<PAGE>
[LOGO OF KEWAUNEE SCIENTIFIC CORPORATION]
Fume Hoods
Wood Cabinetry
Computer Enclosures World of
Steel Cabinetry [GRAPHIC]
Laboratory Furniture Merging
Markets...
Worksurfaces
Mobile Carts
LAN Workstations
Modular Furniture 2000 ANNUAL REPORT
<PAGE>
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CORPORATE PROFILE
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Kewaunee Scientific Corporation is a recognized leader in the design,
manufacture, and installation of scientific and technical furniture. The
Company's Corporate headquarters are located in Statesville, North Carolina. The
manufacturing facilities located in Statesville, produce steel and wood
laboratory furniture, fume hoods, network storage systems, and worksurfaces. The
manufacturing facility located in Lockhart, Texas, produces technical furniture,
including workstations, workbenches, computer enclosures, and related
accessories, all to support local area computer networks and for the storage and
assembly of computers and light electronics.
...Flexibility is our Greatest Asset
[GRAPHIC]
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FINANCIAL HIGHLIGHTS
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Kewaunee Scientific Corporation
<TABLE>
<CAPTION>
$ in thousands, except per share data 2000 1999 Percent Change
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Data:
Net sales $74,798 $77,478 -3.5
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Gross profit $17,083 $17,696 -3.5
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Operating expenses $12,429 $12,315 +0.9
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Operating earnings $ 4,654 $ 5,381 -13.5
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Net earnings $ 3,561 $ 3,396 +4.9
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Net earnings per share
Basic $ 1.45 $ 1.40 +3.6
Diluted $ 1.44 $ 1.38 +4.3
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Return on average equity 15.1% 16.5% --
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Cash dividends per share $ 0.26 $ 0.22 +18.2
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<CAPTION>
Year-End Data:
Net working capital $11,472 $10,159 +12.9
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Total borrowings/long-term debt $ 2,555 $ 939 +172.1
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Stockholders' equity $25,135 $22,032 +14.1
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Book value per share $ 10.19 $ 9.04 +12.7
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Closing market price per share $13.438 $10.125 +32.7
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</TABLE>
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TABLE OF CONTENTS
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2 Letter to our Stockholders
4 Markets/Products
8 Forward Looking Statement Disclosure
8 Management's Discussion and Analysis
10 Financial Statements and Notes
20 Reports of Independent Accountants and Management
21 Summary of Selected Financial Data
22 Quarterly Financial Data
23 Corporate Information
Page 1
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LETTER TO OUR STOCKHOLDERS
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We are delighted to provide to you our report on the Company for fiscal year
2000, as we completed our 94th year of business with record net earnings.
Net earnings for the year increased to $3,561,000, or $1.44 per diluted share,
up 4.9% from net earnings of $3,396,000, or $1.38 per diluted share in the prior
year. Earnings for the year benefited from strong sales of technical furniture
products, increased sales of laboratory products to educational customers, and a
lower effective tax rate. Tax credits, including credits earned in prior years,
decreased our tax rate for the year and increased net earnings by $410,000, or
$.17 per diluted share.
Sales for the year were $74,798,000, a decrease of 3.5% from sales of
$77,478,000 in the prior year. Sales of technical furniture products surged
33.3% during the year to $13,120,000, as we experienced significant growth in
sales of these products to the technology and internet markets. Sales of
laboratory products decreased 8.8% to $61,678,000 during the year, as the
industrial research market for laboratory products softened, particularly in the
second half of the year, while sales to the educational market increased.
Capital investments during the year were $3.4 million, bringing our total
expenditures for the past two years to $7.0 million. The continuing
modernization of our Statesville factories during the year provided significant
improvements in manufacturing efficiencies and product quality, as well as
reducing manufacturing costs and increasing manufacturing capacity. These
factors were very helpful in our winning several important orders during the
fourth quarter and are allowing us to enter new markets of opportunity. The
Company's unfilled sales order backlog increased to $31.5 million at year-end,
up from $27.0 million at April 30, 1999.
We continue to concentrate on the introduction of new products. Several new
technical furniture products introduced during the year, including an innovative
network storage system for hardware components used by the internet and
telecommunications markets, have been well received in the marketplace. We
believe these products have the potential to favorably impact future earnings.
A new energy-efficient Dynamic Barrier fume hood introduced late in the year is
enjoying good market acceptance. This fume hood requires over 70% less exhaust
air volume than a traditional by-pass fume hood, providing significant savings
to the customer on annual energy consumption.
The Company's financial strength continued to improve during the year. We
finished the year with working capital of $11,472,000, up from $10,159,000 at
the end of last year. Stockholders' equity increased during the year to
$25,135,000 at year-end, resulting in a book value per share of $10.19. Our only
borrowings at the end of the year were $2,555,000 in short-term debt.
Page 2
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[PHOTO]
Corporate Executive Officers (left to right):
James J. Rossi, Eli Manchester, Jr., D. Michael Parker, William A. Shumaker,
Kurt P. Rindoks
Outlook
Kewaunee's prospects for the future are very encouraging. We are particularly
excited about the potential for our technical products that serve the
rapidly-expanding high tech and computer markets. To capitalize on these
opportunities, we will continue to seek strategic relationships with customers
and develop distribution channels that will best serve this marketplace.
We think the future will provide opportunities for growth in sales of laboratory
casework, fume hoods, and worksurfaces. Demand for these products in the
educational marketplace is expected to continue to increase, as projected rising
student enrollments should continue to boost new school construction for many
years. The industrial research market, including the biotechnology and
pharmaceutical industries, continues to provide the largest opportunity for
sales of our laboratory products, despite the current softness in this market.
Ongoing support and contributions of our associates, our dealers and direct
sales representatives, our national stocking distributor of laboratory products
- VWR Scientific Products, and our stockholders are essential to our continued
growth and success. To each and all of these groups, we are especially grateful.
Sincerely,
/s/ Eli Manchester, Jr. /s/ William A. Shumaker
Eli Manchester, Jr. William A. Shumaker
Chairman, President,
Chief Executive Officer Chief Operating Officer
July, 2000
Page 3
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LABORATORY PRODUCTS
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Kewaunee provides innovative products and services to highly respected clients
in several major markets:
. Pharmaceutical and Biotechnology
. Industrial and Chemical
. University and Secondary Education
. Health Care and Government
. International
Our extensive product offering is designed with flexibility to meet the
sophisticated demands of any laboratory environment. Utilized individually or in
combination, our casework and fume hood offerings are engineered specifically
for strength, durability, and variety of function. Kewaunee sets the standard in
providing products and services to meet the unique requirements of a diverse
customer base.
[GRAPHIC]
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Pharmaceutical and Biotechnology
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The backbone of the Pharmaceutical and Biotechnology industries is research and
development. All of Kewaunee's standard product lines are specifically designed
for these markets and include the Research Collection of steel casework; Alpha
System of flexible furniture; Supreme Air fume hoods; and Kemresin and Kemresin
Lite worksurfaces. In addition, our Signature Series wood casework is being
increasingly specified in these industries, exemplifying a trend toward merging
markets.
Kewaunee designs, engineers, and manufactures customized components for clients
such as G.D. Searle, Abbott Laboratories, Merck, and Glaxo Wellcome. Our
recently introduced, energy conservation Dynamic Barrier fume hood incorporates
features that will be beneficial for the type of research these companies
conduct.
[GRAPHIC]
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Industrial and Chemical
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Air Products, Rohm & Haas, Estee Lauder, Eveready, Proctor & Gamble, and
Westinghouse are a few of the major Industrial and Chemical clients who specify
Kewaunee. These companies develop and manufacture products consumers use every
day. Whether we are furnishing a single Alpha Mobile Cart or a two-story custom
fume hood, Kewaunee offers optimum solutions. And, when the client specifies a
renewable worksurface, our exclusive Kemresin Lite products can be provided
without sacrificing acid resistance.
[GRAPHIC]
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University and Secondary Education
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North to South, East to West, from the Ivy League of Yale, Princeton, and MIT ,
the prestigious Southern universities of Duke and Emory, the Midwest campuses of
Illinois and Indiana to the West Coast powerhouses of Stanford, Cal Tech and
UCLA, Kewaunee laboratory environments stimulate learning. Both the University
and Secondary Education markets are experiencing a construction boom to support
the rising student population, and the growing availability of R & D funding
opportunities. These factors are driving a growth in Kewaunee's wood laboratory
casework projects.
[GRAPHIC]
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Health Care and Government
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The diverse group of clients who comprise the Health Care and Government markets
ranges from hospitals, crime labs, museums, the military, wastewater treatment
facilities, and even the U. S. Mint.
Many health care research facilities, including Fred Hutchinson Cancer Care
Alliance and the National Cancer Institute, along with national medical centers
such as Children's Hospital, Harvard Medical School Hospital, and The Lied
Transplant Center, select Kewaunee for their major laboratory furniture
purchases. FDA, EPA, DOE, the military, Smithsonian Institution, and NASA
conduct research that demands the quality and safety features we build into
every Kewaunee product.
[GRAPHIC]
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International
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Kewaunee expanded its international presence in fiscal year 2000 through new
representation in the United Arab Emirates and Brazil, along with the continued
success of our joint venture dealership in Singapore. International clients
include well known multi-national corporations such as Amoco, Exxon, 3M,
Schering-Plough, Dupont, Siemens, Shell, and Witco. We also completed a
multi-story laboratory project for the Singapore National Cancer Centre, which
featured our flexible Alpha System and Kemresin Lite worksurfaces.
[GRAPHIC]
Page 6
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TECHNICAL PRODUCTS
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Kewaunee's technical products are sold to customers in the high tech and
computer markets including:
. Engineering and Ergonomics
. High Tech Electronics R & D and Manufacturing
. Computer Network and Internet Infrastructure
(LAN/WAN/Internet)
. Telecommunications Network Centers
Our flexibility for rapid product development is a core compatibility that
allows customization of modular workstations and computer enclosures to meet
exact customer needs.
[GRAPHIC]
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Engineering and Ergonomics
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The products of the technology revolution, in many instances, are designed,
engineered, and tested on the Sturdilite product line. The ample storage
options, electrostatic dissipating capabilities, and high quality find favor in
organizations such as Motorola, Hewlett-Packard, Lockheed Martin, NASA, FEMA,
Westinghouse, and Siemens--customers who demand discriminating value. Within the
high tech manufacturing sector, the Evolution line and new ADJUSTAbench combine
with responsive lead times and attention to ergonomic issues. These appeal to
customers such as Nokia, IBM, Boeing, GTE, Gateway, Mattel, Corning, and
Panasonic/Matsushita.
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LAN/WAN/Internet
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In addition to creating productive solutions for the manufacturers of high tech
equipment, Kewaunee also provides furniture, enclosures, and storage systems for
the end users of that equipment.
The Evolution for LANs product line helps companies organize and create flexible
storage solutions for the technology driving their business growth. Applications
for this modular approach of supporting computer servers, network monitoring and
switching componentry gives us a diverse customer base including Mellon USA
Leasing, Excel Switching, Xerox, Gillette, Circuit City, and FedEx.
[GRAPHIC]
Page 7
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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Certain statements in this annual report, including the Letter to Stockholders,
narrative text, captions and Management's Discussion and Analysis of Financial
Condition and Results of Operations, 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, 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.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
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Results of Operations
Sales for fiscal year 2000 were $74.8 million, down 3.5% from fiscal year 1999
sales of $77.5 million. Sales were adversely affected by a softer industrial
research market for laboratory products. The impact of the lower sales in this
market was partially offset by strong sales of technical furniture and increased
sales of laboratory products to educational customers. Sales for fiscal year
1999 increased 6.1% from fiscal year 1998 sales of $73.0 million. The sales
increase for the 1999 fiscal year resulted primarily from increased sales of
laboratory products, partially offset by lower sales of technical furniture. The
Company's unfilled sales order backlog increased to $31.5 million at April 30,
2000, up from $27.0 million at April 30, 1999, and $24.9 million at April 30,
1998.
Gross profit represented 22.8%, 22.8%, and 23.9% of sales in fiscal years 2000,
1999, and 1998, respectively. The gross profit margin in fiscal year 2000 was
favorably affected by improved manufacturing efficiencies and reduced
manufacturing costs at the Company's Statesville facility, as well as increased
sales of technical furniture.
The impact of these factors was offset by lower sales volumes and a change in
the product sales mix of laboratory products. As compared to fiscal year 1998,
the gross profit margin in fiscal year 1999 was unfavorably affected by start-up
costs associated with several new products, a weaker technical furniture
marketplace, and a change in the overall product sales mix.
Operating expenses were $12.4 million, $12.3 million, and $13.1 million in
fiscal years 2000, 1999, and 1998, respectively, and 16.6%, 15.9%, and 17.9% of
sales, respectively. The modest increase in operating expenses in fiscal year
2000 was primarily attributable to inflationary factors. The decline in
operating expenses in fiscal year 1999 resulted primarily from a reduction in
sales commissions, and to a lesser extent, reductions in bad debt expense, legal
costs, and other administrative costs.
Other income was $326,000, $325,000, and $45,000 in fiscal years 2000, 1999, and
1998, respectively. Other income in fiscal years 2000 and 1999 included income
of $244,000 and $295,000, respectively, from collections associated with a
litigation settlement with certain
Page 8
<PAGE>
suppliers for overcharges in earlier years. Interest expense was $169,000,
$96,000, and $149,000 in fiscal years 2000, 1999, and 1998, respectively. The
change in interest expense for fiscal years 2000 and 1999 resulted primarily
from changes in the levels of borrowings during each year.
The Company recorded income tax expense of $1.3 million, or 26.0% of pretax
earnings, in fiscal year 2000, as compared to an effective tax rate of 39.5% in
fiscal years 1999 and 1998. The fiscal year 2000 effective tax rate was reduced
by federal and state tax credits for research and development activities, as
well as state tax credits available for purchases of machinery and equipment.
The Company recorded income tax expense of $2.2 million and $1.7 million in
fiscal years 1999 and 1998, respectively.
Net earnings increased to $3.6 million, or $1.44 per diluted share, in fiscal
year 2000, from $3.4 million, or $1.38 per diluted share, in fiscal year 1999.
Net earnings were $2.6 million, or $1.06 per diluted share, in fiscal year 1998.
Liquidity and Capital Resources
The Company's principal sources of liquidity have been funds generated from
operating activities, supplemented as needed by the Company's credit facility.
The Company believes that these sources will be sufficient to support ongoing
business levels, including capital expenditures.
Operating activities provided cash of $2.2 million, $1.3 million, and $3.4
million in fiscal years 2000, 1999, and 1998, respectively, primarily from
earnings in each of these years. Working capital increased to $11.5 million at
April 30, 2000, from $10.2 million at April 30, 1999, and the ratio of current
assets to current liabilities increased to 2.0-to-1 at April 30, 2000 from
1.9-to-1 at April 30, 1999.
The Company has a credit facility with a bank that allows the Company to borrow
up to $3 million under a two-year unsecured revolving credit component and up to
$5 million under a seven-year equipment loan component. At April 30, 2000,
advances of $2,555,000 were outstanding under the revolving credit loan. No
advances were outstanding under the equipment loan component.
Capital expenditures of $3.4 million, $3.7 million, and $1.5 million in fiscal
years 2000, 1999, and 1998, respectively, were primarily funded by cash provided
by operating activities. Fiscal year 2001 capital expenditures are not expected
to differ significantly from expenditures in the two previous years and are
expected to be funded primarily by operating activities.
The Company paid cash dividends of $.26 per share, $.22 per share, and $.18 per
share in fiscal years 2000, 1999, and 1998, respectively. In the third quarter
of fiscal year 2000, the Company increased its quarterly cash dividend to seven
cents per share from six cents per share. The Company expects to pay dividends
in the future in line with the Company's actual and anticipated future operating
results.
Year 2000
The Company did not experience any significant disruption to its operations
related to computer system programming failures or errors, either internally or
with its customers or vendors, associated with the year 2000 issue. The
Company's expenditures related to Y2K compliance were less than $100,000 and
were expensed as incurred.
Recent Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes new standards of
accounting and reporting for derivative instruments and hedging activities. In
June 1999 the FASB issued SFAS No. 137, which deferred the effective date of
adoption of SFAS No. 133 to June 15, 2000. The Company will adopt SFAS No. 133
in the first fiscal quarter of 2001 and does not expect the adoption to have a
material effect on its financial condition or results of operations.
Page 9
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STATEMENTS OF OPERATIONS
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Years Ended April 30 Kewaunee Scientific Corporation
<TABLE>
<CAPTION>
$ and shares in thousands, except per share data 2000 1999 1998
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 74,798 $ 77,478 $ 73,037
Costs of products sold 57,715 59,782 55,600
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Gross profit 17,083 17,696 17,437
Operating expenses 12,429 12,315 13,096
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Operating earnings 4,654 5,381 4,341
Other income, net 326 325 45
Interest expense (169) (96) (149)
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Earnings before income taxes 4,811 5,610 4,237
Income tax expense 1,250 2,214 1,674
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Net earnings $ 3,561 $ 3,396 $ 2,563
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Net earnings per share
Basic $ 1.45 $ 1.40 $ 1.07
Diluted $ 1.44 $ 1.38 $ 1.06
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Weighted average number of
common shares outstanding
Basic 2,456 2,432 2,386
Diluted 2,478 2,464 2,423
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</TABLE>
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STATEMENTS OF STOCKHOLDERS' EQUITY
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Years Ended April 30 Kewaunee Scientific Corporation
<TABLE>
<CAPTION>
$ in thousands, Common Additional Retained Treasury Total Stockholders'
except per share data Stock Paid-in Capital Earnings Stock Equity
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at April 30, 1997 $ 6,550 $ 116 $ 11,435 $ (1,515) $ 16,586
Net Earnings -- -- 2,563 -- 2,563
Cash dividends declared, $.18 per share -- -- (430) -- (430)
Stock options exercised, 48,875 shares -- 28 -- 292 320
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Balance at April 30, 1998 6,550 144 13,568 (1,223) 19,039
--------------------------------------------------------------------------------------------------------------------
Net Earnings -- -- 3,396 -- 3,396
Cash dividends declared, $.22 per share -- -- (535) -- (535)
Stock options exercised, 21,500 shares -- 4 -- 128 132
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Balance at April 30, 1999 6,550 148 16,429 (1,095) 22,032
--------------------------------------------------------------------------------------------------------------------
Net earnings -- -- 3,561 -- 3,561
Cash dividends declared, $.26 per share -- -- (639) -- (639)
Stock options exercised, 29,875 shares -- 6 -- 178 184
Purchase of treasury stock, 300 shares -- -- -- (3) (3)
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Balance at April 30, 2000 $ 6,550 $ 154 $ 19,351 $ (920) $ 25,135
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</TABLE>
The accompanying Notes are an integral part of these Financial Statements
Page 10
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BALANCE SHEETS
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April 30 Kewaunee Scientific Corporation
ASSETS $ and shares in thousands, except per share data 2000 1999
--------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents $ 9 $ 8
Receivables, less allowance
$490 (2000); $387 (1999) 17,993 17,231
Inventories 3,499 2,940
Deferred income taxes 1,151 1,026
Prepaid expenses and other current assets 380 626
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Total Current Assets 23,032 21,831
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Property, Plant and Equipment
Land 109 109
Buildings and improvements 13,846 13,556
Machinery and equipment 19,287 16,637
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Property, plant and equipment 33,242 30,302
Accumulated depreciation (19,736) (18,177)
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Net Property, Plant and Equipment 13,506 12,125
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Other Assets 2,778 2,079
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Total Assets $ 39,316 $ 36,035
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
Short-term borrowings $ 2,555 $ 939
Accounts payable 5,412 6,566
Employee compensation and amounts withheld 1,352 1,973
Other accrued expenses 2,241 2,194
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Total Current Liabilities 11,560 11,672
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Deferred Income Taxes 944 1,074
Accrued Employee Benefit Plan Costs 1,677 1,257
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Total Liabilities 14,181 14,003
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Commitments and Contingencies (Note 6)
Stockholders' Equity
Common stock, $2.50 par value
Authorized-5,000 shares; Issued-2,620 shares 6,550 6,550
Additional paid-in-capital 154 148
Retained earnings 19,351 16,429
Common stock in treasury, at cost
154 shares (2000); 184 (1999) (920) (1,095)
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Total Stockholders' Equity 25,135 22,032
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Total Liabilities and Stockholders' Equity $ 39,316 $ 36,035
================================================================================
The accompanying Notes are an integral part of these Financial Statements
Page 11
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STATEMENTS OF CASH FLOWS
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Years Ended April 30 Kewaunee Scientific Corporation
<TABLE>
<CAPTION>
$ in thousands 2000 1999 1998
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net earnings $ 3,561 $ 3,396 $ 2,563
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 1,968 1,565 1,312
Bad debt provision 123 16 301
Deferred income tax expense (benefit) (255) 479 316
Increase in receivables (885) (3,428) (1,253)
Decrease (increase) in inventories (559) 770 (1,764)
(Decrease) increase in accounts payables
and accrued expenses (1,728) (554) 1,115
Other, net (30) (903) 843
------------------------------------------------------------------------------------
Net cash provided by operating activities 2,195 1,341 3,433
------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Capital expenditures (3,352) (3,678) (1,520)
------------------------------------------------------------------------------------
Net cash used in investing activities (3,352) (3,678) (1,520)
------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Dividends paid (639) (535) (430)
Net increase in short-term borrowings 1,616 939 --
Proceeds from exercise of stock options
(including tax benefit) 184 132 320
Purchase of treasury stock (3) -- --
------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,158 536 (110)
------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents 1 (1,801) 1,803
Cash and Cash Equivalents at Beginning of Year 8 1,809 6
------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 9 $ 8 $ 1,809
------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information
Interest paid $ 159 $ 82 $ 144
Income taxes paid $ 1,080 $ 2,321 $ 1,518
====================================================================================
</TABLE>
The accompanying Notes are an integral part of these Financial Statements
Page 12
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NOTES TO FINANCIAL STATEMENTS
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Note 1--Summary of Significant Accounting Policies
Kewaunee Scientific Corporation (the "Company") is a manufacturer of scientific
and technical furniture, including wood and steel laboratory furniture, fume
hoods, network storage systems, worksurfaces, workstations, workbenches,
computer enclosures, and other related accessories. Sales are made through
purchase orders and contracts submitted by customers, the Company's dealers and
agents, a national distributor, and competitive bids submitted by the Company.
The majority of the Company's products are sold to customers located in North
America, primarily within the United States. The majority of the Company's
products are used in chemistry, physics, biology, and other general science
laboratories in the pharmaceutical, biotechnology, industrial, chemical,
commercial, education, government, and health care markets.
Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and
highly liquid investments with original maturities of three months or less.
Inventories Inventories are valued at the lower of cost or market. Cost has been
determined using the last-in, first-out (LIFO) method for all inventories.
Property, Plant and Equipment Property, plant and equipment are stated at cost
less accumulated depreciation. Depreciation is determined for financial
reporting purposes, principally on the straight-line method over the estimated
useful lives of the individual assets or, for leaseholds, over the terms of the
related leases, if shorter. Straight-line and accelerated methods of
depreciation have been used for income tax purposes. The lives, by category,
generally are as follows: buildings and improvements, 10-40 years; leasehold
improvements, 10 years; furniture, fixtures and office equipment, 3-5 years;
computer equipment, 3-5 years; factory machinery and vehicles, 5-10 years.
Management reviews the carrying value of property, plant and equipment for
impairment whenever changes in circumstances or events indicate that such
carrying value may not be recoverable.
Use of Estimates The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
Significant estimates impacting the accompanying financial statements relate to
the allowance for uncollectible accounts receivable, inventory valuation, and
pension liabilities.
Fair Value of Financial Instruments The Company's financial instruments include
cash and cash equivalents, cash surrender value of life insurance policies, and
short-term borrowings. Management believes the carrying value of these assets
and liabilities approximate fair value.
Sales Recognition Product sales are generally recognized at the date of shipment
or upon completion of the product, where customers have made purchases but have
requested the Company to store the goods on the customer's behalf. Service
revenue for installation of product sold is recognized as the work is performed.
Accounts receivable includes retainage in the amounts of $1,971,000 and
$2,025,000 at April 30, 2000 and April 30, 1999, respectively, on certain sales
made under contractual agreements. Warranty costs are expensed as incurred.
Credit Concentration The Company's credit risk is generally not concentrated
with any one customer or industry, although the Company does enter into large
contracts with individual customers from time to time. The Company performs
credit evaluations of its customers.
Income Taxes Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
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Advertising Costs The Company expenses advertising costs as incurred, including
trade shows, training materials, sales samples, catalogs, and other related
expenses. Advertising costs for the years ended April 30, 2000, 1999, and 1998
were $714,000, $913,000, and $812,000, respectively.
Earnings Per Share In fiscal year 1998, the Company adopted SFAS No. 128,
"Earnings Per Share." Basic earnings per share is based on the weighted average
number of common shares outstanding during the year. Diluted earnings per share
reflects the assumed exercise and conversion of outstanding options under the
Company's stock option plans, except when options have an antidilutive effect.
Reclassifications Certain prior year accounts have been reclassified to conform
with current year presentation.
Recent Accounting Standards In June 1998, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
establishes new standards of accounting and reporting for derivative instruments
and hedging activities. In June 1999, the FASB issued SFAS No. 137, which
deferred the effective date of adoption of SFAS No. 133 to June 15, 2000. The
Company will adopt SFAS No. 133 in the first fiscal quarter of 2001, and does
not expect the adoption to have a material effect on its financial condition or
results of operations.
Note 2--Inventories
The Company's inventories at April 30 consisted of:
$ in thousands 2000 1999
------------------------------------------------------------------------------
Finished goods $ 673 $ 594
Work-in-process 932 911
Materials and components 1,894 1,435
------------------------------------------------------------------------------
Total inventories $3,499 $2,940
------------------------------------------------------------------------------
If inventories had been determined using the first-in, first-out (FIFO) method
at April 30, 2000 and 1999, reported inventories would have been $2.2 million
greater in each of these years.
Note 3--Credit Arrangements
In January 1999, the Company entered into a credit facility with a bank to
borrow up to $3 million under a two-year unsecured revolving credit component
and up to $5 million under a seven-year equipment loan component. All advances
under the equipment loan component must be made during the first two years of
the agreement and must be secured by qualifying machinery and equipment.
The Company provides monthly interest payments under both components of the
facility calculated at the lower of (1) the LIBOR Market Index Rate plus 1.75%,
or (2) the lender's Prime Rate minus .75%. The borrowing rate was 8.04% at April
30, 2000. Beginning in the third year of the equipment loan, monthly principal
payments will be required in 60 equal installments. The equipment loan includes
financial covenants with respect to the Company's tangible net worth, funds flow
coverage, current ratio, and ratio of liabilities to tangible net worth.
At April 30, 2000, advances of $2,555,000 were outstanding under the revolving
credit loan. No advances were outstanding under the equipment loan.
Page 14
<PAGE>
Note 4--Income Taxes
The income tax expense consisted of the following:
$ in thousands 2000 1999 1998
--------------------------------------------------------------------------------
Current tax expense:
Federal $ 1,320 $ 1,417 $ 1,047
State and local 185 318 311
--------------------------------------------------------------------------------
Total current tax expense 1,505 1,735 1,358
--------------------------------------------------------------------------------
Deferred tax expense (benefit):
Federal 42 395 327
State and local (297) 84 (11)
--------------------------------------------------------------------------------
Total deferred tax expense (benefit) (255) 479 316
--------------------------------------------------------------------------------
Net income tax expense $ 1,250 $ 2,214 $ 1,674
--------------------------------------------------------------------------------
The reasons for the differences between the above net income tax expense and the
amounts computed by applying the statutory federal income tax rates to earnings
before income taxes are as follows:
$ in thousands 2000 1999 1998
--------------------------------------------------------------------------------
Income tax expense at statutory rate $ 1,636 $ 1,907 $ 1,441
State and local taxes, net of federal
income tax benefit 221 266 198
Tax credits (654) -- --
Other 47 41 35
--------------------------------------------------------------------------------
Net income tax expense $ 1,250 $ 2,214 $ 1,674
--------------------------------------------------------------------------------
Significant items comprising the Company's deferred tax assets and liabilities
as of April 30 were as follows:
$ in thousands 2000 1999
--------------------------------------------------------------------------------
Deferred tax assets:
Accrued employee benefit expenses $ 800 $ 581
Allowance for doubtful accounts 208 168
Inventory reserves and capitalized costs 135 234
Other 8 43
--------------------------------------------------------------------------------
Total deferred tax assets 1,151 1,026
--------------------------------------------------------------------------------
Deferred tax liabilities:
Book basis in excess of tax basis
of property, plant and equipment (944) (1,074)
--------------------------------------------------------------------------------
Total deferred tax liabilities (944) (1,074)
--------------------------------------------------------------------------------
Net deferred tax assets (liabilities) $ 207 $ (48)
--------------------------------------------------------------------------------
Page 15
<PAGE>
Note 5--Stock Options
During fiscal year 1992, stockholders approved the 1991 Key Employee Stock
Option Plan. During fiscal year 1997, stockholders approved an amendment to
increase the number of shares available for options under the plan from 130,000
to 230,000. Options are granted at not less than the fair market value at the
date of grant. Options are exercisable in such installments, for such terms (up
to 10 years), and at such times, as the Board of Directors may determine at the
time of the grant. At April 30, 2000, there were 43,850 shares available for
future grants under the plan.
During fiscal year 1994, the stockholders approved the 1993 Stock Option Plan
for Directors. This plan allows the Company to grant options on 40,000 shares of
the Company's common stock. Each non-employee director of the Company is
eligible to receive an option to purchase 5,000 shares of the Company's common
stock on the effective date of the plan or on the date of commencement of
service as a director. Options are exercisable in four equal, annual
installments and expire five years from the date of grant. Options are granted
at the fair market value at the date of grant. At April 30, 2000, there were
10,000 shares available for future grants under the plan.
The Company utilized treasury stock to satisfy the stock options exercised
during fiscal years 2000, 1999, and 1998. Stock option activity and weighted
average exercise price is summarized as follows:
<TABLE>
<CAPTION>
2000 1999 1998
--------------------------------------------------------------------
Options Price Options Price Options Price
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 124,500 $ 6.85 110,250 $ 4.48 151,375 $ 3.69
Granted 28,150 10.38 35,750 12.00 24,500 8.13
Canceled (7,000) 10.34 -- -- (16,750) 4.50
Exercised (29,875) 3.82 (21,500) 3.25 (48,875) 3.88
------------------------------------------------------------------------------------------------------
Outstanding at end of year 115,775 $ 8.28 124,500 $ 6.85 110,250 $ 4.48
------------------------------------------------------------------------------------------------------
Exercisable at end of year 47,568 $ 5.80 46,304 $ 4.34 43,625 $ 3.90
------------------------------------------------------------------------------------------------------
</TABLE>
The options outstanding and weighted average exercise price within the following
price ranges at April 30, 2000 are as follows:
<TABLE>
<CAPTION>
Exercise price range $2.31 - $3.25 $3.87 - $4.62 $8.13 - $12.00
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding 8,625 30,250 76,900
Weighted average exercise price $2.66 $4.10 $10.55
Weighted average remaining contractual life (years) 5.1 5.0 8.5
--------------------------------------------------------------------------------------------------
</TABLE>
The options exercisable and weighted average exercise price within the following
price ranges at April 30, 2000 are as follows:
<TABLE>
<CAPTION>
Exercise price range $2.31 - $3.25 $3.87 - $4.62 $8.13 - $12.00
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options exercisable 8,625 23,750 15,193
Weighted average exercise price $2.66 $4.16 $10.15
------------------------------------------------------------------------------------
</TABLE>
Fair Value Disclosures The Company applies APB Opinion No. 25 and its related
interpretations in accounting for its stock option plans. Accordingly, no
compensation cost has been recognized for these plans. Had compensation costs
for these plans been determined based on the fair value at the grant dates for
awards under the plans consistent with the method of SFAS No. 123, the Company's
net earnings and net earnings per share for fiscal years 2000, 1999, and 1998
would have been reduced to the pro forma amounts indicated below:
Page 16
<PAGE>
2000 1999 1998
------------------------------------------------------------------------
Net earnings (in thousands)
As reported $3,561 $3,396 $2,563
Pro forma 3,488 3,332 2,539
------------------------------------------------------------------------
Net earnings per share - Basic
As reported $ 1.45 $ 1.40 $ 1.07
Pro forma 1.42 1.37 1.06
------------------------------------------------------------------------
Net earnings per share - Diluted
As reported $ 1.44 $ 1.38 $ 1.06
Pro forma 1.41 1.35 1.05
------------------------------------------------------------------------
The estimated weighted average fair value of options granted under the Company's
stock option plans was $4.74 in 2000, $5.91 in 1999, and $3.96 in 1998. The
options were valued using the Black-Scholes option-pricing model with the
following assumptions used for 2000, 1999, and 1998: dividend yield of 2.5%,
2.0%, and 2.0%; expected volatility of 49%, 52%, and 49%; risk-free interest of
5.81%, 5.20%, and 6.27%; and an expected life of 7.25 years.
Note 6--Commitments and Contingencies
The Company is involved in certain claims and legal proceedings in the normal
course of business which management believes will not have a material adverse
effect on the financial condition or results of operations of the Company.
The Company has entered into various operating lease agreements for machinery
and equipment. Most leases provide the Company with certain early cancellation
rights, as well as renewal and purchase options. Rent expense was $578,000,
$577,000, and $556,000 in fiscal years 2000, 1999, and 1998, respectively.
Under the terms of these agreements, future minimum lease payments for the years
ended April 30 are as follows:
$ in thousands Amount
--------------------------------------
2001 $ 491
2002 322
2003 287
2004 274
2005 132
Thereafter 152
--------------------------------------
Total minimum lease payments $1,658
--------------------------------------
Note 7--Retirement Benefits
The Company has non-contributory defined benefit pension plans covering
substantially all salaried and hourly employees. The defined benefit plan for
salaried employees provides pension benefits that are based on each employee's
years of service and average annual compensation during the last 10 consecutive
calendar years of employment. The benefit plan for hourly employees provides
benefits at stated amounts based on years of service. The Company's funding
policy is to make quarterly contributions to fund the plans during the
participant's working lifetime, which have met ERISA's funding requirements.
Plan assets consist primarily of mutual funds.
Page 17
<PAGE>
The Company has a defined contribution plan covering substantially all salaried
and hourly employees. The plan provides benefits to all employees who have
attained age 21, completed six months of service, and who elect to participate.
The Company makes matching contributions equal to 50% of the qualifying employee
contribution, up to a maximum employer contribution of 2% of the participant's
compensation. Contributions by the Company in fiscal years 2000, 1999, and 1998
were $239,000, $213,000, and $197,000, respectively.
The change in benefit obligations and the change in fair value of plan assets
for the non-contributory defined pension plans for each of the years ended April
30 are summarized as follows:
$ in thousands 2000 1999
-------------------------------------------------------------------------------
Change in Benefit Obligations
Benefit obligations, beginning of year $7,774 $6,924
Service cost 349 340
Interest cost 558 512
Actuarial (gain) loss (791) 270
Actual benefits paid (305) (272)
-------------------------------------------------------------------------------
Benefit obligations, end of year $7,585 $7,774
-------------------------------------------------------------------------------
Change in Plan Assets
Fair value of plan assets, beginning of year $7,007 $6,396
Actual return on plan assets 258 51
Actual company contributions 124 832
Actual benefits paid (305) (272)
-------------------------------------------------------------------------------
Fair value of plan assets, end of year $7,084 $7,007
-------------------------------------------------------------------------------
Funded Status and Prepaid (Accrued)
Funded status of plans $ (501) $ (767)
Unrecognized net transition obligation -- (32)
Unrecognized prior service cost 84 95
Unrecognized net loss 467 916
-------------------------------------------------------------------------------
Prepaid pension cost $ 50 $ 212
-------------------------------------------------------------------------------
Amounts Recognized in the
Statement of Financial Position
-------------------------------------------------------------------------------
Prepaid pension cost $ 50 $ 212
-------------------------------------------------------------------------------
Weighted-Average Assumptions
Discount rate, end of year 8.00% 7.25%
Expected return on plan assets 9.00% 9.00%
Rate of compensation increase 5.00% 5.00%
-------------------------------------------------------------------------------
The components of the net periodic pension costs for each of the three years
ended April 30 are as follows:
Net Periodic Pension Cost 2000 1999 1998
-------------------------------------------------------------------------------
Service cost $349 $340 $254
Interest cost 558 512 451
Expected return on plan assets (623) (582) (464)
Amortization of transition asset (32) (32) (32)
Amortization of prior service cost 11 11 11
Recognition of net loss 24 19 15
-------------------------------------------------------------------------------
Net periodic pension cost $287 $268 $235
-------------------------------------------------------------------------------
Page 18
<PAGE>
Note 8--Segment Information
The Company's operations are classified into two business segments: laboratory
products and technical products. The laboratory products segment principally
designs, manufactures, and installs steel and wood laboratory furniture,
worksurfaces, and fume hoods. The technical products segment principally
manufactures and sells technical furniture including network storage systems,
workstations, workbenches, computer enclosures, and related accessories. Sales
to individual foreign countries did not exceed 2% of any segment sales.
Profits by business segment represent net revenues, less costs associated with
goods sold and operating expenses. Intersegment transactions are recorded at
normal profit margins with appropriate eliminations of intercompany profits.
Portions of corporate expenses are included in each segment. Unallocated
corporate expenses are included in the corporate column below. Corporate assets
include LIFO inventory reserve, fixed assets, deferred tax assets, prepaid
expenses, and cash surrender value of life insurance policies.
The following table shows net sales, profits, and other financial information by
business segment for the fiscal years ended April 30, 2000, 1999, and 1998:
<TABLE>
<CAPTION>
Laboratory Technical
$ in thousands Products Products Corporate Total
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fiscal Year Ended April 30, 2000:
Revenues from external customers $61,678 $13,120 $ -- $74,798
Intersegment revenues -- 319 (319) --
Depreciation 1,699 263 6 1,968
Segment profit 3,541 1,451 (181) 4,811
Segment assets 30,867 6,320 2,129 39,316
Expenditures for segment fixed assets 3,210 139 3 3,352
Net sales to customers in foreign countries 2,399 277 -- 2,676
---------------------------------------------------------------------------------------
Fiscal Year Ended April 30, 1999:
Revenues from external customers $67,633 $ 9,845 $ -- $77,478
Intersegment revenues -- 424 (424) --
Depreciation 1,322 236 7 1,565
Segment profit 5,239 567 (196) 5,610
Segment assets 29,243 5,237 1,555 36,035
Expenditures for segment fixed assets 3,524 154 -- 3,678
Net sales to customers in foreign countries 1,897 1,115 -- 3,012
---------------------------------------------------------------------------------------
Fiscal Year Ended April 30, 1998:
Revenues from external customers $62,598 $10,439 $ -- $73,037
Intersegment revenues -- 782 (782) --
Depreciation 1,100 205 7 1,312
Segment profit 3,696 1,315 (774) 4,237
Segment assets 24,587 5,339 1,940 31,866
Expenditures for segment fixed assets 1,261 259 -- 1,520
Net sales to customers in foreign countries 984 2,525 -- 3,509
---------------------------------------------------------------------------------------
</TABLE>
Revenues from one customer of the Company represented 11%, 12%, and 13% of the
Company's total sales in fiscal years 2000, 1999, and 1998, respectively.
Page 19
<PAGE>
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
To the Stockholders and Board of Directors of Kewaunee Scientific Corporation
In our opinion, the accompanying balance sheets and the related statements of
operations, of stockholders' equity and of cash flows present fairly, in all
material respects, the financial position of Kewaunee Scientific Corporation
(the "Company") at April 30, 2000 and 1999 and the results of its operations and
its cash flows for each of the three years in the period ended April 30, 2000,
in conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
May 31, 2000
--------------------------------------------------------------------------------
MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
To the Stockholders and Board of Directors of Kewaunee Scientific Corporation
The financial statements and accompanying notes were prepared by management,
which is responsible for their integrity and objectivity. Management believes
the financial statements, which include amounts based on judgments and
estimates, fairly reflect the Company's financial position and operating
results, in accordance with generally accepted accounting principles. All
financial information in this annual report is consistent with the financial
statements.
Management maintains internal accounting control systems and related policies
and procedures designed to provide reasonable assurance that assets are
safeguarded, that transactions are properly recorded and executed in accordance
with management's authorization, and that accounting records may be relied upon
for the preparation of financial statements and other financial information. The
design, monitoring, and revision of internal accounting control systems involve,
among other things, management's judgment with respect to the relative cost and
expected benefits of specific control measures.
The Company's financial statements have been audited by independent accountants
who have expressed their opinion with respect to the fairness of those
statements. Their audits included consideration of the Company's internal
accounting control systems and related policies and procedures. They advise
management and the Audit Committee of significant matters resulting from their
audits.
D. Michael Parker
Vice President, Finance
Chief Financial Officer
Page 20
<PAGE>
--------------------------------------------------------------------------------
SUMMARY OF SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------
Kewaunee Scientific Corporation
<TABLE>
<CAPTION>
$ and shares in thousands,
except per share data 2000 1999 1998 1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Statement Data:
------------------------------------------------------------------------------------------------
Net sales $74,798 $77,478 $73,037 $61,961 $57,559
Costs of products sold 57,715 59,782 55,600 47,996 46,835
------------------------------------------------------------------------------------------------
Gross profit 17,083 17,696 17,437 13,965 10,724
Operating expenses 12,429 12,315 13,096 11,496 9,827
------------------------------------------------------------------------------------------------
Operating earnings 4,654 5,381 4,341 2,469 897
Other income, net 326 325 45 41 158
Interest expense (169) (96) (149) (344) (694)
------------------------------------------------------------------------------------------------
Earnings before income taxes 4,811 5,610 4,237 2,166 361
Income tax expense (benefit) 1,250 2,214 1,674 (97) --
Net earnings $ 3,561 $ 3,396 $ 2,563 $ 2,263 $ 361
------------------------------------------------------------------------------------------------
Weighted average shares outstanding:
Basic 2,456 2,432 2,386 2,366 2,367
Diluted 2,478 2,464 2,423 2,391 2,372
------------------------------------------------------------------------------------------------
Per Share Data:
------------------------------------------------------------------------------------------------
Net earnings:
Basic $ 1.45 $ 1.40 $ 1.07 $ 0.96 $ 0.15
Diluted 1.44 1.38 1.06 0.95 0.15
Cash dividends 0.26 .22 0.18 0.08 --
Year-end book value 10.19 9.04 7.89 7.01 6.13
------------------------------------------------------------------------------------------------
Balance Sheet Data:
------------------------------------------------------------------------------------------------
Current assets $23,032 $21,831 $20,853 $16,465 $15,646
Current liabilities 11,560 11,672 11,287 9,460 10,599
Net working capital 11,472 10,159 9,566 7,005 5,047
Net property, plant and equipment 13,506 12,125 10,034 9,826 10,308
Total assets 39,316 36,035 31,866 26,991 26,504
Total borrowings/long-term debt 2,555 939 -- -- 2,648
Stockholders' equity 25,135 22,032 19,039 16,586 14,515
------------------------------------------------------------------------------------------------
Other Data:
------------------------------------------------------------------------------------------------
Capital expenditures $ 3,352 $ 3,678 $ 1,520 $ 1,163 $ 812
Year-end stockholders of record 334 349 365 392 409
Year-end employees 606 643 619 560 499
------------------------------------------------------------------------------------------------
</TABLE>
Page 21
<PAGE>
--------------------------------------------------------------------------------
QUARTERLY FINANCIAL DATA (UNAUDITED)
--------------------------------------------------------------------------------
Selected quarterly financial data for fiscal years 2000 and 1999 were as
follows:
$ in thousands, First Second Third Fourth
except per share data Quarter Quarter Quarter Quarter
--------------------------------------------------------------------------------
2000
Net sales $20,065 $19,551 $16,945 $18,237
Gross profit 4,630 4,345 4,177 3,931
Net earnings 904 740 879 1,038
Net earnings per share
Basic 0.37 0.30 0.36 0.42
Diluted 0.37 0.30 0.35 0.42
Cash dividends per share 0.06 0.06 0.07 0.07
--------------------------------------------------------------------------------
1999
Net sales $19,624 $19,253 $18,404 $20,197
Gross profit 4,422 4,024 4,102 5,148
Net earnings 766 605 635 1,390
Net earnings per share
Basic 0.32 0.25 0.26 0.57
Diluted 0.31 0.25 0.26 0.56
Cash dividends per share 0.05 0.05 0.06 0.06
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RANGE OF MARKET PRICES
--------------------------------------------------------------------------------
Kewaunee's common stock is traded in the NASDAQ/Over-the-Counter Market, under
the symbol KEQU. The following table sets forth the quarterly high and low
prices reported on the NASDAQ National Market System.
First Second Third Fourth
Quarter Quarter Quarter Quarter
-----------------------------------------
2000
High 10 5/8 11 1/2 10 1/8 13 3/4
Low 10 1/4 11 3/8 10 1/8 13 3/8
Close 10 5/8 11 3/8 10 1/8 13 7/16
-----------------------------------------
1999
High 14 1/2 13 13 1/4 11 1/8
Low 9 3/4 9 1/2 10 9
Close 11 7/16 12 3/4 11 3/8 10 1/8
-----------------------------------------
Page 22
<PAGE>
--------------------------------------------------------------------------------
CORPORATE INFORMATION
--------------------------------------------------------------------------------
Board of Directors
Margaret Barr Bruemmer (1)(2)(3)
Attorney
Milwaukee, WI
Wiley N. Caldwell (3)(4)
Retired President
W. W. Grainger, Inc.
Kenilworth, IL
John C. Campbell, Jr. (1)(2)
Private Consultant
Arlington, TX
Kingman Douglass (2)(3)(4)
Corporate Counselor
Santa Barbara, CA
Eli Manchester, Jr. (1)(3)
Chairman/CEO
Kewaunee Scientific Corporation
Statesville, NC
Thomas F. Pyle (3)(4)
Chairman
The Pyle Group, LLC
Madison, WI
James T. Rhind (1)(4)
Counsel to Bell, Boyd & Lloyd
Attorneys
Chicago, IL
William A. Shumaker (1)(3)
President/COO
Kewaunee Scientific Corporation
Statesville, NC
(1) Executive Committee
(2) Audit Committee
(3) Financial/Planning Committee
(4) Compensation Committee
Executive Officers
Eli Manchester, Jr.
Chairman,
Chief Executive Officer
William A. Shumaker
President,
Chief Operating Officer
D. Michael Parker
Vice President, Finance,
Chief Financial Officer,
Treasurer, Secretary
James J. Rossi
Vice President, Human Resources
Kurt P. Rindoks
Vice President, Engineering and
General Manager Resin Materials Division
Laboratory Products Group
Corporate Offices
2700 West Front Street
Statesville, NC 28677-2927
P.O. Box 1842, Statesville, NC 28687-1842
Telephone: 704-873-7202
Facsimile: 704-873-1275
Employment Opportunities
Individuals interested in employment with Kewaunee Scientific Corporation should
contact the Vice President of Human Resources, Kewaunee Scientific Corporation,
P.O. Box 1842, Statesville, NC 28687-1842. Employment opportunities are also
listed on the Internet at http://www.kewaunee.com. Kewaunee Scientific
Corporation is an equal opportunity employer.
[LOGO OF KEQU]
Page 23
<PAGE>
--------------------------------------------------------------------------------
STOCKHOLDER INFORMATION
--------------------------------------------------------------------------------
Financial Information
The Company's Form 10-K financial report, filed annually with the Securities and
Exchange Commission, may be obtained by stockholders without charge by writing
the Secretary of the Company, Kewaunee Scientific Corporation, P.O. Box 1842,
Statesville, NC 28687-1842.
Recent financial information is available on the Internet at
http://www.kewaunee.com.
Independent Accountants
PricewaterhouseCoopers LLP
Charlotte, NC
Notice of Annual Meeting
The Annual Meeting of Stockholders of Kewaunee Scientific Corporation will be
held in the 37th floor Annual Meeting Room at Harris Trust & Savings Bank,
Chicago, IL on August 23, 2000 at 10:00 a.m. Central Daylight Time.
Transfer Agent and Registrar
All stockholder inquiries, including transfer-related matters, should be
directed to:
ChaseMellon Shareholder Services, LLC
Overpeck Centre
85 Challenger Road
Ridgefield Park, NJ 07660
Telephone: 800-288-9541
Internet at http://www.chasemellon.com
--------------------------------------------------------------------------------
PRODUCT INFORMATION
--------------------------------------------------------------------------------
Kewaunee Scientific Corporation products are available through a network of
sales representatives and a national stocking distributor.
For more information on the Company's laboratory products, contact the Marketing
Services Department in Statesville, NC; telephone: 704-873-7202; on the Internet
at http://www.kewaunee.com; e-mail: [email protected].
For more information on the Company's technical products, contact the Customer
Service Department in Lockhart, TX; telephone: 512-398-5292; on the Internet at
http://www.kewaunee.com; e-mail: [email protected].
--------------------------------------------------------------------------------
TRADEMARKS
--------------------------------------------------------------------------------
Advantage, Alpha, BasikBench, CFHS, Discovery, Evolution, Explorer, FlexTech,
Kemresin, Kemrock, Kemshield, Kewaunee, Signature, Silhouette, Sturdilite,
Supreme Air, TechStat, The Research Collection, Trademark, and Visionaire are
registered trademarks of Kewaunee Scientific Corporation. ADJUSTAbench is a
pending trademark of Kewaunee Scientific Corporation.
Page 24
<PAGE>
[LOGO OF KEWAUNEE]
Copyright 2000 Printed in U.S.A. 7/00
