FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended July 31, 2001
			OR
		o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from   ________________  to
Commission file number 0-14798
American Woodmark Corporation (Exact name of registrant as specified in its charter)

Virginia	54-1138147
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3102 Shawnee Drive, Winchester, Virginia	22601
(Address of principal executive offices)	(Zip Code)
(540) 665-9100
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x     No  o

    Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, no par value	8,214,929 shares outstanding
Class	as of September 7, 2001

AMERICAN WOODMARK CORPORATION

FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION		PAGE NUMBER
Item 1.	Financial Statements
	Consolidated Balance Sheets—July 31, 2001 and April 30, 2001	3
	Consolidated Statements of Income—Three months ended July 31, 2001 and 2000	4
	Consolidated Statements of Cash Flows—Three months ended July 31, 2001 and 2000	5
	Notes to Consolidated Financial Statements—July 31, 2001	6-9
Item 2.	Management's Discussion and Analysis	10-11
Item 3.	Quantitative and Qualitative Disclosure of Market Risk	11-12
PART II. OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 6.	Exhibits and Reports on Form 8-K	13
SIGNATURE		13

PART I. FINANCIAL INFORMATION

AMERICAN WOODMARK CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

				July 31		April 30
				2001		2001
ASSETS				(Unaudited)		(Audited)
Current Assets
	Cash and cash equivalents		$	8,012	$	1,714
	Customer receivables			31,895		29,410
	Inventories			30,858		30,267
	Prepaid expenses and other			1,676		1,728
	Deferred income taxes			4,382		4,760
	Total Current Assets			76,823		67,879
Property, Plant, and Equipment				94,636		93,641
Deferred Costs and Other Assets				21,286		18,848
			$	192,745	$	180,368
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable		$	18,743	$	17,038
	Accrued compensation and related expenses			14,710		16,269
	Current maturities of long-term debt			1,619		2,118
	Accrued Marketing Expenses			4,612		3,505
	Other accrued expenses			8,018		6,289
		Total Current Liabilities		47,702		45,219
Long-Term Debt, less current maturities				17,140		16,819
Deferred Income Taxes				8,119		7,246
Long-Term Pension Liabilities				1,571		1,571
Stockholders' Equity
	Preferred Stock, $1.00 par value;
		2,000,000 shares authorized, none
		issued
	Common Stock, no par value; 20,000,000
		shares authorized; issued and
		outstanding 8,144,954 shares at
		July 31, 2001; 8,079,093 shares at
		April 30, 2001		26,131		24,412
	Retained earnings			92,082		85,101
		Total Stockholders' Equity		118,213		109,513
			$	192,745	$	180,368
See notes to consolidated financial statements

AMERICAN WOODMARK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
(Unaudited)

			Quarter Ended
			July 31
				2001		2000
Net sales			$	121,262	$	104,297
Cost of sales and distribution				85,997		77,866
	Gross Profit			35,265		26,431
Selling and marketing expenses				16,990		13,303
General and administrative expenses				5,491		4,265
	Operating Income			12,784		8,863
Interest expense				262		250
Other (income) expense				349		(14	)
	Income Before Income Taxes			12,173		8,627
Provision for income taxes				4,788		3,446
	Income before cumulative effect of change		$	7,385	$	5,181
		in accounting principles
Cumulative effect of change in accounting				—		(1,583	)
		Principles
	Net Income		$	7,385	$	3,598
Earnings Per Share
	Weighted average shares outstanding
		Basic		8,102,762		8,022,857
		Diluted		8,337,718		8,103,246
	Net income per share before cumulative
	effect of change in accounting principles
		Basic	$	0.91	$	0.65
		Diluted	$	0.89	$	0.64
	Net income per share after cumulative
	effect of change in accounting principles
		Basic	$	0.91	$	0.45
		Diluted	$	0.89	$	0.44
See notes to consolidated financial statements

AMERICAN WOODMARK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Quarter Ended July 31
	2001		2000
Operating Activities
Net income	$    7,385		$    3,598
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of change in accounting Principles	—		1,583
Provision for depreciation and amortization	5,518		4,299
Net (gain) loss on disposal of property, plant, and equipment	10		(9	)
Deferred income taxes	1,251		427
Other non-cash items	(221	)	(62	)
Changes in operating assets and liabilities:
Customer receivables	(2,205	)	(497	)
Inventories	(650	)	(828	)
Other assets	(5,187	)	(2,837	)
Accounts payable	1,704		(1,835	)
Accrued compensation and related expenses	(1,559	)	(476	)
Income taxes payable	1,416		2,128
Other	1,970		851
Net Cash Provided by Operating Activities	9,432		6,342
Investing Activities
Payments to acquire property, plant, and equipment	(3,784	)	(10,180	)
Proceeds from sales of property, plant, and equipment	9		9
Net Cash Used by Investing Activities	(3,775	)	(10,171	)
Financing Activities
Payments of long-term debt	(19,184	)	(24,096	)
Proceeds from long-term borrowings	19,007		25,650
Proceeds from the issuance of Common Stock	1,222		380
Payment of dividends	(404	)	(401	)
Net Cash Provided by Financing Activities	641		1,533
Increase (Decrease) In Cash And Cash Equivalents	6,298		(2,296	)
Cash And Cash Equivalents, Beginning of Period	1,714		4,183
Cash And Cash Equivalents, End of Period	$    8,012		$    1,887

See notes to consolidated financial statements

AMERICAN WOODMARK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A—BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended July 31, 2001 are not necessarily indicative of the results that may be expected for the year ended April 30, 2002. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended April 30, 2001.

NOTE B—NEW ACCOUNTING PRONOUNCEMENTS

The Company was required to adopt SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS No. 138, "Accounting for Derivative Instruments and Certain Hedging Activities" in the first quarter of fiscal 2002. The new standards establish accounting and reporting requirements for derivative instruments and hedging activities. The adoption did not have a material impact on the Company's financial position or results of operations for the first quarter of fiscal 2002.

In April 2001, the Financial Accounting Standards Board's Emerging Issues Task Force (EITF) reached a consensus on issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services." The Company is required to adopt EITF 00-25 no later than the fourth quarter of fiscal 2002. EITF 00-25 requires that certain activities such as the payment of "slotting fees", cooperative advertising arrangements and "buy downs" be classified as a reduction in revenue. The adoption of EITF 00-25 will have no impact on the net income or earnings per share of the Company. The impact of the adoption on the consolidated financial statements will result in a material adjustment to both net sales and selling and marketing expense as the Company currently classifies some of the defined activities as expense.

NOTE C—EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended July 31
	2001	2000
Numerator:
Net income used for both basic and      dilutive earnings per share	$          7,385	$          3,598
Denominator:
Denominator for basic earnings      per share -      weighted-average shares	8,102,762	8,022,857
Effect of dilutive securities:      Employee Stock Options	234,956	80,389
Denominator for diluted earnings per per share, adjusted weighted average weighted-average shares and assumed Conversions	8,337,718	8,103,246
Net income per share before cumulative      effect of change in accounting      principles
Basic	$            0.91	$            0.65
Diluted	$            0.89	$            0.64
Net income per share after cumulative      effect of change in accounting      principles
Basic	$            0.91	$            0.45
Diluted	$            0.89	$            0.44

NOTE D—CUSTOMER RECEIVABLES

          The components of customer receivables were:

(in thousands)	July 31 2001		April 30 2001
Gross customer receivables	$  36,275		$  34,066
Less:
Allowance for doubtful accounts	(1,353	)	(1,350	)
Allowance for returns and discounts	(3,027	)	(3,306	)
Net customer receivables	$ 31,895		$ 29,410

NOTE E—INVENTORIES

The components of inventories were:

(in thousands)	July 31 2001		April 30 2001
Raw Materials	$  11,940		$  12,041
Work-in-process	21,992		20,600
Finished goods	4,368		5,079
Total FIFO inventories	$  38,300		$  37,720
Reserve to adjust inventories to LIFO value	(7,442	)	(7,453	)
Total inventories	$ 30,858		$ 30,267

An actual value of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management’s estimates of expected year-end inventory levels and costs. Since they are subject to many forces beyond management’s control, interim results are subject to the final year-end LIFO inventory valuation.

NOTE F—CASH FLOW

Supplemental disclosures of cash flow information:

	Three Months Ended July 31
(in thousands)	2001	2000
Cash paid during the period for:
Interest	$   211	$  557
Income taxes	$ 1,759	$  922

NOTE G—OTHER INFORMATION

The Company is involved in various suits and claims in the normal course of business. Included therein are claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have a material adverse effect on the Company's results of operations or financial position.

Management's Discussion and Analysis
Three Months Ended July 31, 2001 and 2000

Results of Operations

Net sales for the first quarter of fiscal 2002 were $121.3 million, an increase of 16.3% over the same period in fiscal 2001. Higher sales were the result of continued growth across all channels of distribution, particularly with the Company's strategic home center and direct builder partners. Overall unit volume between the periods grew 13.5% due to the combination of new products and additional outlets. The average revenue per unit in fiscal 2002 increased 2.5% over the first quarter of fiscal 2001 due to a shift in product mix.

Gross margin for the first quarter of fiscal 2002 improved to 29.1% from 25.3% for the same period of the previous fiscal year. The improvement was due to the combination of lower material costs, improved productivity, lower freight expense and leverage on fixed costs with higher volume.

Selling and Marketing expenses for the first quarter of fiscal 2002 were $17.0 million or 14.0% of net sales, an increase of $3.7 million over the same period of fiscal 2001 in which sales and marketing expenses were 12.8% of net sales. Increased sales and marketing expenses were due primarily to customer promotions.

General and administrative expenses for the first quarter of fiscal 2002 were $5.5 million or 4.5% of net sales, an increase of $1.2 million over the same period of fiscal 2001 in which general and administrative expenses were 4.1% of net sales. The increase was due to higher accruals for anticipated payments under the Company's pay-for-performance incentive plans.

Interest expense for the first quarter of fiscal 2002 was $262 thousand, an increase of $12 thousand from the same period of the prior fiscal year.

Liquidity and Capital Resources

The Company's operating activities generated $9.4 million in net cash during the first three months of fiscal 2002 compared to $6.3 million net cash generated in the same period of fiscal 2001. The increase in cash generated from operations over prior year was due primarily to higher net income, an increase in the provision for depreciation and amortization, an increase in accounts payable and an increase in all other items. The favorable impacts to cash were only partially offset by increases in customer receivables and other assets and a decrease in accrued compensation. Depreciation and amortization expense increased as a result of the Company's capital investment initiatives. The increase in accounts payable was due to higher activity as the Company did not change any accounts payable practices. All other increased due to additional paid-in-capital from the exercise of employee stock options and an increase in miscellaneous accrued expenses. Customer receivables increased due to higher sales. Other assets increased primarily due to the Company's investment in customer displays. Accrued compensation decreased due to payments under the Company's pay-for-performance incentive plans.

Capital spending during the first quarter of fiscal 2002 was $3.8 million as compared to $10.2 million in the same period of fiscal 2001, a decrease of $6.4 million. During the first quarter of fiscal 2002, the Company began the expansion of the Company's assembly facility in Kingman, Arizona. During the first quarter of the prior year, the Company was installing the main production equipment for its new flat-stock facility in Humboldt, Tennessee and expanding capacity at the Company's lumber facility in Monticello, Kentucky. The Company expects that in order to support continued sales growth, it will be necessary to make additional investments in plant, property and equipment during the remainder of fiscal 2002. The Company currently expects to invest approximately $25 to $30 million in capital spending during fiscal 2002 to complete the expansion of the assembly plant in Kingman, Arizona, to begin the site

development and construction of a new assembly plant and to begin the site development and construction of a new lumber processing facility.

Net cash provided by financing activities was $641 thousand for the first three months of fiscal 2002 due primarily to the exercise of stock options by employees. Proceeds from borrowings offset payments. For the same period of fiscal 2001 the Company generated $1.5 million from financing activities. The outstanding balance on the Company's $45 million revolving credit facility was $10.0 million on July 31, 2001. Cash dividends of $404 thousand were paid during the first quarter of fiscal 2002.

Cash flow from operations combined with accumulated cash on hand and available borrowing capacity is expected to be sufficient to meet forecasted working capital requirements, service existing debt obligations and fund capital expenditures of the remainder of fiscal 2002.

Legal Matters

The Company is involved in various suits and claims in the normal course of business which includes claims against the Company pending before the Equal Employment Opportunity Commission. Although management believes that such suits and EEOC claims are without merit and intends to vigorously contest them, the ultimate outcome of these matters cannot be determined at this time. In the opinion of management, after consultation with counsel, the ultimate liabilities and losses, if any, that may result from suits and claims involving the Company will not have any material adverse effect on the Company's operating results or financial position.

Dividends Declared

On August 30, 2001, the Board of Directors approved a $.05 per share cash dividend on its Common Stock. The cash dividend will be paid on September 28, 2001, to shareholders of record on September 14, 2001.

Item 3. Quantitative and Qualitative Disclosure of Market Risk

The Company's business has historically been subjected to seasonal influences, with higher sales typically realized in the second and fourth fiscal quarters.

The costs of the Company's products are subject to inflationary pressures and commodity price fluctuations. Inflationary pressure and commodity price increases have been relatively modest over the past five years, except for lumber prices which rose significantly during fiscal 1997. The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.

On July 31, 2001, the Company had no material exposure to changes in interest rates. The Company uses interest rate swap agreements to manage exposure to interest rate changes on certain long-term borrowings and as of July 31, 2001, all significant borrowings of the Company carried fixed interest rates between 5% and 6%.

While the Company is not currently aware of any other events that would result in a material decline in earnings from fiscal 2001, we participate in an industry that is subject to rapidly changing conditions. The preceding forward-looking statements are based on current expectations, but there are numerous factors that could cause the Company to experience a decline in sales and/or earnings. These include (1) overall industry demand at reduced levels, (2) economic weakness in a specific channel of distribution, especially the home center industry, (3) the loss of sales from specific customers due to their loss of market share, bankruptcy or switching to a competitor, (4) a sudden and significant rise in basic raw material costs, (5) a dramatic increase to the cost of diesel fuel, and/or transportation related services, (6) the need to

respond to price or product initiatives launched by a competitor, (7) a significant investment which provides a substantial opportunity to increase long-term performance, and (8) sales growth at a rate that outpaces the Company's ability to install new capacity. While the Company believes that these risks are manageable and will not adversely impact the long-term performance of the Company, these risks could, under certain circumstances, have a materially adverse impact on short-term operating results.

PART II. OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of American Woodmark Corporation held on August 30, 2001, the holders of 6,558,575 of the total 8,095,139 shares of Common Stock outstanding and eligible to vote duly executed and delivered valid proxies. The shareholders approved the two items outlined within the Company's Proxy Statement that was solicited to shareholders and reported to the Commission pursuant to Regulation 14A under the Act.

The following items were approved at the Company's Annual Meeting:

				Negative/
			Affirmative	Withheld	Abstentions/
			Votes	Votes	Non-Votes
1.	Election of the Board of Directors.
		William F. Brandt, Jr.	5,856,740	701,835	—
		Daniel T. Carroll	6,133,109	425,466	—
		Martha M. Dally	6,133,967	424,608	—
		James J. Gosa	6,133,737	424,838	—
		Fred S. Grunewald	6,005,792	552,783	—
		Kent B. Guichard	6,133,409	425,166	—
		Kent J. Hussey	6,133,938	424,640	—
		Albert L. Prillaman	6,133,967	424,608	—
		C. Anthony Wainwright	6,133,667	424,908	—
2.	Ratification of Selection of
	Independent Certified		6,552,834	30,411	5,330
	Public Accountants.
3.	Consider and Vote Upon a		6,122,396	429,223	6,956
	Proposal to Reapprove the
	Shareholder Value Plan for
	Employees.

As the members of the Board of Directors were elected individually, the aforementioned tallies pertaining to re-election represent a range of affirmative and negative votes.

Item 6.   Exhibits and Reports on Form 8-K

(a)	Reports on Form 8-K
	The Company did not file any reports on Form 8-K during the three months ended July 31, 2001.

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)
Date: September 11, 2001	/s/ Kent B. Guichard
	Kent B. Guichard
	Senior Vice President, Finance and Chief Financial Officer
	Signing on behalf of the registrant and as principal financial officer