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, 2006

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, 2006, the Registrant issued a press release announcing results for the fourth quarter ended April 30, 2006.  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, 2006.

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, 2006	Date: June 7, 2006
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 RESULTS

Winchester, Virginia (June 7, 2006) — American Woodmark Corporation (Nasdaq/NM: AMWD) today announced results for the fourth quarter ended April 30, 2006.

Net sales increased 4% from the prior year to $216,429,000. Sales of core products grew at a rate of 9%, compared with the Company’s previous forward guidance of mid single digit growth. During the fourth quarter, the Company continued its previously announced transition out of certain low margin products. The Company had previously issued forward guidance that anticipated flat overall net sales, inclusive of the transition impact.

 

Net income for the quarter was $13,514,000, or $0.83 per diluted share, compared with net income of $7,452,000, or $0.44 per diluted share, in the prior year.   Net income was well above the Company’s previous forward guidance of $0.45 to $0.50 per diluted share.

 

Gross profit was 21.1% of sales, up from 17.6% the previous year. The improved gross profit margin reflected favorable impacts from operational initiatives taken earlier in the fiscal year, combined with healthy seasonal sales levels. Material and labor costs each improved as a percentage of sales,   due to focus on these areas and improvement in the sales mix due to the Company’s ongoing low-margin product transition.

Selling, general and administrative costs declined from 11.8% of net sales in the previous year to 11.1%, due to the continuing impact of cost management efforts and the timing of sales promotions.

For the fiscal year ended April 30, 2006, net sales were $837,671,000, an increase of 8% over fiscal 2005. Excluding the impact of the low-margin product sales transition, sales increased 9% for the year. The Company’s gross margin of 17.9% in fiscal 2006 compared to 19.6% in the prior year. Net income for fiscal 2006 was $33,210,000 or $2.00 per diluted share, compared with $35,591,000 or $2.11 per diluted share for the prior year.

Looking ahead to the first fiscal quarter of 2007, the Company expects a mixed environment for remodeling and new construction demand that will support core product sales growth of 3% to 7%. The impact of the Company’s continued transition out of low-margin products is expected to limit the increase in total sales to 0% to 4%. The Company expects its gross margin rate will remain above 20% in the first quarter of 2007 and exceed prior year, as the favorable impact of operational improvements, previous pricing actions and improved sales mix more than offset the impact of inflationary pressures from rising material and fuel costs. The Company expects selling, general and administrative costs to increase as a percent of sales over the prior year due to higher performance-based compensation costs. The Company will implement FAS 123R during the first quarter of fiscal 2007. Exclusive of stock-based compensation expense, the Company expects net income to be in the range of $0.65 to $0.70 per diluted share, compared with $0.45 in the first quarter of last year. Inclusive of stock-based compensation expense, the Company expects earnings to be in the range of from $0.60 to $0.65 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 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
	2006			2005			2006			2005
Net Sales	$	216,429		$	207,131		$	837,671		$	776,990
Cost of Sales & Distribution		170,708			170,673			687,978			624,610
Gross Profit		45,721			36,458			149,693			152,380
Sales & Marketing Expense		16,556			18,071			70,361			67,225
G&A Expense		7,445			6,063			25,913			26,788
Operating Income		21,720			12,324			53,419			58,367
Interest & Other (Income) Expense		(77	)		108	)		(282	)		22
Income Tax Expense		8,283			4,764			20,491			22,754
Net Income	$	13,514		$	7,452		$	33,210		$	35,591
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		16,362,372			16,850,354			16,586,062			16,879,877
Earnings Per Diluted Share	$	0.83		$	0.44		$	2.00		$	2.11

Balance Sheet
	April 30 2005		April 30 2004
Cash & Cash Equivalents	$	47,955	$	24,406
Customer Receivables		53,514		52,877
Inventories		68,522		65,213
Other Current Assets		13,608		14,158
Total Current Assets		183,599		156,654
Property, Plant & Equipment		175,384		185,513
Other Assets		18,560		19,001
Total Assets	$	377,543	$	361,168
Current Portion – Long-Term Debt	$	1,456	$	1,046
Accounts Payable & Accrued Expenses		81,617		81,496
Total Current Liabilities		83,073		82,542
Long-Term Debt		27,761		29,217
Other Liabilities		25,048		34,218
Total Liabilities		135,882		145,977
Stockholders’ Equity		241,661		215,191
Total Liabilities & Stockholders’ Equity	$	377,543	$	361,168