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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, 2000
_____
|_____| 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
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(Exact name of registrant as specified in its charter)
Delaware 38-0715562
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
2700 West Front Street
Statesville, North Carolina 28677
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(Address of principal executive offices) (Zip Code)
(704) 873-7202
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(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 _______
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As of December 8, 2000, the Registrant had outstanding 2,465,871 shares of
Common Stock.
Pages: This report, excluding exhibits, contains 14 pages numbered sequentially
from this cover page.
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KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000
<TABLE>
<CAPTION>
Page Number
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<S> <C>
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed Statements of Operations -
Three months and six months
ended October 31, 2000 and 1999 3
Condensed Balance Sheets - October 31, 2000
and April 30, 2000 4
Condensed Statements of Cash Flows -
Six months ended October 31, 2000 and 1999 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 11
Report by Independent Accountants 12
PART II. OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE 14
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</TABLE>
2
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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
------------------ -----------------
2000 1999 2000 1999
------- ------- ------- -------
($ in thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales $21,416 $19,551 $40,786 $39,616
Cost of products sold 17,100 15,206 32,792 30,641
------- ------- ------- -------
Gross profit 4,316 4,345 7,994 8,975
Operating expenses 3,018 3,183 6,299 6,452
------- ------- ------- -------
Operating earnings 1,298 1,162 1,695 2,523
Interest expense (85) (52) (132) (91)
Other income (expense), net 8 94 (7) 242
------- ------- ------- -------
Earnings before income taxes 1,221 1,204 1,556 2,674
Income tax expense 439 464 560 1,030
------- ------- ------- -------
Net earnings $ 782 $ 740 $ 996 $ 1,644
------- ------- ------- -------
Net earnings per share-
Basic $ 0.32 $ 0.30 $ 0.40 $ 0.67
Diluted $ 0.31 $ 0.30 $ 0.40 $ 0.66
Average number of common shares
outstanding (in thousands)-
Basic 2,466 2,450 2,466 2,447
Diluted 2,491 2,473 2,491 2,471
</TABLE>
See accompanying notes to condensed financial statements.
3
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Kewaunee Scientific Corporation
Condensed Balance Sheets
($ in thousands)
October 31 April 30
2000 2000
---------- ----------
(Unaudited)
Assets
------
Current assets:
Cash and cash equivalents $ 1 $ 9
Receivables, less allowances 18,181 17,993
Inventories 4,532 3,499
Deferred income taxes 1,151 1,151
Prepaid expenses and other current assets 669 380
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Total current assets 24,534 23,032
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Property, plant and equipment, at cost 34,913 33,242
Accumulated depreciation (20,841) (19,736)
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Net property, plant and equipment 14,072 13,506
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Other assets 2,768 2,778
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Total Assets $ 41,374 $ 39,316
========== ==========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Short-term borrowings $ 3,659 $ 2,555
Accounts payable 5,927 5,412
Employee compensation and amounts withheld 1,232 1,352
Other current liabilities 2,159 2,241
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Total current liabilities 12,977 11,560
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Deferred income taxes 944 944
Accrued employee benefit plan costs 1,667 1,677
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Total Liabilities 15,588 14,181
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Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 154 154
Retained earnings 20,002 19,351
Common stock in treasury, at cost (920) (920)
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Total stockholders' equity 25,786 25,135
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Total Liabilities and Stockholders' Equity $ 41,374 $ 39,316
========== ==========
See accompanying notes to condensed financial statements.
4
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Kewaunee Scientific Corporation
Condensed Statements of Cash Flows
(Unaudited)
($ in thousands)
Six months ended
October 31
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2000 1999
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Cash flows from operating activities:
Net earnings $ 996 $ 1,644
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 944 1,005
Provision for bad debts 42 64
(Increase) decrease in receivables (230) 166
(Increase) decrease in inventories (1,033) (334)
Increase (decrease) in accounts payable and
other current liabilities 313 (1,471)
Other, net (286) (210)
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Net cash provided by operating activities 746 864
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Cash flows from investing activities:
Capital expenditures (1,513) (1,822)
Net cash used in investing activities (1,513) (1,822)
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Cash flows from financing activities:
Net increase in short-term borrowings 1,104 1,182
Dividends paid (345) (293)
Proceeds from exercise of stock options - 72
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Net cash provided by financing activities 759 961
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(Decrease) increase in cash and cash equivalents (8) 3
Cash and cash equivalents, beginning of period 9 8
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Cash and cash equivalents, end of period $ 1 $ 11
======== ========
See accompanying notes to condensed financial statements.
5
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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 accounting
principles generally accepted in the United States of America 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 2000 Annual Report to Stockholders.
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America 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. New Accounting Pronouncements
---------------------------------
On June 15, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (FAS 133). The effective date of FAS 133 has been
deferred by FAS 137. FAS 133 is now effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000 and requires that all derivative
instruments be recorded on the balance sheet at their fair value. The Company is
currently evaluating the effect of adopting FAS 133.
6
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C. Inventories
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Inventories consisted of the following (in thousands):
Oct. 31, 2000 April 30,2000
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Finished products $1,041 $ 673
Work in process 1,337 932
Raw materials 2,154 1,894
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$4,532 $3,499
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D. Balance Sheet
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The Company's April 30, 2000 condensed balance sheet as presented herein is
derived from audited financial statements, but does not include all disclosures
required by accounting principles generally accepted in the United States of
America.
E. Segment Information
----------------------
The following table shows net sales and profits by business segment for three
months and six months ended October 31, 2000 and 1999.
<TABLE>
<CAPTION>
Laboratory Technical
Products Products Corporate Total
---------- --------- --------- -------
<S> <C> <C> <C> <C>
Three months ended October 31, 2000
-----------------------------------
Revenues from external customers $17,532 $3,884 -- $21,416
Intersegment revenues -- 70 (70) --
Segment profit 1,052 345 (176) 1,221
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
Six months ended October 31, 2000
---------------------------------
Revenues from external customers $31,791 $8,995 -- $40,786
Intersegment revenues -- 184 (184) --
Segment profit 859 1,029 (332) 1,556
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
</TABLE>
7
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Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
The Company's 2000 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, 2000. The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
2000. The analysis of results of operations compares the three months and six
months ended October 31, 2000 with the comparable periods of the prior fiscal
year.
Results of Operations
---------------------
The Company recorded sales of $21.4 million for the three months ended October
31, 2000, up 9.5% from sales of $19.6 million for the comparable period of the
prior year. Sales for the six months ended October 31, 2000 were $40.8 million,
up 3.0% from sales of $39.6 million in the comparable period of the prior year.
The increase in sales for the current quarter and six months ended October 31,
2000 resulted primarily from continued strong demand for the Company's technical
products and an improved industrial research market for laboratory products in
the current quarter.
The gross profit margin for the three months ended October 31, 2000 was 20.2% of
sales, as compared to 22.2% of sales in the comparable quarter of the prior
year. The gross profit margin for the six months ended October 31, 2000 was
19.6%, as compared to 22.7% in the comparable period of the prior year. The
decrease in the gross profit margins for the three months and six months
resulted primarily from continuing pricing pressures experienced in the markets
for the Company's laboratory products and differences in the product sales mix
for the periods.
Operating expenses for the three months ended October 31, 2000 were $3.0
million, or 14.1% of sales, as compared to $3.2 million, or 16.3% of sales, in
the comparable period of the prior year. Operating expenses for the six months
ended October 31, 2000 were $6.3 million, or 15.4% of sales, as compared to $6.5
million, or 16.3% of sales, in the comparable period of the prior year. The
decrease in operating expenses for the three months and six months was primarily
attributable to decreased administration and marketing expenses.
Operating earnings of $1.2 million and $1.6 million were recorded for the three
months and six months ended October 31, 2000, respectively. This compares to
operating earnings of $1.2 million and $2.5 million for the comparable periods
of the prior year.
8
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Interest expense was $85,000 and $132,000 for the three months and six months
ended October 31, 2000, respectively, compared to $52,000 and $91,000 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 $8,000 in the three months ended October 31, 2000 and other
expenses of $7,000 for the six months ended October 31, 2000, compared to other
expenses of $94,000 and $242,000 for the comparable periods of the prior year.
Other income of $85,000 and $225,000 for the three months and six months was
recorded in the comparable period of the prior year resulting from a litigation
settlement with certain suppliers.
Income tax expense of $439,000 and $560,000 was recorded for the three months
and six months ended October 31, 2000, respectively, as compared to income tax
expense of $464,000 and $1,030,000 recorded for the comparable periods of the
prior year. The effective tax rate was approximately 36.0% for the three and
six months ended October 31, 2000 and 38.5% for the three and six months period
ended October 31, 1999. The lower effective tax rate reflects the impact of
expected tax credits during the current year.
Net earnings of $782,000 and $996,000, or $.31 per diluted share and $.40 per
diluted share, were recorded for the three months and six months ended October
31, 2000, respectively. This compares to net earnings of $740,000 and $1.6
million, or $.30 per diluted share and $.66 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, combined with financing available under the
equipment loan components of the Company's credit facility, will be sufficient
to support ongoing business levels, including capital expenditures through the
current fiscal year.
The Company had working capital of $11.6 million at October 31, 2000, as
compared to $11.5 million at April 30, 2000. The ratio of current assets to
current liabilities was 1.89-to-1 at October 31, 2000, as compared to 1.99-to-1
at April 30, 2000. At October 31, 2000, advances of $1,659,000 were outstanding
under the Company's revolving credit facility and advances of $2,000,000 were
outstanding under the Company's equipment loan component of the credit facility.
9
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The Company's operations provided cash of $746,000 during the six months ended
October 31, 2000, primarily from operating earnings, partially offset by an
increase in customer receivables and inventories and a decrease in accounts
payable. The Company's operations provided cash of $864,000 during six months
ended October 31, 1999, primarily from operating earnings, partially offset by a
decrease in accounts payable and other current liabilities.
During the six months ended October 31, 2000, the Company used cash of
$1,513,000 for capital expenditures, primarily production equipment, compared to
the use of $1,822,000 for such expenditures in the comparable period of the
prior fiscal 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,
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.
10
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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, 2000 has been
performed by PricewaterhouseCoopers LLP, the Company's independent accountants.
Their report on the interim financial information follows.
11
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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, 2000, and the related condensed statements of
operations and of cash flows for the three and six month periods 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 auditing standards generally accepted in the United States of
America, 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 condensed interim financial information for it to be
in conformity with accounting principles generally accepted in the United States
of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the balance sheet as of April 30, 2000 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 May 31, 2000
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, 2000, 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 20, 2000
12
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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 23,
2000. 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, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Amendment dated August 26, 2000 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, 2000.
13
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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
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(Registrant)
Date: December 14, 2000 By /s/ D. Michael Parker
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D. Michael Parker
Senior Vice President,Finance
Chief Financial Officer
14
