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 26, 2003

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

American Woodmark Corporation

ITEM 5. OTHER EVENTS

On February 26, 2003, the Registrant issued a press release announcing results for the third quarter ending January 31, 2003 and declaring a quarterly cash dividend to shareholders. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(C	)	Exhibits.
		99.1    The Registrant’s Press Release dated February 26, 2003.

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/ Dennis M. Nolan, Jr.	/s/ Kent B. Guichard
Dennis M. Nolan, Jr. Corporate Controller	Kent B. Guichard Senior Vice President, Finance and Chief Financial Officer
Date: February 26, 2003	Date: February 26, 2003
Signing on behalf of the registrant and as principal accounting officer	Signing on behalf of the registrant and as principal financial officer

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	The Registrant’s Press Release dated February 26, 2003

EX-99.1

Exhibit 99.1

News Release

P. O. Box 1980

Winchester, VA 22604-8090

FOR IMMEDIATE RELEASE

Contact: Glenn Eanes

Treasurer

540-665-9100

AMERICAN WOODMARK CORPORATION

ANNOUNCES THIRD QUARTER

DECLARES CASH DIVIDEND

Winchester, Virginia (February 26, 2003) — American Woodmark Corporation (Nasdaq/NM: AMWD) today announced results for the third quarter ended January 31, 2003.

Net sales increased 10% from the prior year to $136,684,000. Sales growth in the third quarter was the result of continued growth in both the remodel and new construction sectors. The Company had previously issued forward guidance that anticipated sales growth of approximately 5% for the quarter. The guidance was based on the Company’s forecast for outbound shipments. At the end of the quarter, the Company experienced reduced cycle times between shipment and receipt by customers. The reduced cycle time accounted for approximately one quarter of the net sales increase of 10%.

Gross profit was 22.2%, down from 25.8% the previous year, due to the combination of temporary operating inefficiencies early in the quarter and fixed costs associated with new capacity. As discussed in the Company’s second quarter announcement, the operating inefficiencies were the result of variations in demand and the need to rebalance material flows with the addition of new capacity. While the inefficiencies were eliminated by the end of November, the excess cost incurred to meet customer commitments had a negative impact on the quarter. Gross profit was also impacted by costs associated with the Company’s new capacity brought on-line during the fall of calendar 2002. The investments in additional capacity are designed to support the Company’s long-term growth and fixed expenses relating to the unused portion of the new capacity unfavorably impacted gross profit.

Selling, general and administrative cost decreased from 15.5% of net sales to 14.0% primarily due to cost management efforts and the reduction in costs relating to the Company’s pay-for-performance employee incentive plans.

Net income for the quarter was $6,757,000, or $0.80 per diluted share, compared to $7,669,000, or $0.91 per diluted share, in the prior year. Net income was higher than forward guidance of $0.60 to $0.65 per diluted share primarily due to higher than anticipated net sales as discussed above.

Looking forward to the fourth fiscal quarter ending April 30, 2003, the Company anticipates an increase in sales of 5% to 7% over the prior year. The Company expects to experience solid growth in the new construction sector based on the Company’s partnerships with leading homebuilders and the continuing strength in housing starts. The Company is currently forecasting reduced growth in the remodel market due to the impact of store resets at home center outlets and the potential for lower overall consumer activity as a result of concerns about world events. Margins should continue to improve throughout the quarter due to increased capacity utilization. Based on higher volume and projected gross profit of approximately 24%, the Company believes that net income will be in the range of $0.90 to $0.95 per diluted share.

The Board of Directors has approved a quarterly cash dividend of $0.05 per share to be paid on March 20, 2003, to shareholders of record on March 6, 2003.

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 home manufacturers and through a network of independent distributors. The Company presently operates thirteen manufacturing facilities and eight 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.

###

AMERICAN WOODMARK CORPORATION

Unaudited Financial Highlights

(in thousands, except share data)

Operating Results

	Three Months Ended January 31				Nine Months Ended January 31
	2003		2002		2003		2002
Net Sales	$	136,684	$	123,705	$	419,125	$	366,626
Cost of Sales & Distribution		106,314		91,848		317,709		273,068
Gross Profit		30,370		31,857		101,416		93,558
SG&A Expense		19,073		19,116		59,715		54,701
Operating Income		11,297		12,741		41,701		38,857
Interest & Other Income/Expense		189		65		192		845
Income Tax Expense		4,351		5,007		16,359		14,994
Net Income	$	6,757	$	7,669	$	25,150	$	23,018
Earnings Per Share:
Weighted Average Shares Outstanding— Diluted		8,399,513		8,416,977		8,438,568		8,371,030
Earnings Per Diluted Share	$	0.80	$	0.91	$	2.98	$	2.75

Balance Sheet

	January 31 2003		April 30 2002
Cash & Cash Equivalents	$	10,912	$	13,083
Customer Receivables		33,279		32,246
Inventories		40,613		34,872
Other Current Assets		11,120		10,310
Total Current Assets		95,924		90,511
Property, Plant & Equipment		137,893		122,405
Other Assets		17,949		21,306
Total Assets	$	251,766	$	234,222
Current Portion—Long-Term Debt	$	900	$	3,218
Accounts Payable & Accrued Expenses		54,907		61,179
Total Current Liabilities		55,807		64,397
Long-Term Debt		19,076		14,398
Other Liabilities		12,093		10,258
Total Liabilities		86,976		89,053
Stockholders’ Equity		164,790		145,169
Total Liabilities & Stockholders’ Equity	$	251,766	$	234,222