unrecognized net actuarial loss		42,589		52,703
Prepaid (accrued) benefit cost	$	1,046	$	(993)
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS
Defined benefit pension liabilities	$	(41,543)	$	(53,696)
Accumulated other comprehensive loss		42,589		52,703
Net amount recognized	$	1,046	$	(993)

The accumulated benefit obligation for both pension plans was $144,142,000 and $149,429,000 at April 30, 2014 and 2013, respectively.

		PENSION BENEFITS
(in thousands)		2014		2013		2012
COMPONENTS OF NET PERIODIC PENSION BENEFIT COST
Service cost	$	0	$	0	$	5,305
Interest cost		6,203		6,261		6,533
Expected return on plan assets		(7,113)		(6,563)		(6,533)
Amortization of prior service cost		0		0		53
Curtailment loss		0		0		331
Recognized net actuarial loss		1,129		923		1,710
Pension benefit cost	$	219	$	621	$	7,399

Actuarial Assumptions:  The discount rate at April 30 was used to measure the year-end benefit obligations and the earnings effects for the subsequent year. Actuarial assumptions used to determine benefit obligations and earnings effects for the pension plans follow:

	FISCAL YEARS ENDED APRIL 30
	2014		2013
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE BENEFIT OBLIGATIONS
Discount rate	4.56	%	4.21	%

	FISCAL YEARS ENDED APRIL 30
	2014		2013		2012
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET PERIODIC PENSION BENEFIT COST
Discount rate	4.21	%	4.66	%	5.66%/4.76%  1
Expected return on plan assets	7.5	%	7.5	%	8.0	%
Rate of compensation increase	*		*		4.0	%
1The discount rate was 5.66% from May 1, 2011 to December 31, 2011 and 4.76% from January 1, 2012 to April 30, 2012.  The rate changed during fiscal 2012 as a result of the required re-measurement of the Company's pension liability upon its decision to freeze its pension plans.
*  The rate of compensation increase is not applicable for periods beyond April 30, 2012 because the Company froze its pension plans effective as of that date.

In fiscal years 2014, 2013 and 2012, the Company determined the discount rate by referencing the Aon Hewitt AA Bond Universe Yield Curve.  The Company believes that using a yield curve approach accurately reflects changes in the present value of liabilities over time since each cash flow is discounted at the rate at which it could effectively be settled.

In developing the expected long-term rate of return assumption for the assets of the defined benefit pension plans, the Company evaluated input from its third party pension plan asset managers, including their review of asset class return expectations and long-term inflation assumptions.  The Company also considered the related historical ten-year average asset returns at April 30, 2014.

The Company amortizes experience gains and losses, as well as the effects of changes in actuarial assumptions and plan provisions, over the average remaining lifetime of the active participants.

Contributions:  The Company funds the pension plans in amounts sufficient to meet minimum funding requirements under applicable employee benefit and tax laws plus additional amounts the Company deems appropriate.

The Company expects to contribute $4.3 million to its pension plans in fiscal 2015.  The Company made contributions of $2.3 million and $4.9 million to its pension plans in fiscal 2014 and 2013, respectively. 

Estimated Future Benefit Payments: The following benefit payments, which reflect expected future service, are expected to be paid:

FISCAL YEAR	BENEFIT PAYMENTS (in thousands)
2015	$	4,719
2016		5,135
2017		5,452
2018		5,818
2019		6,283
Years 2020-2024		37,021

Plan Assets:  Pension assets by major category and the type of fair value measurement as of April 30, 2014 and 2013 are presented in the following tables:

FAIR VALUE MEASUREMENTS AT APRIL 30, 2014
(in thousands)	TOTAL		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS        (LEVEL 3)
Cash Equivalents	$	338	$	338	$	0	$	0
Equity Collective Funds:1
Equity Index Value Fund		20,753		0		20,753		0
Equity Index Growth Fund		20,485		0		20,485		0
Small Cap Index Fund		5,929		0		5,929		0
International Equity Fund		4,166		0		4,166		0
Fixed Income Collective Funds:1
Core Fixed Income Fund		33,409		0		33,409		0
Capital Preservation Fund		17,519		0		17,519		0
Total	$	102,599	$	338	$	102,261	$	0
FAIR VALUE MEASUREMENTS AT APRIL 30, 2013
(in thousands)	TOTAL		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS        (LEVEL 3)
Cash Equivalents	$	315	$	315	$	0	$	0
Equity Collective Funds:1
Equity Index Value Fund		19,202		0		19,202		0
Equity Index Growth Fund		19,245		0		19,245		0
Small Cap Index Fund		5,632		0		5,632		0
International Equity Fund		3,932		0		3,932		0
Fixed Income Collective Funds:1
Core Fixed Income Fund		30,000		0		30,000		0
Capital Preservation Fund		17,407		0		17,407		0
Total	$	95,733	$	315	$	95,418	$	0
1  The Collective Trust Funds are valued by applying each plan's ownership percentage in the fund to the fund's net assets at fair value at the valuation date.

Investment Strategy:  The Company has established formal investment policies for the assets associated with its pension plans.  The objectives of the investment strategies include preservation of capital and long-term growth of capital while avoiding excessive risk.  Target allocation percentages are established at an asset class level by the Company’s Pension Committee.  Target allocation ranges are guidelines, not limitations, and the Pension Committee may approve allocations above or below a target range.

During a period of uncertainty in the equity and fixed income markets, the Pension Committee may suspend the Target Asset Allocation and manage the investment mix as it sees reasonable, prudent and in the best interest of the plans to better protect the value of the plan assets.

The Company’s pension plans’ weighted-average asset allocations at April 30, 2014 and 2013, by asset category, were as follows:

	PLAN ASSET ALLOCATION
	2014		2014		2013
APRIL 30	TARGET		ACTUAL		ACTUAL
Equity Funds	50.0	%	50.0	%	50.2	%
Fixed Income Funds	50.0	%	50.0	%	49.8	%
Total	100.0	%	100.0	%	100.0	%

Within the broad categories outlined in the preceding table, the Company has targeted the following specific allocations as a percentage of total funds invested:  17% Capital Preservation, 33% Bond, 20% Large Capital Growth, 20% Large Capital Value, 6% Small Capital and 4% International.

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Commitments And Contingencies (Schedule Of Minimum Rental Requirements) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014
Commitments And Contingencies [Abstract]
2015	$ 3,257
2016	2,878
2017	1,489
2018	584
2019	395
2020 (and thereafter)	254
Total, Operating	8,857
Capital Leases, Future Minimum Payments, Net Present Value [Abstract]
2015	1,377
2016	1,366
2017	1,246
2018	871
2019	666
2020 (and thereafter)	3,477
Total, Capital	9,003
Less amounts representing interest (2%)	(884)
Total obligations under capital leases	$ 8,119

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Fair Value Measurements (Fair Value Of Assets On Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2014	Apr. 30, 2013
Fair Value Measurements Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 40,081	$ 40,186
Fair Value Measurements Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0	0
Fair Value Measurements Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0	0
Money Market Funds [Member] | Fair Value Measurements Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	38,877	38,875
Money Market Funds [Member] | Fair Value Measurements Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0	0
Money Market Funds [Member] | Fair Value Measurements Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0	0
Mutual Funds [Member] | Fair Value Measurements Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	1,204	1,311
Mutual Funds [Member] | Fair Value Measurements Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	0	0
Mutual Funds [Member] | Fair Value Measurements Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 0	$ 0

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Commitments And Contingencies (Reconciliation Of Warranty Liability) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013
Commitments And Contingencies [Abstract]
Beginning balance	$ 1,795	$ 1,885
Accrual for warranties	11,988	9,839
Settlements	(11,873)	(9,929)
Ending balance at fiscal year end	$ 1,910	$ 1,795

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Commitments And Contingencies (Tables)

12 Months Ended

Apr. 30, 2014

Commitments And Contingencies [Abstract]

Reconciliation Of Warranty Liability

		APRIL 30
(in thousands)		2014		2013
PRODUCT WARRANTY RESERVE
Beginning balance	$	1,795	$	1,885
Accrual for warranties		11,988		9,839
Settlements		(11,873)		(9,929)
Ending balance at fiscal year end	$	1,910	$	1,795

Schedule Of Minimum Rental Requirements

FISCAL YEAR	OPERATING              (in thousands)		CAPITAL                        (in thousands)
2015	$	3,257		1,377
2016		2,878		1,366
2017		1,489		1,246
2018		584		871
2019		395		666
2020 (and thereafter)		254		3,477
	$	8,857	$	9,003
Less amounts representing interest (2%)				(884)
Total obligations under capital leases			$	8,119

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Stock-Based Compensation (Stock-Based Compensation Expense Allocated) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 3,295	$ 3,509	$ 3,413
Cost Of Sales And Distribution [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	505	606	531
Selling And Marketing Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	801	859	715
General And Administrative Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 1,989	$ 2,044	$ 2,167

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Fair Value Measurements

12 Months Ended

Apr. 30, 2014

Fair Value Measurements [Abstract]

Fair Value Measurements

Note M -- Fair Value Measurements

The Company utilizes the hierarchy of fair value measurements to classify certain of its assets and liabilities based upon the following definitions:

Level 1 – Investments with quoted prices in active markets for identical assets or liabilities.  The Company’s cash equivalents are invested in money market funds, mutual funds and United States Treasury instruments.  The Company’s mutual fund investment assets represent contributions made and invested on behalf of the Company’s named executive officers in a supplementary employee retirement plan.

Level 2 – Investments with observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; 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.  The Company has no Level 2 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.  The Company has no Level 3 assets or liabilities.

The following table summarizes the fair value of assets that are recorded in the Company’s consolidated financial statements as of April 30, 2014 and 2013 at fair value on a recurring basis:

	FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2014
(in thousands)		LEVEL 1		LEVEL 2		LEVEL 3
ASSETS:
Money market funds	$	38,877	$	0	$	0
Mutual funds		1,204		0		0
Total assets at fair value	$	40,081	$	0	$	0
	FAIR VALUE MEASUREMENTS AS OF APRIL 30, 2013
(in thousands)		LEVEL 1		LEVEL 2		LEVEL 3
ASSETS:
Money market funds	$	38,875	$	0	$	0
Mutual funds		1,311		0		0
Total assets at fair value	$	40,186	$	0	$	0

The fair value measurement of assets held by the Company’s defined benefit pension plans is discussed in Note H.

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Customer Receivables (Tables)

12 Months Ended

Apr. 30, 2014

Customer Receivables [Abstract]

Components Of Customer Receivables

		APRIL 30
(in thousands)		2014		2013
Gross customer receivables	$	48,943	$	41,397
Less:
Allowance for doubtful accounts		(102)		(148)
Allowance for returns and discounts		(2,366)		(2,205)
Net customer receivables	$	46,475	$	39,044

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Stock-Based Compensation (Schedule Of Stock Options Oustanding Activity) (Details) (USD $)	12 Months Ended
	Apr. 30, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding	851,314
Options exercisable	699,412
$17.62 - $18.16 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option price per share, lower range limit	$ 17.62
Option price per share, upper range limit	$ 18.16
Options outstanding	120,002
Options outstanding remaining life	7 years 8 months 12 days
Options outstanding exercise price	$ 17.83
Options exercisable	20,000
Options exercisable exercise price	$ 17.98
$20.87- $26.85 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option price per share, lower range limit	$ 20.87
Option price per share, upper range limit	$ 26.85
Options outstanding	266,538
Options outstanding remaining life	4 years 6 months
Options outstanding exercise price	$ 23.93
Options exercisable	266,538
Options exercisable exercise price	$ 23.93
$28.97 - $34.63 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option price per share, lower range limit	$ 28.97
Option price per share, upper range limit	$ 34.63
Options outstanding	412,874
Options outstanding remaining life	2 years 7 months 6 days
Options outstanding exercise price	$ 32.81
Options exercisable	412,874
Options exercisable exercise price	$ 32.81
$36.74 - $36-74 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Option price per share, lower range limit	$ 36.74
Option price per share, upper range limit	$ 36.74
Options outstanding	51,900
Options outstanding remaining life	9 years 1 month 6 days
Options outstanding exercise price	$ 36.74
Options exercisable	0
Options exercisable exercise price	$ 0.00

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Property, Plant And Equipment (Details) (USD $)	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 271,089,000	$ 265,176,000
Less accumulated amortization and depreciation	(197,040,000)	(191,112,000)
Property, Plant and Equipment, Net, Total	74,049,000	74,064,000
Amortization and depreciation expense on property, plant and equipment	9,500,000	9,200,000	16,800,000
Accumulated amortization on capital leases	27,500,000	26,600,000
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	5,929,000	5,929,000
Buildings And Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	68,224,000	67,444,000
Building And Improvements - Capital Leases [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,202,000	11,202,000
Machinery And Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	155,162,000	152,154,000
Machinery And Equipment - Capital Leases [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	28,111,000	26,966,000
Construction In Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,461,000	$ 1,481,000

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Consolidated Statements Of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013	Apr. 30, 2012
Consolidated Statements Of Comprehensive Income (Loss) [Abstract]
Net income (loss)	$ 20,461	$ 9,758	$ (20,786)
Other comprehensive income (loss), net of tax:
Change in pension benefits, net of deferred taxes of $3,944, $2,905 and $3,624, respectively	6,170	(4,543)	(5,669)
Total Comprehensive Income (Loss)	$ 26,631	$ 5,215	$ (26,455)

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Customer Receivables

12 Months Ended

Apr. 30, 2014

Customer Receivables [Abstract]

Customer Receivables

Note B -- Customer Receivables

The components of customer receivables were:

		APRIL 30
(in thousands)		2014		2013
Gross customer receivables	$	48,943	$	41,397
Less:
Allowance for doubtful accounts		(102)		(148)
Allowance for returns and discounts		(2,366)		(2,205)
Net customer receivables	$	46,475	$	39,044

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Employee Benefit And Retirement Plans (Schedule Of Allocation Of Plan Assets) (Details)	12 Months Ended
	Apr. 30, 2014	Apr. 30, 2013
Defined Benefit Plan Disclosure [Line Items]
Plan asset actual allocation	100.00%	100.00%
Plan asset target allocation	100.00%
Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset actual allocation	50.00%	50.20%
Plan asset target allocation	50.00%
Fixed Income Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Plan asset actual allocation	50.00%	49.80%
Plan asset target allocation	50.00%

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Schedule II - Valuation And Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Apr. 30, 2014		Apr. 30, 2013		Apr. 30, 2012
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 148	[1]	$ 93	[1]	$ 67	[1]
Additions (Reductions) Charged to Cost and Expenses	31	[1]	92	[1]	123	[1]
Other		[1]		[1]		[1]
Deductions	(77)	[1],[2]	(37)	[1],[2]	(97)	[1],[2]
Balance at End of Year	102	[1]	148	[1]	93	[1]
Reserve for Cash Discounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	669	[1]	645	[1]	710	[1]
Additions (Reductions) Charged to Cost and Expenses	8,529	[1],[3]	8,174	[1],[3]	7,317	[1],[3]
Other		[1]		[1]		[1]
Deductions	(8,471)	[1],[4]	(8,150)	[1],[4]	(7,382)	[1],[4]
Balance at End of Year	727	[1]	669	[1]	645	[1]
Reserve for Sales Returns and Allowances [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	1,536	[1]	1,301	[1]	1,194	[1]
Additions (Reductions) Charged to Cost and Expenses	7,245	[1],[3]	7,496	[1],[3]	7,040	[1],[3]
Other		[1]		[1]		[1]
Deductions	(7,142)	[1]	(7,261)	[1]	(6,933)	[1]
Balance at End of Year	$ 1,639	[1]	$ 1,536	[1]	$ 1,301	[1]

[1] All reserves relate to accounts receivable.

[2] Principally write-offs, net of collections.

[3] Reduction of gross sales.

[4] Cash discounts granted.

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Inventories (Tables)

12 Months Ended

Apr. 30, 2014

Inventories [Abstract]

Components Of Inventories

		APRIL 30
(in thousands)		2014		2013
Raw materials	$	13,756	$	11,823
Work-in-process		19,179		17,170
Finished goods		13,439		11,318
Total FIFO inventories		46,374		40,311
Reserve to adjust inventories to LIFO value		(14,851)		(10,973)
Total LIFO inventories	$	31,523	$	29,338

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Summary Of Significant Accounting Policies (Details) (USD $)	12 Months Ended
	Apr. 30, 2014 item	Apr. 30, 2013	Apr. 30, 2012
Summary Of Significant Accounting Policies [Line Items]
Advertising costs	$ 30,400,000	$ 36,500,000	$ 37,400,000
Cash equivalents	38,900,000	38,900,000
Impairment of long-lived assets	0	0	0
Number of defined benefit pension plans	2
Promotional Display [Member]
Summary Of Significant Accounting Policies [Line Items]
Amortization	$ 3,700,000	$ 4,000,000	$ 5,600,000
Maximum [Member] | Buildings And Improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Maximum [Member] | Machinery And Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Maximum [Member] | Promotional Display [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	36 months
Minimum [Member] | Buildings And Improvements [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Minimum [Member] | Machinery And Equipment [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Promotional Display [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	30 months

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Credit Concentration

12 Months Ended

Apr. 30, 2014

Credit Concentration [Abstract]

Credit Concentration

Note L -- Credit Concentration

Credit is extended to customers based on an evaluation of each customer's financial condition and generally collateral is not required. The Company's customers operate in the new home construction and home remodeling markets. 

The Company maintains an allowance for bad debt based upon management's evaluation and judgment of potential net loss. The allowance is estimated based upon historical experience, the effects of current developments and economic conditions and of each customer’s current and anticipated financial condition. Estimates and assumptions are periodically reviewed and updated. Any resulting adjustments to the allowance are reflected in current operating results.

At April 30, 2014, the Company's two largest customers, Customers A and B, represented 21.0% and 21.4% of the Company's gross customer receivables, respectively. At April 30, 2013, Customers A and B represented 21.1% and 21.1% of the Company’s gross customer receivables, respectively.

The following table summarizes the percentage of sales to the Company's two largest customers for the last three fiscal years:

	PERCENT OF ANNUAL GROSS SALES
	2014	2013	2012
Customer A	28.6	35.7	41.5
Customer B	20.6	22.8	26.0