<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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| 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
-----
| | 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 August 27, 1999, the Registrant had outstanding 2,447,046 shares of Common
Stock.
Pages: This report, excluding exhibits, contains 15 pages numbered sequentially
from this cover page.
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KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1999
Number Page
- ------ ----
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Condensed Statements of Operations -
Three months ended July 31, 1999 and 1998 3
Condensed Balance Sheets - July 31, 1999
and April 30, 1999 4
Condensed Statements of Cash Flows -
Three months ended July 31, 1999 and 1998 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Review by Independent Accountants 12
Report by Independent Accountants 13
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
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2
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
Kewaunee Scientific Corporation
Condensed Statements of Operations
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
July 31
-------------------
1999 1998
-------------------
<S> <C> <C>
Net sales $20,065 $19,624
Costs of products sold 15,435 15,202
------- -------
Gross profit 4,630 4,422
Operating expenses 3,269 3,123
------- -------
Operating earnings 1,361 1,299
Interest expense (39) (12)
Other income (expense), net 148 (10)
------- -------
Earnings before income taxes 1,470 1,277
Income tax expense 566 511
------- -------
Net earnings $904 $766
======= =======
Net earnings per share
Basic $0.37 $0.32
Diluted $0.37 $0.31
Average number of common shares
outstanding (in thousands)
Basic 2,444 2,423
Diluted 2,469 2,458
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
Kewaunee Scientific Corporation
Condensed Balance Sheets
($ in thousands)
<TABLE>
<CAPTION>
July 31 April 30
1999 1999
-------- ---------
<S> <C> <C>
Assets (Unaudited)
- ------
Current assets:
Cash and cash equivalents $8 $8
Receivables 18,247 17,231
Inventories 3,504 2,940
Deferred income taxes 1,026 1,026
Prepaid expenses and other current assets 646 626
--------- ---------
Total current assets 23,431 21,831
--------- ---------
Property, plant and equipment, at cost 30,795 30,302
Accumulated depreciation (18,647) (18,177)
--------- ---------
Net property, plant and equipment 12,148 12,125
--------- ---------
Other assets 2,143 2,079
--------- ---------
Total Assets $37,722 $36,035
========= =========
Liabilities and Stockholders' Equity
- ---------------------------------------
Current liabilities:
Short-term borrowings 2,249 939
Accounts payable 6,331 6,566
Employee compensation and amounts withheld 1,594 1,973
Other accrued expenses 2,394 2,194
--------- ---------
Total current liabilities 12,568 11,672
--------- ---------
Deferred income taxes 1,074 1,074
Accrued employee benefit plan costs 1,257 1,257
--------- ---------
Total Liabilities 14,899 14,003
--------- ---------
Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 117 148
Retained earnings 17,187 16,429
Common stock in treasury, at cost (1,031) (1,095)
--------- ---------
Total stockholders' equity 22,823 22,032
--------- ---------
Total Liabilities and Stockholders' Equity $37,722 $36,035
========= =========
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
Kewaunee Scientific Corporation
Condensed Statements of Cash Flows
(Unaudited)
($ in thousands )
<TABLE>
<CAPTION>
Three months ended
July 31
---------- ----------
1999 1998
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $904 $766
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation 502 456
Provision for bad debts 32 49
Increase in receivables (1,048) (710)
(Increase) decrease in inventories (564) 550
Decrease in accounts payable and
other current liabilities (414) (894)
Other, net (84) (358)
---------- ---------
Net cash used in operating activities (672) (141)
---------- ---------
Cash flows from investing activities:
Capital expenditures (525) (1,118)
--------- ---------
Net cash used in investing activities (525) (1,118)
---------- ---------
Cash flows from financing activities:
Net increase in short-term borrowings 1,310 0
Dividends paid (146) (121)
Proceeds from exercise of stock options 33 42
---------- ---------
Net cash (used in) provided by financing activities 1,197 (79)
---------- ---------
Increase (decrease) in cash and cash equivalents 0 (1,338)
Cash and cash equivalents, beginning of period 8 1,809
---------- ---------
Cash and cash equivalents, end of period $8 $471
========== =========
Supplemental disclosure:
Interest paid $33 $10
Income taxes paid $40 $840
See accompanying notes to condensed financial statements.
</TABLE>
5
<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 1999 Annual Report to
Stockholders.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect reported amounts and disclosures. Actual results could
differ from those estimates.
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):
July 31, 1999 April 30,1999
------------- -------------
Finished products $ 716 $ 594
Work in process 977 911
Raw materials 1,811 1,435
------ ------
$3,504 $2,940
====== ======
C. Balance Sheet
- -----------------
The Company's April 30, 1999 condensed balance sheet as presented herein is
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles.
6
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D. Segment Information
- ----------------------
The following table shows net sales and profits by business segment for three
months ended July 31, 1999 and 1998.
Laboratory Technical
Products Products Corporate Total
---------- -------- ---------- -------
Three months ended
July 31, 1999
- ------------------------
Revenues from
external customers $16,384 $3,681 -- $20,065
Intersegment revenues -- 63 (63) --
Segment profit 1,103 337 30 1,470
Three months ended
July 31, 1998
- ------------------
Revenues from
external customers $17,306 $2,318 -- $19,624
Intersegment revenues -- 106 (106) --
Segment profit 1,281 201 (205) 1,277
7
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
The Company's 1999 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, 1999. The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
1999. The analysis of results of operations compares the three months ended
July 31, 1999 with the comparable period of the prior fiscal year.
Results of Operations
- ---------------------
The Company recorded sales of $20.1 million for the three months ended July 31,
1999, up 2.2% from sales of $19.6 million for the comparable period of the prior
year. The sales increase for the current quarter resulted primarily from
increased sales of technical products, partially offset by lower sales of
laboratory products.
The Company's gross profit margin for the three months ended July 31, 1999 was
23.1%, compared to 22.5% for the comparable period of the prior fiscal year.
The increase in the gross profit margin for the quarter resulted primarily from
differences in the product sales mix for the two periods.
Operating expenses for the three months ended July 31, 1999 were $3.3 million,
up from operating expenses of $3.1 million for the comparable period of the
prior fiscal year. As a percent of sales, operating expenses for the three
months ended July 31, 1999 were 16.3% of sales as compared to 15.9% of sales for
the comparable period of the prior fiscal year. The increase in operating
expenses for the quarter was primarily attributable to increased sales
commissions resulting from the change in the product sales mix.
Operating earnings of $1.4 million were recorded for the three months ended July
31, 1999, as compared to $1.3 million recorded in the comparable period of the
prior fiscal year.
8
<PAGE>
Interest expense was $39,000 for the three months ended July 31, 1999, compared
to $12,000 for the comparable period of the prior fiscal year. The increase in
interest expense for the current quarter resulted primarily from higher levels
of debt under the Company's revolving credit facility.
Other income was $148,000 for the three months ended July 31, 1999, compared to
other expense of $10,000 for the comparable period of the prior fiscal year.
Other income of $140,000 was recorded in the current quarter resulting from a
litigation settlement with certain suppliers for overcharges in earlier years.
Income tax expense of $566,000 was recorded for the three months ended July 31,
1999, as compared to an income tax expense of $511,000 recorded for the
comparable period of the prior fiscal year. The effective tax rate was 38.5%
for the period ended July 31, 1999 and 40% for the period ended July 31, 1998.
Net earnings of $904,000, or $.37 per diluted share, was recorded for the three
months ended July 31, 1999, compared to net earnings of $766,000, or $.31 per
diluted share, for the comparable period of the prior fiscal year, as a result
of the factors discussed above.
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, including capital expenditures through the current fiscal year.
The Company had working capital of $10.9 million at July 31, 1999, as compared
to $10.2 million at April 30, 1999. The ratio of current assets to current
liabilities was 1.86-to-1 at July 31, 1999, as compared to 1.87-to-1 at April
30, 1999. At July 31, 1999, advances of $2,249,000 were outstanding under the
revolving credit loan. No advances were outstanding under the equipment loan
component of the credit facility.
9
<PAGE>
The Company's operations used cash of $672,000 during the three months ended
July 31, 1999. This usage was primarily attributable to increases in customer
receivables and inventory and a decrease in accounts payable, partially offset
by operating earnings. The Company's operations used cash of $141,000 during the
three months ended July 31, 1998, primarily to support an increase in customer
receivables.
During the three months ended July 31, 1999, the Company used cash of $525,000
for capital expenditures, primarily production equipment, compared to the use of
$1.1 million for such expenditures in the comparable period of the prior fiscal
year.
Year 2000
- ---------
The scope of the Company's Y2K readiness effort has included: (1) evaluating
information technology such as hardware and software; (2) investigating other
systems or embedded technology contained in various manufacturing, environmental
and safety systems, and facilities; (3) assessing the readiness of key third
parties, including suppliers and utility vendors; and (4) determining the need
for contingency plans, and developing such plans if considered appropriate.
The Company established project teams to address the Y2K issue. Through the
efforts of the individuals on these teams, key components in both information
technology systems and in non-IT systems were inventoried and assessed for
compliance, and plans were implemented for any required system modifications or
replacements. The Company's major business systems were Y2K compliant as of
April 30, 1999. Remediation and testing activities are substantially completed
and are scheduled to be fully completed by September 30, 1999.
The Company is in contact with suppliers and other third parties to assure no
interruption occurs concerning Y2K compliance issues. Inquiries were made to all
suppliers, with the highest priority placed on suppliers that are critical to
the business. For those suppliers that were either determined to be critical to
the business or those that were not considered to be making sufficient progress
in becoming Y2K compliant in a timely manner, the Company is currently assessing
various potential risks and whether contingency plans are appropriate.
10
<PAGE>
While the Company does not anticipate a major interruption of its business
activities because of the Y2K issue, the greatest exposure to risk will most
likely be associated with a supplier rather than due to an internal failure.
Although actions described above have been performed to address third party
issues, the Company is not able to require compliance actions by such parties,
and the Company is not in a position to identify or avoid all possible
scenarios. The Company's assessment of whether contingency plans are necessary
will continue through calendar year 1999 as the Company learns more about the
preparation and vulnerabilities of third parties. If considered necessary, such
plans will be put in place prior to December 30, 1999. Due to the large number
of variables involved, the Company cannot provide an estimate of potential
damages related to possible Y2K failures. The Company's expenditures related to
Y2K compliance are expected to be less than $100,000, and substantially all of
the expenditures were made in fiscal year 1999 and reflected in the financial
statements for that year.
Safe Harbor Statement under the Private Securities
- --------------------------------------------------
Litigation Reform Act of 1995
- -----------------------------
Certain statements in this report constitute "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could significantly impact results or
achievements expressed or implied by such forward-looking statements. These
factors include, but are not limited to, economic, competitive, governmental,
and technological factors affecting the Company's operations, markets, products,
including Year 2000 compliance activities of the Company and third parties,
services, and prices. The cautionary statements made pursuant to the Reform Act
herein and elsewhere by the Company should not be construed as exhaustive or as
any admission regarding the adequacy of disclosures made by the Company prior to
the effective date of the Reform Act. The Company cannot always predict what
factors would cause actual results to differ materially from those indicated by
the forward-looking statements. In addition, readers are urged to consider
statements that include the terms "believes", "belief", "expects", "plans",
"objectives", "anticipates", "intends" or the like to be uncertain and forward-
looking.
11
<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 ended July 31, 1999 has been performed by
PricewaterhouseCoopers LLP, the Company's independent accountants. Their report
on the interim financial information follows.
12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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 July 31, 1999, and the related condensed statements of
operations and of cash flows for the three-month period then ended. 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 the accompanying financial information for it to be in conformity
with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the balance sheet as of April 30, 1999 and the related statements of operations,
of stockholders' equity, and of cash flows for the year then ended (not
presented herein), and in our report dated June 3, 1999 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, 1999, is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
PricewaterhouseCoopers LLP
Charlotte, North Carolina
August 13, 1999
13
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on August 25,
1999. Each of the nominees for Class I directors was re-elected. The
votes cast for and withheld from each such director were as follows:
Director For Withheld
------- --------- --------
Margaret Barr Bruemmer 2,192,887 11,065
Wiley N. Caldwell 2,190,837 13,115
Thomas F. Pyle 2,188,887 15,065
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Commission during the
three months ended July 31, 1999.
14
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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: September 10, 1999 By /s/ D. Michael Parker
--------------------------------
D. Michael Parker
Vice President of Finance
Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> JUL-31-1999
<CASH> 8
<SECURITIES> 0
<RECEIVABLES> 18,247
<ALLOWANCES> 0
<INVENTORY> 3,504
<CURRENT-ASSETS> 23,431
<PP&E> 30,795
<DEPRECIATION> 18,647
<TOTAL-ASSETS> 37,722
<CURRENT-LIABILITIES> 12,568
<BONDS> 0
0
0
<COMMON> 6,550
<OTHER-SE> 16,273
<TOTAL-LIABILITY-AND-EQUITY> 37,722
<SALES> 20,065
<TOTAL-REVENUES> 20,065
<CGS> 15,435
<TOTAL-COSTS> 15,435
<OTHER-EXPENSES> 3,269
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39
<INCOME-PRETAX> 1,470
<INCOME-TAX> 566
<INCOME-CONTINUING> 904
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 904
<EPS-BASIC> 0.37
<EPS-DILUTED> 0.37
</TABLE>
