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):  February 20, 2007

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 February 20, 2007, the Registrant issued a press release announcing results for its third quarter of fiscal year 2007 ended January 31, 2007.  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 February 20, 2007.

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: February 20, 2007	Date: February 20, 2007
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 THIRD QUARTER RESULTS

WINCHESTER, Va. (February 20, 2007) — American Woodmark Corporation (NASDAQ: AMWD) today announced results for its third quarter of fiscal year 2007 ended January 31, 2007.

Net sales declined 16% from the prior year to $161,224,000. During the third quarter, the Company nearly completed its previously announced transition out of certain low margin products. Sales of core products declined by 7% in the third quarter as mid-single digit growth in remodeling sales was more than offset by a double-digit decline in new construction sales. The Company had previously issued forward guidance for the second half of its fiscal year that anticipated a decline in net sales of 6% to 10%, inclusive of the transition impact, and flat core sales.

Net income for the third quarter of fiscal 2007 was $3,779,000, or $0.24 per diluted share, compared with net income of $6,069,000, or $0.37 per diluted share, in the prior year. Net income for the third quarter of fiscal 2007 included non-cash share-based compensation expense of $1,097,000, or $0.07 per share. The Company commenced recording stock compensation expense during fiscal 2007 and had no stock compensation expense in its fiscal 2006 results. Net income for the first nine months of fiscal 2007 was $26,380,000, or $1.64 per diluted share, up 39% from the prior year’s $19,696,000, or $1.18 per diluted share.

Gross profit for the third quarter of fiscal 2007 was 18.0% of sales, up from 17.5% in the previous year. Gross profit for the first nine months of fiscal 2007 was 20.4% of sales, up from 16.7% in the prior year. The improved gross profit margin reflected favorable impacts from operational initiatives taken in the previous fiscal year and improved sales mix from the Company’s low-margin products transition. Material and freight costs improved as a percentage of sales, while labor and manufacturing overhead costs were a higher percentage of sales.

Selling, general and administrative costs were 15.1% of net sales in the third quarter of fiscal 2007, up from 12.5% of net sales in the prior year. Selling, general and administrative costs were 13.6% of net sales in the first nine months of fiscal 2007, up from 11.6% in the prior year. The increase in fiscal 2007 was due primarily to the inclusion of stock-based compensation expense, as well as additional cost relating to the Company’s pay-for-performance incentive plans.

 

The Company generated $45.8 million of free cash flow in the first nine months of fiscal 2007 and repurchased $35.8 million of its common stock. These amounts compared favorably to the $20.0 million of free cash flow generated and $12.6 million of stock repurchased in the comparable period of the preceding fiscal year.

Looking ahead to the remainder of fiscal year 2007, the Company expects the sales trends it experienced in its third fiscal quarter to continue in its fourth quarter that ends April 30, 2007. The Company expects total core sales for the second half of fiscal 2007 to be down 7% to 9% below prior year levels. The Company completed its low-margin products transition this month, which will cause fourth quarter sales of these products to decline by $22 million as compared with the comparable period of the preceding fiscal year. Inclusive of the impact of the low-margin product sales reduction, the Company expects that total second half sales will decline by 15% to 17% as compared with prior year levels. The Company expects its gross margin rate will approximate 20.5% for the fiscal year. Inclusive of share-based compensation expense of approximately $0.26 per share, the Company expects to achieve record net income for fiscal year 2007 in a range of from $2.10 to $2.20 per diluted share, as compared with $2.00 in the prior fiscal 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.

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AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Operating Results

	Three Months Ended January 31				Nine Months Ended January 31
	2007		2006		2007		2006
Net Sales	$	161,224	$	191,143	$	594,794	$	621,242
Cost of Sales & Distribution		132,156		157,788		473,752		517,270
Gross Profit		29,068		33,355		121,042		103,972
Sales & Marketing Expense		16,886		17,877		52,716		53,805
G&A Expense		7,444		5,833		28,005		18,468
Operating Income		4,738		9,645		40,321		31,699
Interest & Other (Income) Expense		(580)		(144)		(1,450)		(205)
Income Tax Expense		1,539		3,720		15,391		12,208
Net Income	$	3,779	$	6,069	$	26,380	$	19,696
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		16,044,636		16,464,508		16,099,541		16,657,573
Earnings Per Diluted Share	$	0.24	$	0.37	$	1.64	$	1.81

Balance Sheet
	January 31 2007		April 30 2006
Cash & Cash Equivalents	$	69,639	$	47,955
Customer Receivables		42,102		54,857
Inventories		54,535		68,522
Other Current Assets		15,269		13,608
Total Current Assets		181,545		184,942
Property, Plant & Equipment		166,576		175,384
Other Assets		18,116		18,560
Total Assets	$	366,237	$	378,886
Current Portion – Long-Term Debt	$	1,230	$	1,456
Accounts Payable & Accrued Expenses		63,032		82,960
Total Current Liabilities		64,262		84,416
Long-Term Debt		27,064		27,761
Other Liabilities		21,839		25,048
Total Liabilities		113,165		137,225
Stockholders’ Equity		253,072		241,661
Total Liabilities & Stockholders’ Equity	$	366,237	$	378,886

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AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

	Nine Months Ended January 31,
	2007		2006
Net Cash Provided by Operating Activities	$	63,714	$	41,785
Net Cash Used by Investing Activities	(	17,911)	(	21,734)
Net Cash Used by Financing Activities	(	24,119)	(	11,730)
Net Increase in Cash and Cash Equivalents		21,684		8,321
Cash and Cash Equivalents, Beginning of Period		47,955		24,406
Cash and Cash Equivalent, End of Period	$	69,639	$	32,727

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