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 5, 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 June 5, 2007, the Registrant issued a press release announcing results for its fourth quarter of fiscal year 2007 ended April 30, 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 June 5, 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: June 5, 2007	Date: June 5, 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

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 5, 2007) -- American Woodmark Corporation (NASDAQ: AMWD) today announced results for its fourth quarter of fiscal year 2007 ended April 30, 2007.

Net sales declined 23% from the prior year to $166,131,000. During the fourth quarter, the Company completed its previously announced transition out of certain low margin products. Sales of core products declined by 15% in the fourth quarter, as remodeling sales were roughly flat and new construction sales accounted for the decline. For the fiscal year ended April 30, 2007, the Company’s net sales declined by $77 million, or 9%. Reduced sales of the transitioned low-margin products accounted for $55 million of the net sales reduction, while core sales declined by $22 million, or 3%, as the Company’s 9% increase in remodeling sales was more than offset by a double digit decline in new construction sales.

Net income for the fourth quarter of fiscal 2007 was $6,180,000 or $0.40 per diluted share, compared with net income of $13,514,000, or $0.83 per diluted share, in the prior year. Net income for the fourth quarter of fiscal 2007 included non-cash share-based compensation expense of $929,000, or $0.06 per share. The Company commenced recording stock compensation expense during fiscal 2007 and had no stock compensation expense in its fiscal 2006 results. Exclusive of stock compensation expense, the Company achieved net income for the full fiscal year 2007 of $36,473,000, 10% more than net income earned in the prior fiscal year of $33,210,000, or $2.00 per diluted share. Including stock compensation expense, net income for fiscal 2007 was $32,561,000, or $2.04 per diluted share, as compared with the Company’s previous guidance of from $2.10 to $2.20 per share.

Gross profit for the fourth quarter of fiscal 2007 was 20.9% of sales, as compared with 21.1% in the previous year. Gross profit for the fiscal year ended April 30, 2007, was 20.5% of sales, up from 17.9% in the prior year and in line with the Company’s previous guidance. The improvement in gross profit margin for fiscal year 2007 primarily reflected favorable impacts in materials and freight costs related to the improved sales mix that resulted from the Company’s low-margin products transition.

Selling, general and administrative costs were 15.5% of net sales in the fourth quarter of fiscal 2007, up from 11.0% of net sales in the prior year. Selling, general and administrative costs were 14.0% of net sales for fiscal year 2007, up from 11.5% in the prior year. The increase in fiscal 2007 was due primarily to the inclusion of stock-based compensation expense and the impact of increased performance-based compensation, combined with a reduced level of sales.

 

The Company generated $62.9 million of free cash flow in fiscal 2007 and repurchased $62.9 million of its common stock, including $27.1 million of stock repurchased during the fourth quarter of fiscal 2007. These amounts compare favorably to the $40.0 million of free cash flow generated and $15.3 million of stock repurchased in the preceding fiscal year.

Looking ahead to fiscal year 2008, the Company expects the market for remodeling and new construction will modestly improve as the year progresses. The Company expects that its total sales will be down 7% to 11% as compared with fiscal year 2007 results. Excluding the reduction of approximately $35 million of low-margin product sales in fiscal year 2007 that have been transitioned out, the Company expects that core sales will decline by 3% to 7%, with remodeling sales roughly flat and new construction sales declining approximately 10%. The Company expects its gross margin rate will approximate the 20.5% generated during fiscal 2007. Overall, the Company expects its net income for fiscal year 2008 will be in a range of from $1.50 to $1.80 per diluted share, as compared with $2.04 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 the Company’s control. Accordingly, the 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 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 April 30				Twelve Months Ended April 30
	2007		2006		2007		2006
Net Sales	$	166,131	$	216,429	$	760,925	$	837,671
Cost of Sales & Distribution		131,354		170,708		605,106		687,978
Gross Profit		34,777		45,721		155,819		149,693
Sales & Marketing Expense		18,294		16,556		71,009		70,361
G&A Expense		7,397		7,445		35,402		25,913
Operating Income		9,086		21,720		49,408		53,419
Interest & Other (Income) Expense		(320)		(77)		(1,770)		(282)
Income Tax Expense		3,226		8,283		18,617		20,491
Net Income	$	6,180	$	13,514	$	32,561	$	33,210
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		15,591,792		16,362,375		15,976,417		16,586,063
Earnings Per Diluted Share	$	0.40	$	0.83	$	2.04	$	2.00

Balance Sheet
	April 30 2007		April 30 2006
Cash & Cash Equivalents	$	58,125	$	47,955
Customer Receivables		38,074		54,857
Inventories		56,349		68,522
Other Current Assets		14,496		13,608
Total Current Assets		167,044		184,942
Property, Plant & Equipment		166,821		175,384
Other Assets		18,066		18,560
Total Assets	$	351,931	$	378,886
Current Portion – Long-Term Debt	$	854	$	1,456
Accounts Payable & Accrued Expenses		70,442		82,960
Total Current Liabilities		71,296		84,416
Long-Term Debt		26,908		27,761
Other Liabilities		27,630		25,048
Total Liabilities		125,834		137,225
Stockholders’ Equity		226,097		241,661
Total Liabilities & Stockholders’ Equity	$	351,931	$	378,886

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AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

	Twelve Months Ended April 30
	2007		2006
Net Cash Provided by Operating Activities	$	91,006	$	66,629
Net Cash Used by Investing Activities	(	28,146)	(	26,623)
Net Cash Used by Financing Activities	(	52,690)	(	16,457)
Net Increase in Cash and Cash Equivalents		10,170		23,549
Cash and Cash Equivalents, Beginning of Period		47,955		24,406
Cash and Cash Equivalent, End of Period	$	58,125	$	47,955

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