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):   August 24, 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 August 24, 2005, the Registrant issued a press release announcing results for the first quarter ended July 31, 2005.  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 August 24, 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: August 24, 2005	Date: August 24, 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 FIRST QUARTER

Winchester, Virginia (August 24, 2005) — American Woodmark Corporation (Nasdaq/NM: AMWD) today announced results for the first quarter ended July 31, 2005.

Net sales increased 15% over the prior year to $215,564,000. The Company had previously issued forward guidance that anticipated net sales growth of 10% to 15%. The increased sales for the quarter reflected strong demand in both the remodel and new construction sectors as well as improved product mix.

 

Net income for the quarter was $7,455,000, or $0.45 per diluted share, compared with $9,701,000, or $0.58 per diluted share, in the same period of the prior year. Net income was above the Company’s forward guidance of $0.30 to $0.40 per diluted share.

Gross profit was 17.1% of sales, down from 20.7% the previous year. Inflationary pressure increased the acquisition cost of certain raw materials and transportation expense increased due to the combination of higher fuel costs, limitations on the availability of driver hours and overall carrier capacity constraints. Labor costs rose as the Company invested direct hours early in the quarter to address backorders and other operational issues relating to material flows. Manufacturing overhead costs also increased as a percentage of sales, reflecting the addition of two new manufacturing facilities in the third quarter of fiscal 2005.

Selling, general and administrative costs decreased to 11.5% of net sales from 12.3% the previous year due to the impact of cost management efforts and lower costs associated with the Company’s pay-for-performance incentive plans.

 

Looking forward to the Company’s second fiscal quarter ending October 31, 2005, the Company expects continued healthy demand in both the new construction and remodeling markets. The Company expects net sales will increase by 8% to 12% over the prior year. The Company has resolved its significant operating difficulties and expects gross profit to show sequential improvement throughout the remainder of the fiscal year. The Company expects that net income for the second quarter will be in the range of $0.50 to $0.60 per diluted share.

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 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.

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AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Operating Results

	Three Months Ended
	July 31 2005			July 31 2004
Net Sales	$	215,564		$	187,534
Cost of Sales & Distribution		178,674			148,664
Gross Profit		36,890			38,870
Sales & Marketing Expense		17,813			16,126
G & A Expense		6,926			6,886
Operating Income		12,151			15,858
Interest & Other (Income) Expense		(9	)		(46	)
Income Tax Expense		4,705			6,203
Net Income	$	7,455		$	9,701
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		16,723,521			16,779,794
Diluted Earnings Per Share	$	0.45		$	0.58
Balance Sheet
	July 31 2005			April 30 2005
Cash & Cash Equivalents	$	26,499		$	24,406
Customer Receivables		59,257			52,877
Inventories		69,278			65,213
Other Current Assets		13,461			14,158
Total Current Assets		168,495			156,654
Property, Plant & Equipment		186,375			185,513
Other Assets		18,321			19,001
Total Assets	$	373,191		$	361,168
Current Portion – Long-Term Debt	$	1,048		$	1,046
Accounts Payable & Accrued Expenses		86,613			81,496
Total Current Liabilities		87,661			82,542
Long-Term Debt		29,183			29,217
Other Liabilities		33,973			34,218
Total Liabilities		150,817			145,977
Stockholders’ Equity		222,374			215,191
Total Liabilities & Stockholders’ Equity	$	373,191		$	361,168