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 19, 2009

American Woodmark Corporation^®

(Exact name of registrant as specified in its charter)

Virginia	000-14798	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 19, 2009, the Registrant issued a press release announcing results for its third quarter of fiscal year 2009 ended January 31, 2009.  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 19, 2009.

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/    KENT B. GUICHARD
Jonathan H. Wolk Vice President and Chief Financial Officer	Kent B. Guichard President & Chief Executive Officer
Date: February 19, 2009	Date: February 19, 2009
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 THIRD QUARTER RESULTS

________________________________________________________________________

WINCHESTER, Virginia (February 19, 2009) -- American Woodmark Corporation (NASDAQ: AMWD) today announced results for the third quarter of its fiscal year 2009, ended January 31, 2009.
 

Net sales declined 1% as compared with the third quarter of the prior fiscal year, to $131,153,000. Net sales declined 12% during the nine-month period ended January 31, 2009, compared with the comparable period of the prior fiscal year. The Company experienced an increase in its remodeling sales during the three-month period, as the Company benefited from consumers rotating to the Company’s value price point, driven in part by retail promotional incentives. The Company experienced continued weakness in its new construction sales, which declined to a greater extent than earlier in the Company’s fiscal year.

The Company generated net income of $23,000, or $0.00 per diluted share during its third quarter of fiscal year 2009, compared with a net loss of $2.0 million, or $0.14 per diluted share, in the third quarter of the prior fiscal year. The Company generated a net loss of $301,000, or $0.02 per diluted share during the nine-month period ended January 31, 2009, compared with net income of $4,235,000, or $0.29 per diluted share, during the comparable nine-month period of the prior fiscal year.

Gross profit for the third quarter of fiscal year 2009 was 15.5% of net sales, compared with 13.3% of net sales in the third quarter of the prior fiscal year. Gross profit was 15.3% of net sales during the first nine months of fiscal year 2009, as compared with 17.4% of net sales during the comparable period of the prior fiscal year. The improvement in gross profit margin during the three-month period primarily reflected the absence of severance and separation costs that aggregated 1.0% of net sales in the prior year’s third quarter, as well as lower headcount-related and fuel costs. The beneficial impact of these improvements was partially offset by the continued inflationary impact upon materials costs. The decline in gross margin during the nine-month period reflected the unfavorable impact of inefficiencies in overhead and freight costs stemming from lower sales volumes, as well as the impact of higher fuel and petroleum-related costs upon both freight and materials costs.

Selling, general and administrative costs were 15.9% of net sales in the third quarter of fiscal 2009, down from 16.9% of net sales in the third quarter of the prior fiscal year. Selling, general and administrative costs were 15.7% of net sales in the first nine months of fiscal year 2009, down from 16.5% in the comparable period of the prior fiscal year. The Company’s operating expenses during the third quarter of fiscal year 2009 continued to be lower than in the prior fiscal year, driven primarily by reductions in headcount and other volume-related costs.

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The Company generated free cash flow of $5.3 million in the third quarter of fiscal 2009 (defined as cash provided by operating activities net of cash used for investing activities), and used this cash to return $1.3 million to its shareholders primarily through maintenance of the Company’s regular quarterly dividend.

         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 fourteen 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 January 31						Nine Months Ended January 31
	2009			2008			2009			2008
Net Sales	$	131,153		$	132,837		$	405,245		$	459,124
Cost of Sales & Distribution		110,768			115,125			343,332			379,393
Gross Profit		20,385			17,712			61,913			79,731
Sales & Marketing Expense		14,759			16,547			45,450			55,290
G&A Expense		6,118			5,931			18,094			20,457
Operating Income (Loss)		(492	)		(4,766	)		(1,631	)		3,984
Interest & Other (Income) Expense		(156	)		(353	)		(745	)		(1,212	)
Income Tax Expense (Benefit)		(359	)		(2,392	)		(585	)		961
Net Income (Loss)	$	23		$	(2,021	)	$	(301	)	$	4,235
Earnings Per Share:
Weighted Average Shares Outstanding – Diluted		14,055,327			14,368,723			14,049,549			14,644,859
Earnings (Loss) Per Diluted Share	$	0.00		$	(0.14)		$	(0.02)		$	0.29

Balance Sheet
	January 31 2009		April 30 2008
Cash & Cash Equivalents	$	64,685	$	56,932
Customer Receivables		33,682		27,744
Inventories		39,011		46,981
Other Current Assets		10,491		11,731
Total Current Assets		147,869		143,388
Property, Plant & Equipment		136,988		150,840
Other Assets		21,147		20,571
Total Assets	$	306,004	$	314,799
Current Portion – Long-Term Debt	$	854	$	864
Accounts Payable & Accrued Expenses		54,538		55,170
Total Current Liabilities		55,392		56,034
Long-Term Debt		25,334		26,043
Other Liabilities		12,126		18,088
Total Liabilities		92,852		100,165
Stockholders’ Equity		213,152		214,634
Total Liabilities & Stockholders’ Equity	$	306,004	$	314,799

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AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Condensed Consolidated Statements of Cash Flows

	Nine Months Ended October 31
	2009			2008
Net Cash Provided by Operating Activities	$	26,009		$	39,316
Net Cash Used by Investing Activities		(11,196	)		(15,472	)
Free Cash Flow		14,813			23,844
Net Cash Used by Financing Activities		(7,060	)		(26,538	)
Net Increase/(Decrease) in Cash and Cash Equivalents		7,753			(2,694	)
Cash and Cash Equivalents, Beginning of Period		56,932			58,125
Cash and Cash Equivalent, End of Period	$	64,685		$	55,431

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