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):  June 7, 2005

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 June 7, 2005, the Registrant issued a press release announcing results for the fourth quarter ended April 30, 2005.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 8.01   OTHER EVENTS

The Registrant’s Board of Directors authorized the repurchase of an additional $10 million in common stock. 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 June 7, 2005.

SIGNATURE

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

AMERICAN WOODMARK CORPORATION

(Registrant)

/s/    JONATHAN H. WOLK	/s/    JAMES J. GOSA
Jonathan H. Wolk Vice President and Chief Financial Officer	James J. Gosa Chairman & Chief Executive Officer
Date: June 7, 2005	Date: June 7, 2005
Signing on behalf of the registrant and as principal financial officer	Signing on behalf of the registrant and as principal executive officer

EX-99.1

Exhibit 99.1

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 FOURTH QUARTER 2005 RESULTS

AUTHORIZES ADDITIONAL $10 MILLION SHARE REPURCHASE

Winchester, Virginia (June 7, 2005) — American Woodmark Corporation (Nasdaq/NM: AMWD) today announced results for the fourth quarter and full fiscal year ended April 30, 2005.

Net sales for the fourth quarter increased 15% from the prior year to $207,131,000. The Company had previously issued forward guidance that anticipated growth of 15% to 20%. Increased sales for the quarter were principally driven by higher unit volume and improved product mix as a result of continued strong demand in the remodel and new construction sectors.

 

Gross profit for the fourth quarter of 2005 was 17.6% of sales, down from 19.6% the previous year. The Company experienced continued inflationary pressures in both materials and transportation costs. The acquisition cost of certain materials, particularly hardwood lumber and hardware, increased due to market pressures. Higher transportation costs were driven by the continuing impact of difficult industry conditions creating carrier instability, driver and equipment shortages and higher fuel costs. The Company was unable to recover these inflationary increases during the quarter. In addition, manufacturing overhead costs increased with the opening of two new manufacturing facilities during the third quarter of 2005.

Selling, general and administrative costs decreased to 11.7% of net sales from 12.0% the previous year, as increased promotional expenses were more than offset by cost management efforts and lower costs associated with the Company’s pay-for-performance employee incentive plans.

Net income for the quarter was $7,452,000, or $0.44 per diluted share, compared with net income of $8,378,000, or $0.50 per diluted share, in the prior year.

 

For the fiscal year, net sales were $776,990,000, an increase of 16% over fiscal 2004. The Company’s gross margin of 19.6% in fiscal 2005 compared to 20.6% in the prior year. Net income for fiscal 2005 was $35,591,000 or $2.11 per diluted share, compared with $31,707,000 or $1.90 per diluted share for the prior year.

Looking forward to the first fiscal quarter ending July 31, 2005, the Company expects continued strong demand in both the remodeling and new construction markets. The Company expects net sales to increase 10% to 15% above the first quarter of the prior year. The Company expects continued inflationary pressures on raw material and transportation costs. The Company continues to pursue pricing relief with its customers; however these efforts will have limited impact upon our first fiscal quarter. Based upon these expectations, the Company currently believes net income for the first quarter of 2006 will be in the range of $0.30 to $0.40 per diluted share, versus $0.58 in fiscal 2005.

In addition, the Company’s Board of Directors authorized the repurchase of $10 million in common stock. The additional authorization increases the total repurchase program, initiated in 2001, to $40 million. To date, the Company has repurchased $27.6 million in common stock of the previous $30 million authorized.

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 distributors. The Company presently operates fifteen 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 April 30					Twelve Months Ended April 30
	2005		2004			2005		2004
Net Sales	$	207,131	$	180,361		$	776,990	$	667,547
Cost of Sales & Distribution		170,673		145,024			624,610		530,038
Gross Profit		36,458		35,337			152,380		137,509
Sales & Marketing Expense		18,071		14,767			67,225		59,653
G&A Expense		6,063		6,900			26,788		25,452
Operating Income		12,324		13,670			58,367		52,404
Interest & Other (Income) Expense		108		(64	)		22		408
Income Tax Expense		4,764		5,356			22,754		20,289
Net Income	$	7,452	$	8,378		$	35,591	$	31,707
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		16,850,354		16,743,280			16,879,877		16,667,924
Earnings Per Diluted Share	$	0.44	$	0.50		$	2.11	$	1.90

Balance Sheet
	April 30 2005		April 30 2004
Cash & Cash Equivalents	$	24,406	$	29,432
Customer Receivables		52,877		48,286
Inventories		65,213		54,921
Other Current Assets		14,158		12,019
Total Current Assets		156,654		144,658
Property, Plant & Equipment		185,513		143,136
Other Assets		19,001		19,257
Total Assets	$	361,168	$	307,051
Current Portion – Long-Term Debt	$	1,046	$	988
Accounts Payable & Accrued Expenses		81,496		74,332
Total Current Liabilities		82,542		75,320
Long-Term Debt		29,217		18,028
Other Liabilities		34,218		20,558
Total Liabilities		145,977		113,906
Stockholders’ Equity		215,191		193,145
Total Liabilities & Stockholders’ Equity	$	361,168	$	307,051