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Table of Contents
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  
 
EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2002
 
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
(State or other jurisdiction of
incorporation or organization)
  
54-1138147
(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 ¨
 
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
  
8,181,452 shares outstanding
Class
  
as of December 11, 2002
 

Table of Contents
 
AMERICAN WOODMARK CORPORATION
 
FORM 10-Q
 
INDEX
 
        
PAGE NUMBER
PART I.  FINANCIAL INFORMATION
     
Item 1.
  
Financial Statements
     
      
3
      
4
      
5
      
6-8
Item 2.
     
9-10
Item 3.
     
10
Item 4.
     
11
PART II.  OTHER INFORMATION
     
Item 6.
     
11
  
12

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Table of Contents
 
PART I. FINANCIAL INFORMATION
 
AMERICAN WOODMARK CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
    
October 31, 2002
     
April 30, 2002
  
    
(Unaudited)
     
(Audited)
  
ASSETS
                  
Current Assets
                  
Cash and cash equivalents
   
$
6,511
 
   
$
13,083
 
Customer receivables
   
 
35,124
 
   
 
32,246
 
Inventories
   
 
40,315
 
   
 
34,872
 
Prepaid expenses and other
   
 
3,568
 
   
 
2,741
 
Deferred income taxes
   
 
6,324
 
   
 
7,569
 
    
  
Total Current Assets
   
 
91,842
 
   
 
90,511
 
Property, Plant, and Equipment – Net
   
 
138,105
 
   
 
122,405
 
Deferred Costs and Other Assets
   
 
18,075
 
   
 
21,306
 
    
  
    
$
248,022
 
   
$
234,222
 
    
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                  
Current Liabilities
                  
Accounts Payable
   
$
23,877
 
   
$
23,059
 
Accrued compensation and related expenses
   
 
27,814
 
   
 
25,888
 
Current maturities of long-term debt
   
 
3,221
 
   
 
3,218
 
Accrued marketing expenses
   
 
5,517
 
   
 
5,627
 
Other accrued expenses
   
 
4,854
 
   
 
6,605
 
    
  
Total Current Liabilities
   
 
65,283
 
   
 
64,397
 
Long-Term Debt, less current maturities
   
 
14,041
 
   
 
14,398
 
Deferred Income Taxes
   
 
10,087
 
   
 
9,556
 
Long-Term Pension Liabilities
   
 
238
 
   
 
238
 
Other Long-Term Liabilities
   
 
966
 
   
 
464
 
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 8,169,319 shares at October 31, 2002; 8,271,496 shares at April 30, 2002
   
 
33,209
 
   
 
33,072
 
Retained earnings
   
 
124,782
 
   
 
112,378
 
Other Comprehensive Income
   
 
(584
)
   
 
(281
)
    
  
Total Stockholders’ Equity
   
 
157,407
 
   
$
145,169
 
    
  
    
$
248,022
 
   
$
234,222
 
    
  
 
See notes to consolidated financial statements
 

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Table of Contents
 
AMERICAN WOODMARK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
(Unaudited)
 
    
Three Months Ended
October 31
     
Six Months Ended
October 31
    
2002
     
2001
     
2002
     
2001
Net sales
   
$
144,972
 
   
$
125,760
 
   
$
282,440
 
   
$
242,921
Cost of sales and distribution
   
 
109,690
 
   
 
94,353
 
   
 
211,394
 
   
 
181,220
    
  
  
  
Gross Profit
   
 
35,282
 
   
 
31,407
 
   
 
71,046
 
   
 
61,701
Selling and marketing expenses
   
 
13,990
 
   
 
12,761
 
   
 
27,736
 
   
 
24,780
General and administrative expenses
   
 
6,142
 
   
 
5,314
 
   
 
12,907
 
   
 
10,805
    
  
  
  
Operating Income
   
 
15,150
 
   
 
13,332
 
   
 
30,403
 
   
 
26,116
Interest expense
   
 
82
 
   
 
224
 
   
 
82
 
   
 
485
Other (income) expense
   
 
(39
)
   
 
(54
)
   
 
(80
)
   
 
295
    
  
  
  
Income Before Income Taxes
   
 
15,107
 
   
 
13,162
 
   
 
30,401
 
   
 
25,336
Provision for income taxes
   
$
5,967
 
   
 
5,199
 
   
 
12,008
 
   
 
9,987
    
  
  
  
Net Income
   
$
9,140
 
   
$
7,963
 
   
$
18,393
 
   
$
15,349
    
  
  
  
Earnings Per Share
                                  
Weighted average shares outstanding
                                  
Basic
   
 
8,164,678
 
   
 
8,167,366
 
   
 
8,209,678
 
   
 
8,135,064
Diluted
   
 
8,404,017
 
   
 
8,358,393
 
   
 
8,458,090
 
   
 
8,348,056
Net income per share
                                  
Basic
   
$
1.12
 
   
$
0.98
 
   
$
2.24
 
   
$
1.89
Diluted
   
$
1.09
 
   
$
0.95
 
   
$
2.17
 
   
$
1.84
    
  
  
  
 
See notes to consolidated financial statements

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Table of Contents
 
AMERICAN WOODMARK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
    
Six Months Ended
October 31
  
    
2002
     
2001
  
Operating Activities
                  
Net income
   
$
18,393
 
   
$
15,349
 
Adjustments to reconcile net income to net cash provided by operating activities:
                  
Provision for depreciation and amortization
   
 
13,791
 
   
 
11,440
 
Net (gain) loss on disposal of property, plant, and equipment
   
 
121
 
   
 
27
 
Deferred income taxes
   
 
1,776
 
   
 
294
 
Other non-cash items
   
 
389
 
   
 
(32
)
Changes in operating assets and liabilities:
                  
Customer receivables
   
 
(3,091
)
   
 
(5,593
)
Inventories
   
 
(5,697
)
   
 
(2,599
)
Other assets
   
 
(3,597
)
   
 
(9,812
)
Accounts payable
   
 
818
 
   
 
3,628
 
Accrued compensation and related expenses
   
 
1,927
 
   
 
(3,289
)
Other
   
 
(2,502
)
   
 
1,172
 
    
  
Net Cash Provided by Operating Activities
   
 
22,328
 
   
 
17,163
 
    
  
Investing Activities
                  
Payments to acquire property, plant, and equipment
   
 
(22,624
)
   
 
(8,057
)
Proceeds from sales of property, plant, and equipment
   
 
39
 
   
 
9
 
    
  
Net Cash Used by Investing Activities
   
 
(22,585
)
   
 
(8,048
)
    
  
Financing Activities
                  
Payments of long-term debt
   
 
(2,704
)
   
 
(19,503
)
Proceeds from long-term borrowings
   
 
2,350
 
   
 
19,007
 
Proceeds from the issuance of Common Stock
   
 
518
 
   
 
2,414
 
Repurchase of Common Stock
   
 
(5,657
)
   
 
(2,452
)
Payment of dividends
   
 
(822
)
   
 
(815
)
    
  
Net Cash Used by Financing Activities
   
 
(6,315
)
   
 
(1,349
)
Increase (Decrease) In Cash And Cash Equivalents
   
 
(6,572
)
   
 
7,766
 
Cash And Cash Equivalents, Beginning of Period
   
 
13,083
 
   
 
1,714
 
    
  
Cash And Cash Equivalents, End of Period
   
$
6,511
 
   
$
9,480
 
    
  
 
See notes to consolidated financial statements

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Table of Contents
 
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 six-month period ended October 31, 2002 are not necessarily indicative of the results that may be expected for the year ended April 30, 2003. 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, 2002.
 
NOTE B—NEW ACCOUNTING PRONOUNCEMENTS
 
In August 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” which addresses the financial accounting and reporting for the impairment or disposal of long-lived assets. The Company was required to adopt SFAS No. 144 as of May 1, 2002. The adoption of this statement had no impact on the Company’s financial position or results of operations.
 
In June 2002, the Financial Accounting Standards Board issued SFAS No. 146, “Accounting for Costs from Exit or Disposal Activities” which requires, among other things, that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. The provisions of this statement shall be effective for exit or disposal activities initiated after December 31, 2002. The Company does not expect any impact on its financial position or results of operations as a result of adoption of this statement.
 
NOTE C—COMPREHENSIVE INCOME
 
The Company’s comprehensive income was $8.6 million and $17.8 million for the three months and six months ended October 31, 2002, respectively, and $7.5 million and $14.9 million for the three months and six months ended October 31, 2001, respectively. Comprehensive income differs from net income for the quarter and six months ending October 2001 due to an increase in the unrealized loss on the Company’s interest rate swap agreements.
 

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Table of Contents
 
NOTE D—EARNINGS PER SHARE
 
The following table sets forth the computation of basic and diluted earnings per share:
 
    
Three Months Ended October 31
   
Six Months Ended October 31
    
2002
   
2001
   
2002
   
2001
Numerator:
                            
Net income used for both basic and dilutive earnings per share (in thousands)
   
$
9,140
   
$
7,963
   
$
18,393
   
$
15,349
Denominator:
                            
Denominator for basic earnings per share - weighted-average shares
   
 
8,165
   
 
8,167
   
 
8,210
   
 
8,135
Effect of dilutive securities:
                            
Employee Stock Options
   
 
239
   
 
191
   
 
248
   
 
213
    
  
  
  
Denominator for diluted earnings per per share, adjusted weighted average weighted-average shares and assumed conversions
   
 
8,404
   
 
8,358
   
 
8,458
   
 
8,348
    
  
  
  
Net income per share
                            
Basic
   
$
1.12
   
$
0.98
   
$
2.24
   
$
1.89
Diluted
   
$
1.09
   
$
0.95
   
$
2.17
   
$
1.84
 
NOTE E—CUSTOMER RECEIVABLES
 
The components of customer receivables were:
 
    
October 31 2002
     
April 30 2002
  
    
(in thousands)
  
Gross customer receivables
   
$
39,891
 
   
$
36,872
 
Less:
                  
Allowance for doubtful accounts
   
 
(727
)
   
 
(799
)
Allowance for returns and discounts
   
 
(4,040
)
   
 
(3,827
)
    
  
Net customer receivables
   
$
35,124
 
   
$
32,246
 
    
  
 

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Table of Contents
 
NOTE F—INVENTORIES
 
The components of inventories were:
 
    
October 31 2002
     
April 30 2002
  
    
(in thousands)
  
Raw materials
   
$
12,933
 
   
$
11,971
 
Work-in-process
   
 
26,752
 
   
 
23,021
 
Finished goods
   
 
7,429
 
   
 
6,663
 
    
  
Total FIFO inventories
   
$
47,114
 
   
$
41,655
 
Reserve to adjust inventories to LIFO value
   
 
(6,799
)
   
 
(6,783
)
    
  
Total LIFO inventories
   
$
40,315
 
   
$
34,872
 
    
  
 
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 G—CASH FLOW
 
Supplemental disclosures of cash flow information:
 
    
Six Months Ended October 31
    
2002
   
2001
    
(in thousands)
Cash paid during the period for:
              
Interest
   
$
548
   
$
566
Income taxes
   
$
12,750
   
$
9,913
 
NOTE—LONG TERM DEBT
 
Subsequent to the second quarter of fiscal year 2003, the company entered into a loan agreement November 13, 2002 with the Perry, Harlan, Leslie, Breathitt Regional Industrial Authority (a.k.a. Hazard, KY Regional Authority) as part of the company’s capital investment and operations at the Hazard, Kentucky site. This debt facility is a $6 million term loan, which expires November 13, 2017 bearing interest at a fixed rate of 2%. It is secured by a mortgage on the manufacturing facility constructed in Hazard, Kentucky. The loan requires annual debt service payments consisting of principle and interest with a fixed balloon payment of $1.6 million at loan completion, November 13, 2017.
 
NOTE I—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.
 

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Table of Contents
 
Management’s Discussion and Analysis of Financial Conditionand Results of Operations
 
Results of Operations
 
Net Sales were $145.0 for the second quarter of fiscal 2003, an increase of 15.3% over the second quarter of fiscal 2002. For the first six months of fiscal 2003, sales were $282.4 million, an increase of 16.3% over the same period in fiscal 2002. Higher sales for both the quarter and six-month period were the result of continued growth in shipments to both the remodel and new home construction markets. Overall unit volume between periods was up 10.3% due to the combination of new products and new outlets. The average revenue per unit in the most recent quarter increased 4.6% due to a shift in product mix.
 
Gross margin for the second quarter of fiscal 2003 was 24.3% down from 25.0% for the second quarter of fiscal 2002. For the first six months of fiscal 2003, gross margin was 25.2% down slightly from 25.4% in the same period of fiscal 2002. Favorable freight and material costs were offset by higher labor and overhead cost, for both the quarter and six month periods. Labor costs increased due to higher crewing and increased benefits cost. Increases in labor were the result of hiring at the newest facilities to support increased volumes and the startup of finishing operations at the Company’s Kingman, AZ facility. In addition, the Company incurred some labor inefficiencies as it rationalized new material flows associated with new capacity. Benefits increased due to higher head count and general health care inflationary pressures. Overhead costs were up due to higher depreciation and other operating costs associated with the Company’s capital expansion program.
 
Selling and marketing expenses for the second quarter of fiscal 2003 were $14.0 million or 9.7% of sales compared to $12.8 million or 10.1% of sales for the same period in fiscal 2002. For the first six months of fiscal 2003, selling and marketing expenses were $27.7 million or 9.8% of sales compared to $24.8 million or 10.2% of sales for the first six months of fiscal 2002. The decrease as a percent of sales in both periods was attributable to favorable leverage gained in merchandising and promotional expenses, due to product mix combined with cost management efforts.
 
General and administrative expenses for the second quarter of fiscal 2003 were $6.1 million or 4.2% of net sales compared to $5.3 million or 4.2% of net sales in the first quarter of fiscal 2002. For the first six months of fiscal 2003, G&A expenses were $12.9 million or 4.6% of sales compared to $10.8 million or 4.4% of sales for the period of fiscal 2002. Increases of $0.8 million and $2.1 million for the second quarter and six month periods respectively, were the result of higher headcount and miscellaneous overhead. For the second quarter favorable leverage was expected as higher sales offset higher costs.
 
Interest expense for the second quarter and six-month period of fiscal 2003 was $82 thousand compared to $224 thousand and $485 thousand for similar periods in fiscal 2002. The decrease is attributable to lower long-term debt levels and capitalized interest as a result of the Company’s capital expansion program.
 
Liquidity and Capital Resources
 
The Company’s operating activities generated $22.3 million in net cash during the first six months of fiscal 2003 compared to $17.2 million for the same period in fiscal 2002. This favorable cash position was realized due to increases in net income and the provision for depreciation and amortization, and decreased use of cash for accrued compensation and related expenses and other assets. The change in other assets, period to period, was the result of fewer planned display additions and the phase out of Thomasville displays.
 

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Table of Contents
 
Capital spending during the first six months of fiscal 2003 was $22.6 million compared to $8.1 million in the same period of fiscal 2002. Capital spending rose due to the completion of the new assembly facility in Tahlequah, OK, and the new lumber processing facility in Hazard, KY. Additionally, expansion projects were completed at the lumber processing facility in Monticello, KY, and the assembly facility in Kingman, AZ. The Company expects to continue with its capital spending plans for the remainder of fiscal 2003 as it completes projects and makes additional investments. Total capital spending is expected to be between $7.5 million and $10.5 million for the remainder of the fiscal year.
 
Net cash used by financing activities was $6.3 million for the first six months of fiscal 2003 compared to net cash used of $1.3 million in the first six months of fiscal 2002. The Company repurchased $5.7 million in common stock and paid cash dividends of $822 thousand during the first six months of fiscal 2003. Subsequent to the second quarter of fiscal 2003, on November 13, 2002, the Company received a 15-year, $6.0 million loan from the Hazard, KY Regional Authority in connection with the completion of the Hazard, KY lumber processing facility. The loan bears a fixed 2% interest rate, requires annual principle and interest payments, and carries a $1.6 million payment due upon loan termination on November 13, 2017.
 
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 2003.
 
Legal Matters
 
The Company is involved in various suits and claims in the normal course of business that 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 November 21, 2002, the Board of Directors approved a $.05 per share cash dividend on its Common Stock. The cash dividend will be paid on December 23, 2002, to shareholders of record on December 9, 2002.
 
Item
 
3.   Quantitative and Qualitative Disclosures 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. The Company has generally been able over time to recover the effects of inflation and commodity price fluctuations through sales price increases.
 
On October 31, 2002, the Company had no material exposure to changes in interest rates for its debt agreements. All significant borrowings of the Company carry a fixed interest rate between 5% and 6%.

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Table of Contents
 
We participate in an industry that is subject to rapidly changing conditions. Forward-looking statements, contained in this Management’s Discussion and Analysis 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, and (7) 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 operating results.
 
Item
 
4.   Controls and Procedures
 
During the 90-day period prior to the date of this report, an evaluation was performed under the supervision and with the participation of our Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. Subsequent to the date of this evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, and no corrective actions taken with regard to significant deficiencies or material weaknesses in such controls.
 
PART II. OTHER INFORMATION
 
Item 6.   Exhibits and Reports on Form 8-K
 
(a)    Exhibits.
 
99.1
   
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (18 U.S.C. Section 1350). Filed herewith.
99.2
   
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sabanes-Oxley Act of 2002 (18 U.S.C. Section 1350). Filed herewith.
3.1
   
Articles of Incorporation as amended effective August 12, 1987 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 1988).
3.2
   
Bylaws of the Registrant as amended on November 28, 2001 (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 10-K (Commission File No. 0-14798) for year ended April 30, 2002).
10.1
   
Loan Agreement between Perry, Harlan, Leslie, Brethitt Regional Industrial Authority, Inc. as of March 1, 2002 (Filed Herewith)
 
(b)    Reports on Form 8-K.
 
        The Company did not file any reports on Form 8-K during the three months ended October 31, 2002.

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Table of Contents
 
SIGNATURES
 
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.
Dennis M. Nolan, Jr.
Corporate Controller
      
/s/    Kent B. Guichard
Kent B. Guichard
Senior Vice President, Finance and
Chief Financial Office
Date: December 12, 2002
Signing on behalf of the
registrant and as principal
accounting officer
      
Date: December 12, 2002
Signing on behalf of the
registrant and as principal
financial officer
 
CERTIFICATION UNDER SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
 
CERTIFICATIONS
 
I, James J. Gosa, certify that:
 
 
1.
 
I have reviewed this quarterly report on Form 10-Q of American Woodmark Corporation;
 
 
2.
 
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
 
3.
 
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
 
4.
 
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
 
(i)
 
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
 
(ii)
 
evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
 
(iii)
 
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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Table of Contents
 
 
5.
 
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
 
(i)
 
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
 
(ii)
 
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
 
6.
 
The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 
/s/    James J. Gosa
James J. Gosa
President and Chief Executive Officer
(Principal Executive Officer)
Date: December 12, 2002
     
 
I, Kent B. Guichard, certify that:
 
 
1.
 
I have reviewed this quarterly report on Form 10-Q of American Woodmark Corporation;
 
 
2.
 
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
 
3.
 
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
 
4.
 
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
 
 
(i)
 
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
 
(ii)
 
evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
 
(iii)
 
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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5.
 
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
 
(i)
 
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
 
(ii)
 
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
 
 
6.
 
The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
 
/s/    Kent B. Guichard
Kent B. Guichard
Senior Vice President, Finance and
  Chief Financial Officer
(Principal Financial Officer)
Date: December 12, 2002
     

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