<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 October 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 December 13, 1999, the Registrant had outstanding 2,466,171 shares of
Common Stock.
Pages: This report, excluding exhibits, contains 15 pages numbered sequentially
from this cover page.
<PAGE>
KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1999
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Condensed Statements of Operations -
Three months and six months
ended October 31, 1999 and 1998 3
Condensed Balance Sheets - October 31, 1999
and April 30, 1999 4
Condensed Statements of Cash Flows -
Six months ended October 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
- ---------
</TABLE>
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
Kewaunee Scientific Corporation
Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
October 31 October 31
---------- ----------
1999 1998 1999 1998
---- ---- ---- ----
($ in thousands; except per share data)
<S> <C> <C> <C> <C>
Net sales $19,551 $19,253 $39,616 $38,877
Cost of products sold 15,206 15,229 30,641 30,431
------- ------- ------- -------
Gross profit 4,345 4,024 8,975 8,446
Operating expenses 3,183 2,985 6,452 6,108
------- ------- ------- -------
Operating earnings 1,162 1,039 2,523 2,338
Interest expense (52) (14) (91) (26)
Other income (expense), net 94 (18) 242 (28)
------- ------- ------- -------
Earnings before income taxes 1,204 1,007 2,674 2,284
Income tax expense (benefit) 464 402 1,030 913
------- ------- ------- -------
Net earnings $ 740 $ 605 $ 1,644 $ 1,371
======= ======= ======= =======
Net earnings per share-
Basic $0.30 $0.25 $0.67 $0.56
Diluted $0.30 $0.25 $0.66 $0.56
Average number of common
shares outstanding (in thousands)-
Basic 2,450 2,434 2,447 2,429
Diluted 2,473 2,466 2,471 2,462
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
Kewaunee Scientific Corporation
Condensed Balance Sheets
($ in thousands)
<TABLE>
<CAPTION>
October 31 April 30
1999 1999
---- ----
<S> <C> <C>
(Unaudited)
Assets
- ------
Currents assets:
Cash and cash equivalents $ 11 $ 8
Receivables 17,001 17,231
Inventories 3,274 2,940
Deferred income taxes 1,026 1,026
Prepaid expenses and other current assets 584 626
-------- --------
Total current assets 21,896 21,831
-------- --------
Property, plant and equipment, at cost 32,090 30,302
Accumulated depreciation (19,149) (18,177)
-------- --------
Net property, plant and equipment 12,941 12,125
-------- --------
Other assets 2,331 2,079
-------- --------
Total Assets $ 37,168 $ 36,035
======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Short-term borrowings $ 2,121 $ 939
Accounts payable 5,271 6,566
Employee compensation and amounts withheld 1,349 1,973
Other current liabilities 2,643 2,194
-------- --------
Total current liabilities 11,384 11,672
-------- --------
Deferred income taxes 1,074 1,074
Accrued employee benefit plan costs 1,257 1,257
-------- --------
Total Liabilities 13,715 14,003
-------- --------
Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 92 148
Retained earnings 17,779 16,429
Common stock in treasury, at cost (968) (1,095)
-------- --------
Total stockholders' equity 23,453 22,032
-------- --------
Total Liabilities and Stockholders' Equity $ 37,168 $ 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>
Six months ended
October 31
----------
<S> <C> <C>
1999 1998
------- -------
Cash flows from operating activities:
Net earnings $ 1,644 $ 1,371
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 1,005 926
Provision for bad debts 64 96
(Increase) decrease in receivables 166 (1,672)
(Increase) decrease in inventories (334) 126
Increase (decrease) in accounts payable
and other current liabilities (1,471) (145)
Other, net (210) (280)
------- -------
Net cash provided by operating activities 864 422
------- -------
Cash flows from investing activities:
Capital expenditures (1,822) (1,938)
------- -------
Net cash used in investing activities (1,822) (1,938)
------- -------
Cash flows from financing activities:
Net increase in short-term borrowings 1,182 0
Dividends paid (293) (243)
Proceeds from exercise of stock options 72 (70)
------- -------
Net cash (used in) provided by financing activities 961 (173)
------- -------
Increase (decrease) in cash and cash equivalents 3 (1,689)
Cash and cash equivalents, beginning of period 8 1,809
------- -------
Cash and cash equivalents, end of period $ 11 $ 120
======= =======
Supplemental disclosure:
Interest paid $ 85 $ 25
Income taxes paid $ 538 $ 1,356
</TABLE>
See accompanying notes to condensed financial statements.
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):
<TABLE>
<CAPTION>
Oct. 31, 1999 April 30, 1999
------------- --------------
<S> <C> <C>
Finished products $ 668 $ 594
Work in process 919 911
Raw materials 1,687 1,435
------ ------
$3,274 $2,940
====== ======
</TABLE>
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
<PAGE>
D. Segment Information
- -----------------------
The following table shows net sales and profits by business segment for three
months and six months ended October 31, 1999 and 1998.
<TABLE>
<CAPTION>
Laboratory Technical
Products Products Corporate Total
-------- -------- --------- -----
<S> <C> <C> <C> <C>
Three months ended
October 31, 1999
- ----------------
Revenues from
external customers $16,038 $3,513 -- $19,551
Intersegment revenues -- 113 (113) --
Segment profit 978 279 (53) 1,204
Three months ended
October 31, 1998
- ----------------
Revenues from
external customers $17,036 $2,217 -- $19,253
Intersegment revenues -- 170 (170) --
Segment profit 801 109 97 1,007
Six months ended
October 31, 1999
- ----------------
Revenues from
external customers $32,422 $7,194 -- $39,616
Intersegment revenues -- 176 (176) --
Segment profit 2,081 616 (23) 2,674
Six months ended
October 31, 1998
- ----------------
Revenues from
external customers $34,342 $4,535 -- $38,877
Intersegment revenues -- 276 (276) --
Segment profit 2,082 310 (108) 2,284
</TABLE>
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 and six
months ended October 31, 1999 with the comparable periods of the prior fiscal
year.
Results of Operations
- ---------------------
The Company recorded sales of $19.6 million for the three months ended October
31, 1999, up 1.5% from sales of $19.3 million for the comparable period of the
prior year. Sales for the six months ended October 31, 1999 were $39.6 million,
up 1.9% from sales of $38.9 million in the comparable period of the prior year.
The increase in sales for the quarter and six months ended October 31, 1999
resulted primarily from increased unit sales of wood laboratory furniture and
technical products, partially offset by lower sales of steel laboratory
furniture.
The gross profit margin for the quarter ended October 31, 1999 was 22.2% of
sales, as compared to 20.9% of sales in the comparable quarter of the prior
year. The gross profit margin for the six months ended October 31, 1999 was
22.7%, as compared to 21.7% in the comparable period of the prior year. The
increase in the gross profit margins for the quarter and six months resulted
primarily from differences in the product sales mix for the two periods.
Operating expenses for the quarter ended October 31, 1999 were $3.2 million, or
16.3% of sales, as compared to $3.0 million, or 15.5% of sales, in the
comparable quarter of the prior year. Operating expenses for the six months
ended October 31, 1999 were $6.5 million, or 16.3% of sales, as compared to $6.1
million, or 15.7% of sales, in the comparable period of the prior year. The
increase in operating expenses for the quarter and six months was primarily
attributable to increased sales commissions resulting from the change in the
product sales mix.
Operating earnings of $1.2 million and $2.5 million were recorded for the three
months and six months ended October 31, 1999, respectively. This compares to
operating earnings of $1.0 million and $2.3 million for the comparable periods
of the prior year.
Interest expense was $52,000 and $91,000 for the three months and six months
ended October 31, 1999, respectively, compared to $14,000 and $26,000 for the
comparable periods of the prior year. The increase in interest expense in the
current year resulted primarily from higher levels of debt under the Company's
revolving credit facility.
Other income was $94,000 and $242,000 for the three months and six months ended
October 31, 1999, respectively, compared to other expenses of $18,000 and
$28,000 for the comparable
8
<PAGE>
periods of the prior year. Other income of $85,000 and $225,000 for the three
months and six months of the current year, respectively, was recorded resulting
from collections associated with litigation settlements with certain suppliers
for overcharges in earlier years. No significant additional collections are
expected in this matter.
Income tax expense of $464,000 and $1,030,000 was recorded for the three months
and six months ended October 31, 1999, respectively, as compared to income tax
expense of $402,000 and $913,000 recorded for the comparable periods of the
prior year. The effective tax rate was approximately 38.5% for the three and six
months ended October 31, 1999 and 40% for the three and six months period ended
October 31, 1998.
Net earnings of $740,000 and $1.6 million, or $.30 per diluted share and $.66
per diluted share, were recorded for the three months and six months ended
October 31, 1999, respectively. This compares to net earnings of $605,000 and
$1.4 million, or $.25 per diluted share and $.56 per diluted share,
respectively, for the comparable periods of the prior 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, including capital expenditures through the current fiscal year.
The Company had working capital of $10.5 million at October 31, 1999, as
compared to $10.2 million at April 30, 1999. The ratio of current assets to
current liabilities was 1.92-to-1 at October 31, 1999, as compared to 1.87-to-1
at April 30, 1999. At October 31, 1999, advances of $2,121,000 were outstanding
under the Company's revolving credit facility. No advances were outstanding
under the Company's equipment loan component of the credit facility.
The Company's operations provided cash of $864,000 during the six months ended
October 31, 1999, primarily from operating earnings, partially offset by a
decrease in accounts payable and other current liabilities. The Company's
operations provided cash of $422,000 during the six months ended October 31,
1998, primarily from operating earnings, partially offset by an increase in
customer receivables.
During the six months ended October 31, 1999, the Company used cash of
$1,822,000 for capital expenditures, primarily production equipment, compared to
the use of $1,938,000 for capital expenditures in the comparable period of the
prior fiscal year.
9
<PAGE>
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. Testing and required modifications for all other business
systems were complete as of November 15, 1999.
The Company has been 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 has developed
a contingency plan involving alternative suppliers that have stated that they
are Y2K compliant.
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. 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 have been 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
10
<PAGE>
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 and six months ended October 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 October 31, 1999, and the related statements of operations for
each of the three-month and six-month periods ended October 31, 1999 and 1998
and the statements of cash flows for the six-month periods ended October 31,
1999 and 1998. 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 interim 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
November 10, 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. Information regarding the results of this meeting are
incorporated by reference from the Company's Report on Form 10-Q for
the three months ended July 31, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Amendment dated August 26, 1999 to the Bylaws of Kewaunee
Scientific Corporation.
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 October 31, 1999.
14
<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: December 13, 1999 By /s/ D. Michael Parker
-------------------------
D. Michael Parker
Vice President of Finance
Chief Financial Officer
15
<PAGE>
Exhibit 3.1
AMENDMENT TO BYLAWS
RESOLVED, that the Bylaws of Kewaunee Scientific Corporation are hereby amended,
effective August 26, 1999, in the following respects:
Section 3.02 is amended to insert the words "Chairman of the Board, the,"
immediately preceding the word President in the first sentence.
Section 4.03 is amended to insert the words "Chairman of the Board, the,"
immediately prior to the word "President."
Section 4.09 is amended by changing the first sentence to begin: "The Chairman
of the Board or, in his absence, the President shall call to order . . . "
Section 5.03 is amended to insert the words, "Chairman of the Board, the"
immediately prior to the word "President."
Section 5.08 is amended to insert the words, "Chairman of the Board, the"
immediately prior to the word "President."
Section 5.10 is amended by changing the first sentence to read: "At each
meeting of the Board, the Chairman of the Board or, in his absence, the
President, shall preside."
Section 7.01 is amended to insert the words "Chairman of the Board, a"
immediately prior to the word "President."
Section 7.05 is amended by changing the word "President" to read "Chairman of
the Board."
A new Section 7.06 is added, reading as follows:
Section 7.06. The President shall be the chief operating officer of the
corporation and shall be in charge of its day-to-day business operations,
subject to the Chairman of the Board and the Board. The President shall
have such duties and responsibilities as are incident to the position of
Chief Operating Officer or as are assigned to him by the Chairman of the
Board or the Board. In the event of the absence or disability of the
Chairman of the Board, the President shall perform the duties and exercise
the powers of the Chairman of the Board.
<PAGE>
Sections 7.07, 7.08, 7.09 and 7.10 are amended to change the word "President"
wherever it appears to read "Chairman of the Board."
Sections 7.06, 7.07, 7.08, 7.09, 7.10 and 7.11 (as numbered prior to this
amendment) are renumbered as Sections 7.07, 7.08, 7.09, 7.10, 7.11, 7.12.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 17,001
<ALLOWANCES> 0
<INVENTORY> 3,274
<CURRENT-ASSETS> 21,896
<PP&E> 32,090
<DEPRECIATION> 19,149
<TOTAL-ASSETS> 37,168
<CURRENT-LIABILITIES> 11,384
<BONDS> 0
0
0
<COMMON> 6,550
<OTHER-SE> 16,903
<TOTAL-LIABILITY-AND-EQUITY> 37,168
<SALES> 39,616
<TOTAL-REVENUES> 39,616
<CGS> 30,641
<TOTAL-COSTS> 30,641
<OTHER-EXPENSES> 6,452
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 91
<INCOME-PRETAX> 2,674
<INCOME-TAX> 1,030
<INCOME-CONTINUING> 1,644
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,644
<EPS-BASIC> 0.67
<EPS-DILUTED> 0.66
</TABLE>
