8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 30, 2004

American Woodmark Corporation^®

(Exact name of registrant as specified in its charter)

Virginia	0-14798	54-1138147
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS 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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

American Woodmark Corporation

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 30, 2004, the Registrant issued a press release announcing results for the second quarter ended October 31, 2004.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(C) Exhibits.

99.1 The Registrant’s Press Release dated November 30, 2004.

SIGNATURE

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

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/    DENNIS M. NOLAN, JR.	/s/    JAMES J. GOSA
Dennis M. Nolan, Jr. Corporate Controller	James J. Gosa Chairman & Chief Executive Officer
Date: November 30, 2004	Date: November 30, 2004
Signing on behalf of the registrant and as principal accounting officer	Signing on behalf of the registrant and as principal executive officer

EX-99.1

Exhibit 99.1

News Release

^®

P. O. Box 1980

Winchester, VA 22604-8090

FOR IMMEDIATE RELEASE

Contact:   Glenn Eanes

 Vice President and Treasurer

540-665-9100

AMERICAN WOODMARK CORPORATION

ANNOUNCES RECORD SECOND QUARTER

Winchester, Virginia (November 30, 2004) — American Woodmark Corporation (Nasdaq/NM: AMWD) today announced record results for the second quarter ended October 31, 2004.

Net sales increased 18% from the prior year to a record $199,149,000. The Company had previously issued forward guidance that anticipated net sales growth of 15% to 20%. The increase in sales was experienced in both the new construction and remodel sectors due to higher unit volume and an improvement in mix.

 

Net income for the quarter was up 38% to a record $11,355,000, or $0.67 per diluted share, compared with net income of $8,227,000, or $0.50 per diluted share, in the prior year.  Net income was above the Company’s forward guidance of $0.58 to $0.60 per diluted share.

Gross profit improved to 21.4% from 20.4% the previous year due to improvements in labor efficiencies. Reduced labor costs were partially offset by increased freight expense due to the high cost of fuel. Material costs as a percent of sales were flat as inflationary pressure was offset by price increases. Overhead costs as a percent of sales were flat as leverage provided by increased volume was offset by costs associated with new capacity.

Selling, general and administrative costs decreased to 12.1% of net sales from 12.3% the previous year as cost management efforts and leverage from higher volume on fixed and semi-fixed cost were partially offset by costs related to the Company’s pay-for-performance employee incentive plans.

 

The Company expects fiscal third quarter net sales to increase between  8% and 12% over the prior year. Based on higher volumes, the Company currently believes that net income for the third quarter will be in the range of $0.51 to $0.55 per diluted share versus $0.46 in fiscal 2004.

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

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

###

AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Operating Results

	Three Months Ended October 31				Six Months Ended October 31
	2004		2003		2004			2003
Net Sales	$	199,149	$	169,395	$	386,683		$	324,327
Cost of Sales & Distribution		156,479		134,861		305,143			255,960
Gross Profit		42,670		34,534		81,540			68,367
Sales & Marketing Expense		16,405		15,057		32,531			30,439
G&A Expense		7,623		5,818		14,509			11,763
Operating Income		18,642		13,659		34,500			26,165
Interest & Other Income/Expense		28		106		(18	)		334
Income Tax Expense		7,259		5,326		13,462			10,152
Net Income	$	11,355	$	8,227	$	21,056		$	15,679
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		16,918,007		16,602,572		16,848,644			16,599,690
Earnings Per Diluted Share	$	0.67	$	0.50	$	1.25		$	0.94

Balance Sheet
	October 31 2004		April 30 2004
Cash & Cash Equivalents	$	38,952	$	29,432
Customer Receivables		44,006		48,286
Inventories		57,460		54,921
Other Current Assets		13,181		12,019
Total Current Assets		153,599		144,658
Property, Plant & Equipment		173,527		143,136
Other Assets		20,859		19,257
Total Assets	$	347,985	$	307,051
Current Portion – Long-Term Debt	$	1,009	$	988
Accounts Payable & Accrued Expenses		86,891		74,332
Total Current Liabilities		87,900		75,320
Long-Term Debt		27,613		18,028
Other Liabilities		22,342		20,558
Total Liabilities		137,855		113,906
Stockholders’ Equity		210,130		193,145
Total Liabilities & Stockholders’ Equity	$	347,985	$	307,051