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 22, 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 August 22, 2007, the Registrant issued a press release announcing results for the first quarter ended July 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 August 22, 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: August 22, 2007	Date: August 22, 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 FIRST QUARTER RESULTS

Winchester, Virginia (August 22, 2007) -- American Woodmark Corporation (Nasdaq/NM: AMWD) today announced results for its first quarter of fiscal year 2008, that ended on July 31, 2007.

Net sales declined 25% from the first quarter of the prior fiscal year to $166,056,000. Sales of core products declined by 19% in the first quarter, as both remodeling sales and new construction sales declined compared with the first quarter of the prior year.

 

Net income for the first quarter of fiscal 2008 was $5,104,000, or $0.34 per diluted share, compared with net income of $13,414,000, or $0.82 per diluted share, in the prior year

Gross profit for the first quarter of fiscal 2008 was 20.7% of sales, as compared with 22.0% in the previous year. The decline in gross profit margin in the first quarter of fiscal year 2008 primarily reflected the unfavorable impact of inefficiencies in labor and overhead costs stemming from lower sales volumes. These inefficiencies more than offset favorability in materials and freight costs related to an improved sales mix that resulted from the prior completion of the Company’s low-margin products transition.

Selling, general and administrative costs were 16.2% of net sales in the first quarter of fiscal 2008, up from 12.5% of net sales in the prior year. The increase in the first quarter of fiscal 2008 was due primarily to an increase in the level of sales and marketing costs relating to the Company’s efforts to gain market share, including increased product displays for new customers, launch costs for new products and increased retail promotional costs. General and administrative costs declined in relation to sales due primarily to the impact of reduced performance-based compensation.

The Company generated $5.8 million of free cash flow in the first quarter of fiscal 2008 and repurchased $11.7 million of its common stock.

 

Looking ahead to the remainder of fiscal year 2008, the Company now expects that tighter credit conditions prevailing in the lending markets will cause the remodeling and new construction markets to remain subdued until these conditions are resolved. Consequently, the Company is reducing its sales expectations 5% below previous guidance, to a decline of 12% to 16% 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 now expects that core sales will decline by 8% to 12%, with remodeling sales declining mid-single digits and new construction sales declining approximately 15%. The Company continues to expect that its gross margin rate for the fiscal year will approximate the 20.5% generated in fiscal 2007. In recognition of the prevailing market conditions, the Company is reducing the top and bottom ends of its earnings range for fiscal year 2008 by 10 cents per diluted share, to $1.40 to $1.70 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 nine 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
	2007			2006
Net Sales	$	166,056		$	222,752
Cost of Sales & Distribution		131,747			173,641
Gross Profit		34,309			49,111
Sales & Marketing Expense		20,217			17,924
G & A Expense		6,667			10,006
Operating Income		7,425			21,181
Interest & Other (Income) Expense		(510	)		(454	)
Income Tax Expense		2,831			8,221
Net Income	$	5,104		$	13,414
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		15,067,562			16,272,458
Diluted Earnings Per Share	$	0.34		$	0.82
Balance Sheet
	July 31 2007			April 30 2007
Cash & Cash Equivalents	$	51,606		$	58,125
Customer Receivables		39,128			38,074
Inventories		55,394			56,349
Other Current Assets		10,988			11,260
Total Current Assets		157,116			163,808
Property, Plant & Equipment		164,565			166,821
Other Assets		17,282			18,066
Total Assets	$	338,963		$	348,695
Current Portion – Long-Term Debt	$	858		$	854
Accounts Payable & Accrued Expenses		66,627			67,206
Total Current Liabilities		67,485			68,060
Long-Term Debt		26,750			26,908
Other Liabilities		23,523			27,630
Total Liabilities		117,758			122,598
Stockholders’ Equity		221,205			226,097
Total Liabilities & Stockholders’ Equity	$	338,963		$	348,695

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AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

	Three Months Ended July 31
	2007		2006
Net Cash Provided by Operating Activities	$	11,368	$	37,149
Net Cash Used by Investing Activities	(	5,561)	(	5,747)
Net Cash Used by Financing Activities	(	12,326)	(	8,672)
Net Increase/(Decrease) in Cash and Cash Equivalents	(	6,519)		22,730
Cash and Cash Equivalents, Beginning of Period		58,125		47,955
Cash and Cash Equivalent, End of Period	$	51,606	$	70,685

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