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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Woodmark Corp | NASDAQ:AMWD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.98 | -2.11% | 92.08 | 81.00 | 105.86 | 93.37 | 91.96 | 93.36 | 106,285 | 22:30:00 |
PART I.
|
FINANCIAL INFORMATION
|
PAGE
NUMBER
|
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
|
|
|
3
|
|
|
|
|
|
4
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7-12
|
|
|
|
|
Item 2.
|
12-16
|
|
|
|
|
Item 3.
|
17
|
|
|
|
|
Item 4.
|
17
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
17
|
|
|
|
|
Item 1A.
|
17
|
|
|
|
|
Item 2.
|
17
|
|
|
|
|
Item 5.
|
18
|
|
|
|
|
Item 6.
|
19
|
|
|
|
|
20
|
|
July 31,
2017 |
|
April 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
175,597
|
|
|
$
|
176,978
|
|
Investments - certificates of deposit
|
54,750
|
|
|
51,750
|
|
||
Customer receivables, net
|
62,771
|
|
|
63,115
|
|
||
Inventories
|
44,477
|
|
|
42,859
|
|
||
Prepaid expenses and other
|
4,828
|
|
|
4,526
|
|
||
Total Current Assets
|
342,423
|
|
|
339,228
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
115,427
|
|
|
107,933
|
|
||
Investments - certificates of deposit
|
27,000
|
|
|
20,500
|
|
||
Promotional displays, net
|
5,780
|
|
|
5,745
|
|
||
Deferred income taxes
|
16,460
|
|
|
18,047
|
|
||
Other assets
|
10,119
|
|
|
9,820
|
|
||
TOTAL ASSETS
|
$
|
517,209
|
|
|
$
|
501,273
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
40,902
|
|
|
$
|
41,312
|
|
Current maturities of long-term debt
|
1,691
|
|
|
1,598
|
|
||
Accrued compensation and related expenses
|
28,606
|
|
|
36,162
|
|
||
Accrued marketing expenses
|
9,458
|
|
|
8,655
|
|
||
Income taxes payable
|
6,293
|
|
|
—
|
|
||
Other accrued expenses
|
12,214
|
|
|
13,770
|
|
||
Total Current Liabilities
|
99,164
|
|
|
101,497
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
16,211
|
|
|
15,279
|
|
||
Defined benefit pension liabilities
|
25,790
|
|
|
28,032
|
|
||
Other long-term liabilities
|
3,623
|
|
|
4,016
|
|
||
|
|
|
|
||||
Shareholders' Equity
|
|
|
|
||||
Preferred stock, $1.00 par value; 2,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, no par value; 40,000,000 shares authorized; issued and
|
|
|
|
||||
outstanding shares: at July 31, 2017: 16,291,410
;
|
|
|
|
||||
at April 30, 2017: 16,232,775
|
171,365
|
|
|
168,835
|
|
||
Retained earnings
|
241,229
|
|
|
224,031
|
|
||
Accumulated other comprehensive loss -
|
|
|
|
||||
Defined benefit pension plans
|
(40,173
|
)
|
|
(40,417
|
)
|
||
Total Shareholders' Equity
|
372,421
|
|
|
352,449
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
517,209
|
|
|
$
|
501,273
|
|
|
|
|
|
||||
See notes to condensed consolidated financial statements.
|
|
|
|
|
Three Months Ended
|
|
||||||
|
July 31,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
Net sales
|
$
|
276,827
|
|
|
$
|
258,150
|
|
|
Cost of sales and distribution
|
218,333
|
|
|
198,833
|
|
|
||
Gross Profit
|
58,494
|
|
|
59,317
|
|
|
||
|
|
|
|
|
||||
Selling and marketing expenses
|
18,153
|
|
|
16,463
|
|
|
||
General and administrative expenses
|
9,507
|
|
|
10,932
|
|
|
||
Operating Income
|
30,834
|
|
|
31,922
|
|
|
||
|
|
|
|
|
||||
Interest expense
|
81
|
|
|
159
|
|
|
||
Other income
|
(619
|
)
|
|
(197
|
)
|
|
||
Income Before Income Taxes
|
31,372
|
|
|
31,960
|
|
|
||
|
|
|
|
|
||||
Income tax expense
|
9,091
|
|
|
10,299
|
|
|
||
|
|
|
|
|
||||
Net Income
|
$
|
22,281
|
|
|
$
|
21,661
|
|
|
|
|
|
|
|
||||
Net Earnings Per Share
|
|
|
|
|
||||
|
|
|
|
|
||||
Weighted Average Shares Outstanding
|
|
|
|
|
||||
Basic
|
16,271,788
|
|
|
16,264,380
|
|
|
||
Diluted
|
16,355,045
|
|
|
16,380,983
|
|
|
||
|
|
|
|
|
||||
Net earnings per share
|
|
|
|
|
||||
Basic
|
$
|
1.37
|
|
|
$
|
1.33
|
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
||||
See notes to condensed consolidated financial statements.
|
|
Three Months Ended
|
|
||||||
|
July 31,
|
|
||||||
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
||||
Net income
|
$
|
22,281
|
|
|
$
|
21,661
|
|
|
|
|
|
|
|
||||
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Change in pension benefits, net of deferred taxes of $(156) and $(173), respectively
|
244
|
|
|
270
|
|
|
||
|
|
|
|
|
||||
Total Comprehensive Income
|
$
|
22,525
|
|
|
$
|
21,931
|
|
|
|
|
|
|
|
||||
See notes to condensed consolidated financial statements.
|
|
|
|
|
|
Three Months Ended
|
||||||
|
July 31,
|
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
22,281
|
|
|
$
|
21,661
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,536
|
|
|
4,497
|
|
||
Net loss on disposal of property, plant and equipment
|
32
|
|
|
136
|
|
||
Stock-based compensation expense
|
945
|
|
|
846
|
|
||
Deferred income taxes
|
1,650
|
|
|
1,896
|
|
||
Pension contributions in excess of expense
|
(1,841
|
)
|
|
(1,159
|
)
|
||
Contributions of employer stock to employee benefit plan
|
3,554
|
|
|
2,926
|
|
||
Other non-cash items
|
(258
|
)
|
|
(152
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Customer receivables
|
406
|
|
|
(1,907
|
)
|
||
Inventories
|
(1,826
|
)
|
|
(720
|
)
|
||
Prepaid expenses and other assets
|
(1,260
|
)
|
|
617
|
|
||
Accounts payable
|
(410
|
)
|
|
3,910
|
|
||
Accrued compensation and related expenses
|
(7,556
|
)
|
|
(7,264
|
)
|
||
Income taxes payable
|
6,293
|
|
|
7,198
|
|
||
Other accrued expenses
|
(976
|
)
|
|
462
|
|
||
Net Cash Provided by Operating Activities
|
26,570
|
|
|
32,947
|
|
||
|
|
|
|
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Payments to acquire property, plant and equipment
|
(10,643
|
)
|
|
(4,227
|
)
|
||
Proceeds from sales of property, plant and equipment
|
2
|
|
|
9
|
|
||
Purchases of certificates of deposit
|
(17,250
|
)
|
|
(42,500
|
)
|
||
Maturities of certificates of deposit
|
7,750
|
|
|
7,500
|
|
||
Investment in promotional displays
|
(1,037
|
)
|
|
(1,353
|
)
|
||
Net Cash Used by Investing Activities
|
(21,178
|
)
|
|
(40,571
|
)
|
||
|
|
|
|
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Payments of long-term debt
|
(455
|
)
|
|
(426
|
)
|
||
Proceeds from long-term debt
|
734
|
|
|
750
|
|
||
Proceeds from issuance of common stock
|
1,257
|
|
|
2,020
|
|
||
Repurchase of common stock
|
(5,562
|
)
|
|
(5,100
|
)
|
||
Notes receivable, net
|
—
|
|
|
167
|
|
||
Withholding of employee taxes related to stock-based compensation
|
(2,747
|
)
|
|
(1,687
|
)
|
||
Net Cash Used by Financing Activities
|
(6,773
|
)
|
|
(4,276
|
)
|
||
|
|
|
|
|
|
||
Net Decrease in Cash and Cash Equivalents
|
(1,381
|
)
|
|
(11,900
|
)
|
||
|
|
|
|
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
176,978
|
|
|
174,463
|
|
||
|
|
|
|
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
175,597
|
|
|
$
|
162,563
|
|
|
|
|
|
|
|
||
See notes to condensed consolidated financial statements.
|
|
|
|
|
|
Three Months Ended
|
|
||||||
|
|
July 31,
|
|
||||||
(in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
||||
Numerator used in basic and diluted net earnings
|
|
|
|
|
|
||||
per common share:
|
|
|
|
|
|
||||
Net income
|
|
$
|
22,281
|
|
|
$
|
21,661
|
|
|
Denominator:
|
|
|
|
|
|
||||
Denominator for basic net earnings per common
|
|
|
|
|
|
||||
share - weighted-average shares
|
|
16,272
|
|
|
16,264
|
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
||||
Stock options and restricted stock units
|
|
83
|
|
|
117
|
|
|
||
Denominator for diluted net earnings per common
|
|
|
|
|
|
||||
share - weighted-average shares and assumed
|
|
|
|
|
|
||||
conversions
|
|
16,355
|
|
|
16,381
|
|
|
||
Net earnings per share
|
|
|
|
|
|
||||
Basic
|
|
$
|
1.37
|
|
|
$
|
1.33
|
|
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
1.32
|
|
|
|
|
Three Months Ended
July 31, |
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
|
||||
Cost of sales and distribution
|
|
$
|
244
|
|
|
$
|
154
|
|
|
Selling and marketing expenses
|
|
246
|
|
|
257
|
|
|
||
General and administrative expenses
|
|
455
|
|
|
435
|
|
|
||
Stock-based compensation expense
|
|
$
|
945
|
|
|
$
|
846
|
|
|
|
|
July 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2017
|
|
2017
|
||||
Gross customer receivables
|
|
$
|
65,967
|
|
|
$
|
66,373
|
|
Less:
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
(176
|
)
|
|
(148
|
)
|
||
Allowance for returns and discounts
|
|
(3,020
|
)
|
|
(3,110
|
)
|
||
|
|
|
|
|
|
|
||
Net customer receivables
|
|
$
|
62,771
|
|
|
$
|
63,115
|
|
|
|
July 31,
|
|
April 30,
|
||||
(in thousands)
|
|
2017
|
|
2017
|
||||
Raw materials
|
|
$
|
20,195
|
|
|
$
|
18,230
|
|
Work-in-process
|
|
18,283
|
|
|
18,704
|
|
||
Finished goods
|
|
19,446
|
|
|
19,372
|
|
||
|
|
|
|
|
|
|
||
Total FIFO inventories
|
|
57,924
|
|
|
56,306
|
|
||
|
|
|
|
|
|
|
||
Reserve to adjust inventories to LIFO value
|
|
(13,447
|
)
|
|
(13,447
|
)
|
||
|
|
|
|
|
|
|
||
Total LIFO inventories
|
|
$
|
44,477
|
|
|
$
|
42,859
|
|
|
|
Three Months Ended
|
||||||
|
|
July 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Beginning balance at May 1
|
|
$
|
3,262
|
|
|
$
|
2,926
|
|
Accrual
|
|
5,144
|
|
|
4,420
|
|
||
Settlements
|
|
(4,880
|
)
|
|
(4,334
|
)
|
||
|
|
|
|
|
|
|
||
Ending balance at July 31
|
|
$
|
3,526
|
|
|
$
|
3,012
|
|
|
|
Three Months Ended
|
||||||
|
|
July 31,
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
|
$
|
93
|
|
|
$
|
144
|
|
Income taxes
|
|
$
|
1,123
|
|
|
$
|
357
|
|
|
|
Three Months Ended
|
|
||||||
|
|
July 31,
|
|
||||||
(in thousands)
|
|
2017
|
|
2016
|
|
||||
Interest cost
|
|
$
|
1,432
|
|
|
$
|
1,443
|
|
|
Expected return on plan assets
|
|
(2,234
|
)
|
|
(2,020
|
)
|
|
||
Recognized net actuarial loss
|
|
400
|
|
|
443
|
|
|
||
|
|
|
|
|
|
|
|
||
Net periodic pension (benefit) cost
|
|
$
|
(402
|
)
|
|
$
|
(134
|
)
|
|
|
|
Fair Value Measurements
|
||||||||||
|
|
As of July 31, 2017
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
50,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|||
Certificates of deposit
|
|
81,750
|
|
|
—
|
|
|
—
|
|
|||
Total assets at fair value
|
|
$
|
133,045
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
As of April 30, 2017
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
50,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|||
Certificates of deposit
|
|
72,250
|
|
|
—
|
|
|
—
|
|
|||
Total assets at fair value
|
|
$
|
123,434
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
general economic or business conditions and instability in the financial and credit markets, including their potential impact on the Company's (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 volatility in mortgage rates and unemployment rates;
|
•
|
slower growth in personal income and residential investment;
|
•
|
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 and suppliers, including fluctuations in capacity utilization and the prices and availability of key raw materials as well as fuel, transportation, warehousing and labor costs, environmental compliance, possible import tariffs and remediation costs;
|
•
|
the need to respond to price or product initiatives launched by a competitor;
|
•
|
the ability to retain and motivate Company employees;
|
•
|
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 manufacturing capacity or a sales decline that requires reduction or realignment of the Company’s manufacturing capacity.
|
•
|
The median price per existing home sold rose during the second calendar quarter of 2017 compared to the same period one year ago by 6.5% according to data provided by the National Association of Realtors, and existing home sales increased 1.6% during the second calendar quarter of 2017 compared to the same period in the prior year;
|
•
|
The unemployment rate improved to 4.3% as of July 2017 compared to 4.9% as of July 2016 according to data provided by the U.S. Department of Labor;
|
•
|
Mortgage interest rates remained low with a thirty-year fixed mortgage rate of approximately 3.97% in July 2017, an increase of approximately 53 basis points compared to the same period in the prior year, according to Freddie Mac; and
|
•
|
Consumer sentiment as tracked by Thomson Reuters/University of Michigan improved from 90.0 in July 2016 to 93.4 in July 2017.
|
|
|
Three Months Ended
|
|
|||||||||
|
|
July 31,
|
|
|||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
Percent Change
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
276,827
|
|
|
$
|
258,150
|
|
|
7
|
%
|
|
Gross profit
|
|
58,494
|
|
|
59,317
|
|
|
(1
|
)
|
|
||
Selling and marketing expenses
|
|
18,153
|
|
|
16,463
|
|
|
10
|
|
|
||
General and administrative expenses
|
|
9,507
|
|
|
10,932
|
|
|
(13
|
)
|
|
|
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)
|
||||||
May 1 - 31, 2017
|
—
|
|
$
|
—
|
|
—
|
|
$
|
65,000
|
|
June 1 - 30, 2017
|
—
|
|
$
|
—
|
|
—
|
|
$
|
65,000
|
|
July 1 - 31, 2017
|
56,700
|
|
$
|
98.07
|
|
56,700
|
|
$
|
59,400
|
|
Quarter ended July 31, 2017
|
56,700
|
|
$
|
98.07
|
|
56,700
|
|
$
|
59,400
|
|
|
Votes
|
|
Votes
|
|
Broker
|
|
|
||||
|
"FOR"
|
|
"WITHHELD"
|
|
"NON-VOTES"
|
|
|
||||
|
|
|
|
|
|
|
|
||||
1. Election of the Board of Directors:
|
|
|
|
|
|
|
|
||||
Andrew B. Cogan
|
12,323,609
|
|
|
2,165,072
|
|
|
738,029
|
|
|
|
|
James G. Davis, Jr.
|
12,964,557
|
|
|
1,524,124
|
|
|
738,029
|
|
|
|
|
S. Cary Dunston
|
13,855,894
|
|
|
632,787
|
|
|
738,029
|
|
|
|
|
Martha M. Hayes
|
14,160,126
|
|
|
328,555
|
|
|
738,029
|
|
|
|
|
Daniel T. Hendrix
|
13,484,679
|
|
|
1,004,002
|
|
|
738,029
|
|
|
|
|
Carol B. Moerdyk
|
14,023,427
|
|
|
465,254
|
|
|
738,029
|
|
|
|
|
David W. Moon
|
14,359,369
|
|
|
129,312
|
|
|
738,029
|
|
|
|
|
Vance W. Tang
|
14,363,937
|
|
|
124,744
|
|
|
738,029
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Votes
|
|
Votes
|
|
Votes
|
|
Broker
|
||||
|
"FOR"
|
|
"AGAINST"
|
|
"ABSTAINED"
|
|
"NON-VOTES"
|
||||
|
|
|
|
|
|
|
|
||||
2. Ratification of Selection of Independent Registered Public Accounting Firm
|
14,771,304
|
|
|
432,805
|
|
|
22,601
|
|
|
—
|
|
3. Advisory Vote to Approve Executive Compensation
|
14,039,605
|
|
|
225,241
|
|
|
223,835
|
|
|
738,029
|
|
|
Votes for
|
|
Votes for
|
|
Votes for
|
|
Votes
|
|
Broker
|
|||||
|
"1 YEAR"
|
|
"2 YEARS"
|
|
"3 YEARS"
|
|
"ABSTAINED"
|
|
"NON-VOTES"
|
|||||
4. Advisory Vote of Frequency of Future Advisory Votes on Approve Executive Compensation
|
9,934,787
|
|
|
89,151
|
|
|
4,412,856
|
|
|
51,887
|
|
|
738,029
|
|
Exhibit Number
|
Description
|
|
|
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 August 24, 2017 (Filed Herewith).
|
|
|
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).
|
|
|
10.1 (a)
|
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)
|
|
|
10.1 (b)
|
Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)
|
|
|
10.1 (c)
|
Form of Grant Letter used in connection with awards of cultural-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (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 (Furnished Herewith).
|
|
|
101
|
Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).
|
|
/s/M. Scott Culbreth
|
|
M. Scott Culbreth
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Date: August 30, 2017
|
|
Signing on behalf of the registrant and
|
|
as principal financial and accounting officer
|
|
|
Exhibit Number
|
Description
|
|
|
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).
|
|
|
|
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).
|
|
|
|
Bylaws – as amended and restated August 24, 2017 (Filed Herewith).
|
|
|
|
The Articles of Incorporation and Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibits 3.1 and 3.2).
|
|
|
|
Form of Grant Letter used in connection with awards of service-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)
|
|
|
|
Form of Grant Letter used in connection with awards of performance-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)
|
|
|
|
Form of Grant Letter used in connection with awards of cultural-based restricted stock units granted under the Company's 2016 Employee Stock Incentive Plan (Filed Herewith)
|
|
|
|
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
|
|
|
|
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act (Filed Herewith).
|
|
|
|
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 (Furnished Herewith).
|
|
|
|
101
|
Interactive Data File for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements (Filed Herewith).
|
1 Year American Woodmark Chart |
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