<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 January 31, 1996
_____ 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 0-5286
KEWAUNEE SCIENTIFIC CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-0715562
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 West Front Street
Statesville, North Carolina 28677
- ------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(704) 873-7202
----------------------------
(Registrant's telephone number, including area code)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------- -------
As of February 29, 1996, the Registrant had outstanding 2,366,717 shares of
Common Stock.
Pages: This report, including exhibits, contains 13 pages numbered
sequentially from this cover page.
<PAGE>
KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED January 31, 1996
Page
Number
------
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Condensed Statements of Operations -
Three and nine months ended January 31, 1996 and 1995 3
Condensed Balance Sheets - January 31, 1996
and April 30, 1995 4
Condensed Statements of Cash Flows -
Nine months ended January 31, 1996 and 1995 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Review by Independent Accountants 10
Independent Accountants' Review Report 11
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
- ---------
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
Kewaunee Scientific Corporation
Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
January 31 January 31
------------------- ------------------
1996 1995 1996 1995
------- ------- ------- -------
($ in thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales $12,719 $15,877 $43,652 $47,303
Cost of products sold 10,291 13,177 35,555 39,737
------- ------- ------- -------
Gross profit 2,428 2,700 8,097 7,566
Operating expenses 2,377 2,447 7,472 8,661
------- ------- ------- -------
Operating earnings (loss) 51 253 625 (1,095)
Interest expense (155) (168) (550) (350)
Other income, net 191 13 230 203
------- ------- ------- -------
Earnings (loss) before
income taxes 87 98 305 1,242
Income tax expense -- 28 -- --
Net earnings (loss) $ 87 $ 70 $ 305 $(1,242)
======= ======= ======= =======
Per share data:
Earnings (loss)
per common share $0.04 $0.03 $0.13 ($0.52)
Average number of common
shares outstanding
(in thousands) 2,367 2,367 2,367 2,367
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
Kewaunee Scientific Corporation
Condensed Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
January 31, April 30,
1996 1995
----------- ---------
($ in thousands)
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash $ 25 $ 58
Short-term investments 0 350
Receivables 13,215 15,571
Inventories 2,155 1,336
Prepaid expenses and other current assets 1,316 1,115
-------- --------
Total current assets 16,711 18,430
-------- --------
Property, plant and equipment, at cost 26,046 25,233
Accumulated depreciation (15,323) (14,113)
-------- --------
Net property, plant and equipment 10,723 11,120
-------- --------
Other assets 501 524
-------- --------
$ 27,935 $ 30,074
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Short-term borrowings $ 1,243 $ 2,239
Current portion of long-term debt 178 111
Accounts payable 4,356 5,494
Other current liabilities 3,320 3,858
-------- --------
Total current liabilities 9,097 11,702
-------- --------
Long-term debt 3,372 3,206
-------- --------
Deferred income taxes and other non-current liabilities 1,007 1,012
-------- --------
Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 116 116
Retained earnings 9,305 9,000
Common stock in treasury, at cost (1,512) (1,512)
-------- --------
Total stockholders' equity 14,459 14,154
-------- --------
$ 27,935 $ 30,074
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
Kewaunee Scientific Corporation
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
January 31
------------------
1996 1995
------- -------
($ in thousands)
<S> <C> <C>
Cash flows from operating activities
Net earnings (loss) $ 305 $(1,242)
Adjustments to reconcile net earnings (loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 1,213 1,433
Provision for bad debts 45 125
Decrease (increase) in receivables 2,311 (839)
Increase in inventories (819) (227)
Decrease in accounts payable and other current liabilities (1,676) (57)
Other, net (183) (47)
------- -------
Net cash provided by (used in) operating activities (1,196) (854)
------- -------
Cash flows from investing activities
Capital expenditures (478) (517)
Decrease (increase) in short-term investments 350 (394)
------- -------
Net cash used in investing activities (128) (911)
------- -------
Cash flows from financing activities
Net (decrease) increase in short-term borrowings (996) 2,137
Repayment of long-term debt including current maturities (105) (3,401)
Proceeds from revolving credit facility classified as long-term -- 3,000
------- -------
Net cash (used in) provided by financing activities (1,101) 1,736
------- -------
Decrease in cash (33) (29)
Cash at beginning of period 58 162
Cash at end of period $ 25 $ 133
======= =======
Supplemental disclosure of cash flow information
Interest paid $ 471 $ 292
Income taxes paid, net $ 4 $ 29
Supplemental disclosure of non-cash financing activities
Equipment acquired under financing arrangements $ 338 --
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>
Kewaunee Scientific Corporation
Notes to Condensed Financial Statements
(unaudited)
A. Financial Information
- -------------------------
The unaudited interim condensed financial statements of Kewaunee Scientific
Corporation (the "Company" or "Kewaunee") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (the
"Commission"). Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These interim
condensed financial statements should be read in conjunction with the financial
statements and notes included in the Company's 1995 Annual Report to
Stockholders.
In the opinion of management, the interim condensed financial statements
reflect all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the interim periods. The results of
operations for the interim periods are not necessarily indicative of the
results of operations to be expected for the full year.
B. Inventories
- ---------------
Inventories consisted of the following (in thousands):
January 31, 1996 April 30, 1995
---------------- --------------
Finished products $ 660 $ 280
Work-in-process 430 345
Raw materials 1,065 711
------ ------
$2,155 $1,336
====== ======
C. Balance Sheet
- -----------------
The Company's April 30, 1995 condensed balance sheet as presented herein is
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's 1995 Annual Report to Stockholders contains management's
discussion and analysis of financial condition and results of operations at and
for the year ended April 30, 1995. The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
1995. The analysis of results of operations compares the three months and nine
months ended January 31, 1996 with the comparable periods of the prior fiscal
year.
Results of Operations
- ---------------------
The Company recorded sales of $12.7 million for the three months ended January
31, 1996, down 19.9% from sales of $15.9 million for the comparable period of
the prior year. Sales for the nine months ended January 31, 1996 were $43.7
million, down 7.7% from sales of $47.3 million in the comparable period of the
prior year. As compared to the prior fiscal year, the majority of the sales
declines for the current year occurred in the low-margin contract-bid business.
These declines were in line with the Company's projections, based on current
market demand for laboratory furniture and the Company's marketing strategies to
improve profits through lower sales volumes of contract-bid laboratory
furniture.
The Company's gross profit margins for the three months and nine months ended
January 31, 1996 were 19.1% and 18.5%, respectively, compared with 17.0% and
16.0% for the comparable periods of the prior fiscal year. Current year gross
profit margins were favorably affected by several factors, including a more
favorable product sales mix, cost improvements, and changes in the Company's
pricing strategies.
Operating expenses for the three months and nine months ended January 31, 1996
were $2.4 million and $7.5 million, or 18.7% and 17.1% of sales, respectively.
This compares to operating expenses of $2.4 million and $8.7 million, or 15.4%
and 18.3% of sales, respectively, for the comparable periods of the prior fiscal
year. The reduction in operating expenses for the nine months of the year as
compared to the prior fiscal year resulted from a variety of cost improvement
actions including, in particular, the full impact of reductions in management
and administrative personnel which occurred late in the second quarter of the
prior fiscal year.
Operating earnings of $51,000 and $625,000 were recorded for the three months
and nine months ended January 31, 1996. This compares to operating earnings of
$253,000 and operating losses of $1.1 million, respectively, for the comparable
periods of the prior fiscal year.
Other income was $191,000 and $230,000 for the three months and nine months
ended January 31, 1996, respectively, compared to other income of $13,000 and
$203,000 for the comparable periods of the prior fiscal year. Other income for
the current year included $180,000 of life insurance proceeds received in
connection with one of the Company's employee benefit plans. Prior year other
income included a cash settlement received in the first quarter of the prior
year related to an investment that had been written down.
Interest expense was $155,000 and $550,000 for the three months and nine months
ended January 31, 1996, respectively, compared to interest expense of $168,000
and $350,000 for the comparable periods of the prior fiscal year. The decrease
in interest expense for the three months ended January 31, 1996 is a result of
<PAGE>
reduced levels of average debt during the quarter. The increase in interest
expense for the nine months ended January 31, 1996 resulted from higher levels
of average debt and higher interest rates during the first and second quarters
of the current year.
No income tax expense or benefit was recorded for the three months and nine
months ended January 31, 1996. Income tax expense of $28,000 was recorded for
the three months ended January 31, 1995, and no tax benefit or expense was
recorded for the nine-month period then ended. The effective tax rate for each
of these periods differs from the related statutory rates due to adjustments to
the deferred tax valuation allowance. The deferred tax amounts at January 31,
1996 have been substantially reduced by the valuation allowance to reflect the
uncertainty of their ultimate full recoverability.
Net earnings of $87,000 and $305,000, or 4 cents per share, and 13 cents per
share, were recorded for the three months and nine months ended January 31,
1996, respectively. This compares to net earnings of $70,000 and net losses of
$1,242,000, or 3 cents per share and 52 cents per share, respectively, for the
comparable periods of the prior fiscal year.
Liquidity and Capital Resources
- -------------------------------
Historically, the Company's principal sources of liquidity have been funds
generated from operations, supplemented as needed by short-term borrowings.
The Company believes that these sources will be sufficient to support ongoing
business levels.
The Company had working capital of $7.6 million at January 31, 1996, as
compared to $6.7 million at April 30, 1995. The ratio of current assets to
current liabilities was 1.8-to-1 at January 31, 1996 as compared to 1.6-to-1 at
April 30, 1995. The debt-to-equity ratio was .33-to-1 at January 31, 1996, as
compared to .39-to-1 at April 30, 1995. The Company had unused credit
available under a revolving credit facility of $2.3 million at January 31,
1996, as compared to unused credit available under this facility of $2.1
million at April 30, 1995.
The Company's operations generated cash of $1.2 million during the nine months
ended January 31, 1996. This increase was primarily attributable to operating
earnings and a decrease in customer receivables, offset by decreases in
accounts payable and other accrued liabilities. The Company's operations used
cash of $854,000 during the nine months ended January 31, 1995, primarily due
to an increase in customer receivables.
The Company used cash of $478,000 for capital expenditures during the nine
months ended January 31, 1996, and used cash of $517,000 for such expenditures
during the comparable period of the prior fiscal year, in both instances
primarily for the purchase of production machinery. The Company does not
anticipate an abnormal level of capital expenditures for the remainder of the
current fiscal year.
The Company decreased its short-term borrowings by $1.0 million during the nine
months ended January 31, 1996, using cash provided by operating activities.
The Company increased its short-term borrowings by $2.1 million during the nine
months ended January 31, 1995, primarily to fund operating and investing
activities. The Company used cash of $105,000 for scheduled principal payments
on long-term debt during the nine months ended January 31, 1996. The Company
used cash of $3.4 million for principal payments on long-term debt during the
nine months ended January 31, 1995, including the retirement of the Company's
<PAGE>
obligations under its Industrial Development Revenue Bonds.
No cash dividends were paid on the Company's common stock during the nine
months ended January 31, 1996 or the nine months ended January 31, 1995. The
payment of such dividends in the future will be evaluated by the Company's
Board of Directors on a periodic basis giving consideration to the Company's
actual and anticipated future operating results.
<PAGE>
REVIEW BY INDEPENDENT ACCOUNTANTS
A review of the interim financial information included in this Quarterly Report
on Form 10-Q for the three months and nine months ended January 31, 1996 has
been performed by Deloitte & Touche LLP, the Company's independent accountants.
Their report on the interim financial information follows. There have been no
adjustments or disclosures proposed by Deloitte & Touche LLP which have not
been reflected in the interim financial information.
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholders of
Kewaunee Scientific Corporation
Statesville, North Carolina
We have reviewed the accompanying condensed balance sheet of Kewaunee
Scientific Corporation as of January 31, 1996, and the related condensed
statements of operations for the three-month and nine-month periods ended
January 31, 1996 and 1995, and the condensed statements of cash flows for the
nine months ended January 31, 1996 and 1995. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Kewaunee Scientific Corporation as of April 30,
1995, and the related statements of operations and retained earnings and cash
flows for the year then ended (not presented herein); and in our report dated
June 2, 1995, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed balance sheet as of April 30, 1995 is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 14, 1996
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Sequential
Exhibit Page
Number Description Number
------- ----------- ----------
27 Financial Data Schedule 14
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Commission during the
three months ended January 31, 1996.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEWAUNEE SCIENTIFIC CORPORATION
-------------------------------
(Registrant)
Date: March 8, 1996 By /s/ D. Michael Parker
---------------------------
D. Michael Parker
Vice President of Finance
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Company's Financial Statements for the third quarter ended January 31, 1996
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> JAN-31-1996
<CASH> 25
<SECURITIES> 0
<RECEIVABLES> 13,215
<ALLOWANCES> 0
<INVENTORY> 2,155
<CURRENT-ASSETS> 16,711
<PP&E> 26,046
<DEPRECIATION> 15,323
<TOTAL-ASSETS> 27,935
<CURRENT-LIABILITIES> 9,097
<BONDS> 0
<COMMON> 6,550
0
0
<OTHER-SE> 7,909
<TOTAL-LIABILITY-AND-EQUITY> 27,935
<SALES> 43,652
<TOTAL-REVENUES> 43,652
<CGS> 35,555
<TOTAL-COSTS> 35,555
<OTHER-EXPENSES> 7,472
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 550
<INCOME-PRETAX> 305
<INCOME-TAX> 0
<INCOME-CONTINUING> 305
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 305
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
