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, 2011
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
Virginia	000-14798		54-1138147
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	file number)		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-12under 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, 2011, the Registrant issued a press release announcing results for its first quarter of fiscal year 2012 ended July 31, 2011.  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           Registrant’s Press Release dated August 23, 2011.

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	Kent B. Guichard
Senior Vice President and Chief Financial Officer	Chairman & Chief Executive Officer
Date: August 23, 2011	Date: August 23, 2011
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

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, 2011) -- American Woodmark Corporation (NASDAQ: AMWD) today announced results for its first quarter ended July 31, 2011.

Net sales improved by 20% compared with the first quarter of the prior fiscal year to $131,199,000. The Company experienced an increase in sales in both its remodel and new construction sales channels compared with the first quarter of its prior fiscal year.

The Company generated a net loss of ($2,716,000) or ($0.19) per diluted share during the first quarter of the current fiscal year, compared with a net loss of ($3,418,000) or ($0.24) per diluted share in the first quarter of its prior fiscal year.

Gross profit for the first quarter of fiscal year 2012 was 14.0% of net sales, compared with 13.2% in the first quarter of the prior fiscal year. The improvement in gross profit margin reflected the beneficial impact of increased sales volume on direct labor and manufacturing overhead costs. These beneficial factors were partially offset by higher sales promotional expenses and by the unfavorable impact of higher materials and fuel costs.

Selling, general and administrative costs were 17.0% of net sales in the first quarter of the current fiscal year, down from 18.2% of net sales in the first quarter of the prior fiscal year. The Company’s operating expense ratio was favorably impacted by the 20% improvement in net sales that more than offset the 12% increase in costs.

The Company generated positive free cash flow of $2.1 million (defined as cash provided by operating activities net of cash used for investing activities) in the first quarter of the current fiscal year, compared with negative free cash flow generated in the first quarter of the prior fiscal year of $0.3 million. The improvement in free cash flow was driven primarily by the reduction in net loss and by the timing of cash receipts and disbursements.

The Company ended the first quarter of fiscal year 2012 with cash, cash equivalents and restricted cash of $70.5 million, up from $66.2 million one year ago, and a debt-to-capital ratio of 13.9%.

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AMWD Announces First Quarter Results

Page 2

August 23, 2011

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 eleven 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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AMWD Announces First Quarter Results

Page 3

August 23, 2011

AMERICAN WOODMARK CORPORATION
Unaudited Financial Highlights
(in thousands, except share data)
Operating Results
	Three Months Ended
	July 31
	2011			2010
Net Sales	$	131,199		$	109,303
Cost of Sales & Distribution		112,792			94,916
Gross Profit		18,407			14,387
Sales & Marketing Expense		15,976			14,103
G&A Expense		6,341			5,822
Restructuring Charges		15			23
Operating Loss		(3,925	)		(5,561	)
Interest & Other (Income) Expense		(17	)		(26	)
Income Tax Benefit		(1,192	)		(2,117	)
Net Loss	$	(2,716	)	$	(3,418	)
Earnings Per Share:
Weighted Average Shares Outstanding - Diluted		14,299,683			14,222,151
Loss Per Diluted Share	$	(0.19	)	$	(0.24	)

Condensed Consolidated Balance Sheet
	July 31		April 30
	2011		2011
Cash & Cash Equivalents	$	56,118	$	55,420
Customer Receivables		30,703		31,067
Inventories		25,186		24,471
Other Current Assets		9,909		9,458
Total Current Assets		121,916		120,416
Property, Plant & Equipment		97,632		100,628
Restricted Cash		14,419		14,419
Other Assets		33,590		32,907
Total Assets	$	267,557	$	268,370
Current Portion - Long-Term Debt	$	932	$	928
Accounts Payable & Accrued Expenses		50,637		49,916
Total Current Liabilities		51,569		50,844
Long-Term Debt		24,497		24,655
Other Liabilities		40,085		38,906
Total Liabilities		116,151		114,405
Stockholders' Equity		151,406		153,965
Total Liabilities & Stockholders' Equity	$	267,557	$	268,370

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AMWD Announces First Quarter Results

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August 23, 2011

Condensed Consolidated Statements of Cash Flows
	Three Months Ended
	July 31
	2011			2010
Net Cash Provided by Operating Activities	$	4,208		$	1,686
Net Cash Used by Investing Activities		(2,087	)		(2,035	)
Free Cash Flow		2,121			(349	)
Net Cash Used by Financing Activities		(1,423	)		(1,126	)
Net Increase/(Decrease) in Cash and Cash Equivalents		698			(1,475	)
Cash and Cash Equivalents, Beginning of Period		55,420			53,233
Cash and Cash Equivalents, End of Period	$	56,118		$	51,758

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