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 23, 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 August 23, 2006, the Registrant issued a press release announcing results for the first quarter ended July 31, 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 August 23, 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: August 23, 2006	Date: August 23, 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 FIRST QUARTER RESULTS

Winchester, Virginia (August 23, 2006) — American Woodmark Corporation (NASDAQ: AMWD) today announced results for its first quarter of fiscal year 2007 ended July 31, 2006.

Net sales increased 3% from the prior year to $222,752,000. Sales of core products grew at a rate of 7%, at the high end of the Company's previous forward guidance of 3% to 7%. During the first quarter, the Company continued its previously announced transition out of certain low margin products. The Company had previously issued forward guidance that anticipated an overall net sales increase of 0% to 4%, inclusive of the transition impact.

 

Net income for the quarter was $13,414,000 or $0.82 per diluted share, compared with net income of $7,455,000, or $0.45 per diluted share, in the prior year. Net income for the first quarter of fiscal 2007 is inclusive of non-cash share-based compensation expense of $947,000, or $0.06 per share. Net income was well above the Company’s previous forward guidance of $0.60 to $0.65 per diluted share.

Gross profit was 22.0% of sales, up from 17.1% in the previous year. The improved gross profit margin reflected favorable impacts from operational initiatives taken in the previous fiscal year, improved sales mix from the Company’s low-margin products transition, delayed impact of previously announced raw materials cost increases, and higher than expected core products sales growth. Material, labor and freight costs each improved as a percentage of sales.

Selling, general and administrative costs increased to 12.5% of net sales from 11.5% of net sales in the prior year’s first quarter, due to the inclusion of share-based compensation expense, as well as additional cost relating to the Company’s pay-for-performance incentive plans.

 

Looking ahead to the second fiscal quarter of 2007, the Company continues to expect a mixed environment for remodeling and new construction demand that will support core product sales growth of 1% to 5% over prior year. The impact of the Company’s continued transition out of low-margin products is expected to cause total sales to be lower than the prior year’s total sales, with a likely range of a decline of from 1% to 5%. The Company expects its gross margin rate to continue to remain above 20% and significantly exceed the prior year’s 15.7%. Inclusive of share-based compensation expense, the Company expects net income to be in the range of $0.55 to $0.60 per diluted share, as compared with $0.37 in the second quarter of last year.

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.

###

AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Operating Results

	Three Months Ended
	July 31 2006			July 31 2005
Net Sales	$	222,752		$	215,564
Cost of Sales & Distribution		173,641			178,674
Gross Profit		49,111			36,890
Sales & Marketing Expense		17,924			17,813
G & A Expense		10,006			6,926
Operating Income		21,181			12,151
Interest & Other (Income) Expense		(454	)		(9	)
Income Tax Expense		8,221			4,705
Net Income	$	13,414		$	7,455
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		16,272,458			16,723,521
Diluted Earnings Per Share	$	0.82		$	0.45
Balance Sheet
	July 31 2006			April 30 2006
Cash & Cash Equivalents	$	70,685		$	47,955
Customer Receivables		44,172			53,514
Inventories		64,641			68,522
Other Current Assets		12,306			13,608
Total Current Assets		191,804			183,599
Property, Plant & Equipment		171,355			175,384
Other Assets		19,297			18,560
Total Assets	$	382,456		$	377,543
Current Portion – Long-Term Debt	$	1,575		$	1,456
Accounts Payable & Accrued Expenses		80,867			81,617
Total Current Liabilities		82,442			83,073
Long-Term Debt		27,608			27,761
Other Liabilities		22,934			25,048
Total Liabilities		132,984			135,882
Stockholders’ Equity		249,472			241,661
Total Liabilities & Stockholders’ Equity	$	382,456		$	377,543