FORM 10-Q
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, 1999
OR
[ ] 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 (I.R.S. Employer
incorporation or organization) 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
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 7,940,829 shares outstanding
- -------------------------- ----------------------------
Class as of September 9, 1999
<PAGE>
AMERICAN WOODMARK CORPORATION
FORM 10-Q
INDEX
PAGE
PART I. FINANCIAL INFORMATION NUMBER
- ------------------------------ ------
Item 1. Financial Statements
Consolidated Balance Sheets--July 31, 1999
and April 30, 1999 3
Consolidated Statements of Income--Three months
ended July 31, 1999 and 1998 4
Consolidate Statements of Cash Flows--Three months
ended July 31, 1999 and 1998 5
Notes to Consolidated Financial
Statements--July 31, 1999 6-9
Item 2. Management's Discussion and Analysis 10-15
Item 3. Quantitative and Qualitative
Disclosure of Market Risk 15
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 6. Reports on Form 8-K 16
SIGNATURE 17
- ---------
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item. 1. Financial Statements
--------------------
AMERICAN WOODMARK CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
July 31 April 30
1999 1999
ASSETS (Unaudited) (Audited)
------- ------
Current Assets
Cash and cash equivalents $ 9,305 $14,165
Customer receivables 36,611 38,925
Inventories 21,224 18,008
Prepaid expenses and other 1,483 1,487
Deferred income taxes 2,014 1,936
------ ------
Total Current Assets 70,637 74,521
Property, Plant and Equipment 59,462 53,739
Deferred Costs and Other Assets 12,607 11,046
Intangible Pension Assets 1,303 1,303
------- -------
$144,009 $140,609
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $18,571 $18,919
Accrued compensation and related expenses 15,373 17,183
Current maturities of long-term debt 1,973 1,974
Other accrued expenses 8,146 6,959
------ ------
Total Current Liabilities 44,063 45,035
Long-Term Debt, less current maturities 11,166 11,435
Deferred Income Taxes 3,512 3,373
Long-Term Pension Liabilities 2,429 2,429
Commitments and Contingencies -- --
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 7,924,754 shares at
July 31, 1999; 7,916,135 shares at
April 30, 1999 21,780 21,575
Retained earnings 61,059 56,762
------ ------
Total Stockholders' Equity 82,839 78,337
------- -------
$144,009 $140,609
======= =======
See notes to consolidated financial statements
3
<PAGE>
AMERICAN WOODMARK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
(Unaudited)
Quarter Ended
July 31
------------------
1999 1998
------ ------
Net sales $94,177 $72,673
Cost of sales and distribution 68,104 50,767
------ ------
Gross Profit 26,073 21,906
Selling and marketing expenses 14,223 10,361
General and administrative expenses 4,197 4,596
------ ------
Operating Income 7,653 6,949
Interest expense 129 170
Other income (60) (250)
------ ------
Income Before Income Taxes 7,584 7,029
Provision for income taxes 2,970 2,788
------ ------
Net Income $ 4,614 $ 4,241
====== ======
Earnings Per Share
Weighted average
shares outstanding
Basic 7,920,315 7,808,792
Diluted 8,113,016 7,993,091
Net income per share
Basic $0.58 $0.54
Diluted $0.57 $0.53
====== ======
See notes to consolidated financial statements
4
<PAGE>
AMERICAN WOODMARK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Quarter Ended
July 31
----------------
1999 1998
------ ------
Operating Activities
Net income $ 4,614 $ 4,241
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for depreciation and amortization 3,245 1,997
Net gain on disposal of property,
plant and equipment -- (13)
Deferred income taxes 60 (28)
Other non-cash items 334 537
Changes in operating assets and liabilities:
Customer receivables 2,180 (2,869)
Inventories (3,417) (95)
Other assets (3,262) (2,313)
Accounts payable (348) 1,710
Accrued compensation and related expenses (1,810) (1,656)
Other 1,219 4,362
------ ------
Net Cash Provided by Operating Activities 2,815 5,873
Investing Activities
Payments to acquire property, plant and
equipment (7,275) (6,207)
Proceeds from sales of property, plant and
equipment 7 15
------ ------
Net Cash Used by Investing Activities (7,268) (6,192)
------ ------
Financing Activities
Payments of long-term debt (270) (131)
Proceeds from the issuance of Common Stock 180 250
Payment of dividends (317) (234)
Proceeds from long-term borrowings -- 250
------ ------
Net Cash Provided (Used) by
Financing Activities (407) 135
Decrease In Cash And Cash Equivalents (4,860) (184)
Cash And Cash Equivalents, Beginning Of Period 14,165 23,925
------ ------
Cash And Cash Equivalents, End Of Period $ 9,305 $23,741
====== ======
See notes to consolidated financial statements
5
<PAGE>
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, 1999
are not necessarily indicative of the results that may be
expected for the year ended April 30, 2000. The unaudited
consolidated financial statements should be read in conjunction
with the consolidated financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year
ended April 30, 1999.
NOTE B--NEW ACCOUNTING PRONOUNCEMENTS
As of May 1, 1999 the Company adopted the Accounting Standards
Executive Committee of the American Institute of Certified Public
Accountants' Statement of Position (SOP) 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal
Use." The SOP requires qualifying computer software costs
incurred in connection with obtaining or developing software for
internal use to be capitalized. In prior years, the Company
capitalized costs of purchased software and expensed internal
costs of developing software. The effect of adopting this SOP
was not material to the first quarter results and is not expected
to be material for the full year.
6
<PAGE>
NOTE C--EARNINGS PER SHARE
The following table sets forth the computation of basic and
diluted earnings per share:
Three Months Ended
July 31
---------------------
1999 1998
-------- --------
Numerator:
Net income (in thousands)
used for both basic and
dilutive earnings per share $4,614 $4,241
Denominator:
Denominator for basic
earnings per share -
weighted-average
shares 7,920,315 7,808,792
Effect of dilutive
securities:
Employee Stock
Options 192,701 184,299
-------- --------
Denominator for diluted
earnings per share -
adjusted weighted-
average shares and
assumed conversions 8,113,016 7,993,091
========= =========
Basic earnings per share $ 0.58 $ 0.54
====== ======
Diluted earnings
per share $ 0.57 $ 0.53
====== ======
7
<PAGE>
NOTE D--CUSTOMER RECEIVABLES
The components of customer receivables were:
July 31 April 30
1999 1999
(in thousands) ------ ------
Gross customer receivables $39,302 $41,488
Less:
Allowance for doubtful accounts (616) (422)
Allowance for returns and discounts (2,075) (2,141)
------ ------
Net customer receivables $36,611 $38,925
====== ======
NOTE E--INVENTORIES
The components of inventories were:
July 31 April 30
1999 1999
(in thousands) ------ ------
Raw materials $10,611 $ 9,433
Work-in-process 16,314 14,409
Finished goods 1,310 1,069
------ ------
Total FIFO inventories $28,235 $24,911
Reserve to adjust inventories
to LIFO value (7,011) (6,903)
------ ------
Total LIFO inventories $21,224 $18,008
====== ======
Inventories determined using the LIFO inventory method were
$20,274,000 at July 31, 1999 and $17,232,000 at April 30, 1999.
Inventories determined using the FIFO inventory method were
$950,000 at July 31, 1999 and $776,000 at the end of 1999. An
actual valuation 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
------------------
1999 1998
----- -----
(in thousands)
Cash paid during the period for:
Interest $ 93 $ 114
Income taxes $1,004 $ 829
8
<PAGE>
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.
The Company is voluntarily participating with a group of companies
which is cleaning up a waste facility site at the direction of a
state environmental authority.
The Company records liabilities for all probable and reasonably
estimable loss contingencies on an undiscounted basis. For loss
contingencies related to environmental matters, liabilities are
based on the Company's proportional share of the contamination
obligation of a site since management believes it "probable" that
the other parties, which are financially solvent, will fulfill
their proportional contamination obligations. There are no
probable insurance or other indemnification receivables recorded.
The Company has accrued for all known environmental remediation
costs which are probable and can be reasonably estimated, and such
amounts are not material.
9
<PAGE>
Item 2. Management's Discussion and Analysis
------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
THREE MONTHS ENDED JULY 31, 1999 AND 1998
Results of Operations
- ---------------------
Net sales for the first quarter of fiscal 2000 were $94.2 million,
an increase of 29.6% over the same quarter of fiscal 1999.
Improved sales were reported in all channels of distribution as the
result of new product lines introduced over the past year, new
store openings in the home center channel, increased sales of
higher end products and overall market share gains. The average
price per unit sold in the first quarter of fiscal year 2000
increased 4.8% over the same period in fiscal year 1999. The
period over period increase in average unit price is due to a
general price increase that was implemented in the third quarter of
fiscal year 1999 and improvement in both product and channel mix.
Overall unit volume increased from the same period in the prior
year as the Company continues to gain overall market share,
primarily due to the impact of new product styles and the expanded
geographic presence of the builder channel.
Gross margin for the first quarter of fiscal year 2000 declined to
27.7% from 30.1% for the same period of fiscal year 1999. The
decline in gross margin is due to higher material, labor and
delivery costs. Increased material costs were the result of a more
material intensive, higher end product mix and capacity limitations
that required outsourcing of certain component parts to meet
current demand. Higher labor costs were the result of overtime and
the short-term impact of recently hired and relatively
inexperienced production employees hired to support the Company's
growth. Freight costs increased due to general price increases
imposed by the Company's third party freight partners.
In the first quarter of fiscal year 2000 selling and marketing
expenses increased $3.9 million compared to the same period of
fiscal year 1999 due to increased promotional expenditures and
increased staffing levels to support the Company's growth. General
and administrative expenses decreased $399 thousand due to lower
accruals for employee incentive programs.
Liquidity and Capital Resources
- -------------------------------
The Company's operating activities generated $2.8 million in net
cash in the first three months of fiscal year 2000 compared to $5.9
million net cash generated in the same period of the prior fiscal
year. Additional cash generated from a decrease in customer
receivables was more than offset by increases in inventory and
investments in promotional displays. Customer receivables
decreased due to the timing of payments from certain accounts.
Increased depreciation expense resulted from the Company's
aggressive capital expenditure program over the past fifteen
10
<PAGE>
months. The increase in inventory levels results primarily from
higher levels of work-in-process inventory required to support the
Company's expanded product offering, overall growth and preparation
for peak demand during the fall selling season. The period over
period reduction in favorable cash flow from other accrued
liabilities resulted primarily from changes in the timing of
payments for promotional and tax related expense items.
Capital spending during the first quarter of fiscal year 2000 was
$7.3 million, an increase of $1.1 million over the same period of
the prior fiscal year. The Company is continuing to invest capital
into additional capacity through a combination of new facility
construction and plant expansions. During the first three months
of fiscal year 2000 the Company invested in the initial
construction of its new assembly and finishing facility located in
Gas City, Indiana, expansion of finishing operations at its
Moorefield, West Virginia facility, expansion of the drying and
lumber processing capabilities of its lumber dimension facility
located in Monticello, Kentucky, as well as general spending for
machinery to increase capacity and efficiency. The Company
anticipates that capital expenditures will continue at a rate equal
to or greater than that of the first three months of the current
fiscal year throughout the remainder of fiscal year 2000 as the
Company continues to fund projects designed to increase capacity
and improve the Company's competitive position. The Company
intends to increase manufacturing capacity through both the
expansion of existing facilities and the construction of new
facilities.
Net cash used by financing activities was $407 thousand in the
first quarter of fiscal year 2000 as payments of long-term debt and
dividends in the first quarter of fiscal year 2000 were only
partially offset by proceeds from the issuance of common stock. In
the same period of the prior fiscal year $135 thousand in net cash
was provided through financing activities. Long-term debt to total
equity declined from 14.6% at April 30, 1999 to 13.5% at July 31,
1999. There were no borrowings against the Company's short-term
revolving credit facility during the first quarter of fiscal year
2000. Cash dividends of $317 thousand were paid during the first
quarter of fiscal year 2000.
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 for the remainder of
fiscal year 2000.
Year 2000
- ---------
The Company recognizes that the year 2000 presents many challenges
for information systems, specifically the issue of two-digit
determination of year. The Company has performed a self-assessment
and has identified all known software and hardware issues
11
<PAGE>
associated with two-character versus four-character year codes.
Business plans have been developed and initiated which will bring
about four-digit year compliance for all internal software and
hardware systems during calendar year 1999. The Company has
completed 100% of the conversion of its order billing, accounts
receivable and financial systems, to a client-server based
architecture that is Year 2000 compliant. As of August 31, 1999
the only remaining system requiring completion of conversion to
client-server based Year 2000 compliant software was the
manufacturing system. Conversion of the Company's mainframe
manufacturing information system to a year 2000 compliant system
was 90% complete on August 31, 1999 and is expected to be 100%
complete by September 30, 1999. The cost of updating systems to
comply with four-digit dating is believed to be incrementally
immaterial as the Company's strategic business plan had already
called for upgrading information systems technology. No
significant additional expense beyond the standard information
systems operating cost is expected. To date, 95% of the total
conversion is complete. The Company has no exposure to
contingencies related to the Year 2000 Issue for the products it
has sold.
The Company further recognizes a risk from the year 2000 impact on
its suppliers and customers. In response, the Company has
initiated formal communications with all of its significant
suppliers, large customers and service providers to determine the
extent to which the Company's interface systems are vulnerable to
those third parties' failures to remediate their own year 2000
issues. The Company has contacted all of its critical vendors and
all vendors with greater than $20,000 in activity over the last
twelve months. Of this vendor group 59% have responded, including
100% of those suppliers deemed critical. Of the vendor
respondents, all critical vendors have indicated that they were
year 2000 compliant on or before July 31, 1999. Of the remaining
population of surveyed vendors, 74% have responded that they will
be year 2000 compliant on or before July 31, 1999. To date 80% of
the Company's key customers have been identified as being year 2000
compliant, and the Company is working to further confirm year 2000
compliance among its customer base. To date, the Company is not
aware of any external agent Year 2000 Issue that would materially
impact the Company's results of operations, liquidity or capital
resources. Further, based on presently available information, the
Company does not believe that the incremental cost associated with
the year 2000 compliance activities of third parties is material to
the Company.
There can be no guarantee that the systems of suppliers and
customers will be converted by the end of calendar year 1999. In
response, the Company is developing contingency plans to address
critical system interfaces with these third parties in the event
that these third parties are unable to resolve their year 2000
compliance issues by the end of calendar year 1999. At this point
12
<PAGE>
the Company has not quantified the impact of the most reasonably
likely worst case scenario.
The Company plans to complete the year 2000 modifications
are based on management's best estimates, which were derived
utilizing numerous assumptions of future events including the
continued availability of certain resources and other factors.
Estimates on the status of completion and the expected completion
dates are based on costs incurred to date compared to total
expected costs. However, there can be no guarantee that these
estimates will be achieved and actual results could differ
materially from those plans. Specific factors that might cause
such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the
ability to locate and correct all relevant computer codes, and
similar uncertainties.
Other
- -----
The Company's business has historically been subjected to
seasonal influences, with higher sales typically realized in the
second and fourth fiscal quarters. General economic forces and
changes in the Company's customer mix have reduced seasonal
fluctuations in the Company's performance over the past few
years.
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.
The Company expects to maintain or increase recent profitability
performance while investing resources in future products,
facilities and markets. Additional volume and improved
efficiencies should be sufficient to offset the anticipated rise
in other costs.
The Company currently has insufficient overall capacity to meet
projected growth. As long as demand exceeds capacity and the
Company continues to purchase outside material, gross margins
will be negatively impacted by continued higher cost of goods
sold. Capital spending is under way to correct this situation
within the current fiscal year. Identified capital projects
include expansion to remove specific capacity limitations in
certain processes, productivity improvements, cost savings
initiatives and replacement of aging equipment.
The Company establishes debt to equity targets in order to
maintain the financial health of the Company and is prepared to
13
<PAGE>
trim investment plans to maintain financial strength.
While the Company is not currently aware of any events that would
result in a material decline in earnings from fiscal 1999, 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 including (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) the need to respond to price or
product initiatives launched by a competitor, (6) a significant
investment which provides a substantial opportunity to increase
long-term performance and (7) disruption of business from the
failure of a significant customer or supplier to attain year 2000
compliance. 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.
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
any material adverse effect on the Company's operating results or
financial position.
The Company is voluntarily participating with a group of
companies, which is cleaning up a waste facility site at the
direction of a state environmental authority.
The Company records liabilities for all probable and reasonably
estimable loss contingencies on an undiscounted basis. For loss
contingencies related to environmental matters, liabilities are
based on the Company's proportional share of contamination of a
site since management believes it "probable" that the other
parties, which are financially solvent, will fulfill their
proportional share of the contamination obligation of a site.
There are no probable insurance or other indemnification
receivables recorded. The Company has accrued for all known
environmental remediation costs that are probable and can be
reasonably estimated, and such amounts are not material.
As reported in the Company's fiscal year 1999 Annual Report, the
14
<PAGE>
financial condition of Hechinger Co., the Company's third largest
Home Center customer, deteriorated significantly with the release
of the second fiscal quarter results in May 1999 for the period
ended April 3, 1999. Subsequent to the release, Hechinger Co.
filed for protection under Chapter 11 of the United States
Bankruptcy Code. On September 9, 1999 Hechinger Co. announced that
it would proceed with an orderly liquidation of its assets. The
Company believes that this latest announcement will not have any
material impact to the Company's performance as overall industry
growth and the Company's continued increase in market share have
been sufficient to offset lost sales from the reduction of business
with Hechinger Co. The Company did not have any material net asset
exposure as of the date Hechinger Co. filed for bankruptcy
protection nor did the Company have any material net asset exposure
on the date Hechinger Co. announced its intent to proceed with an
orderly liquidation of assets.
During the first quarter of fiscal 2000 the Company adopted the
Accounting Standards Executive Committee of the American Institute
of Certified Public Accountants' Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." The SOP requires qualifying computer
software costs incurred in connection with obtaining or developing
software for internal use to be capitalized. In prior years, the
Company capitalized costs of purchased software and expensed
internal costs of developing software. The effect of adopting this
SOP was not material to the first quarter results, and is not
expected to be material for the full year.
On August 24, 1999 the Board of Director's approved a $0.05 per
share cash dividend on its common stock. The cash dividend will be
paid on September 24, 1999 to shareholders of record on September
10, 1999.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
------------------------------------------------------
The Company is exposed to changes in interest rates primarily from
its long-term debt arrangements and, secondarily, its investments
in securities. The Company uses interest rate swap agreements to
manage exposure to interest rate changes on certain long-term
borrowings. The Company's exposure to interest rate changes is not
considered to be material.
15
<PAGE>
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 24, 1999, the holders of 7,007,739 of
the total 7,923,166 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 6,608,954 398,785 --
Board of Directors.
2. Ratification of 7,000,856 2,843 4,040
Selection of
Independent Certified
Public Accountants.
3. First Amendment to the 6,921,667 75,960 10,112
Company's Shareholder
Value Plan for Employees
4. Company's 1999 Stock 5,310,781 755,889 13,632
Option 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. 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, 1999.
16
<PAGE>
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/William A. Armstrong /s/ Kent B. Guichard
- ----------------------- ----------------------
William A. Armstrong Kent B. Guichard
Corporate Controller Senior Vice President,
Finance and Chief Financial
Officer
Date: September 10, 1999 Date: September 10, 1999
------------------ ------------------
Signing on behalf of the
registrant and as principal
financial officer
17
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-END> JUL-31-1999
<CASH> 9,305
<SECURITIES> 0
<RECEIVABLES> 39,302
<ALLOWANCES> 2,691
<INVENTORY> 21,224
<CURRENT-ASSETS> 70,637
<PP&E> 110,885
<DEPRECIATION> 51,423
<TOTAL-ASSETS> 144,009
<CURRENT-LIABILITIES> 44,063
<BONDS> 11,166
0
0
<COMMON> 21,780
<OTHER-SE> 61,059
<TOTAL-LIABILITY-AND-EQUITY> 144,009
<SALES> 94,177
<TOTAL-REVENUES> 94,177
<CGS> 68,104
<TOTAL-COSTS> 68,104
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 200
<INTEREST-EXPENSE> 129
<INCOME-PRETAX> 7,584
<INCOME-TAX> 2,970
<INCOME-CONTINUING> 4,614
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,614
<EPS-BASIC> 0.58
<EPS-DILUTED> 0.57
</TABLE>
