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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 July 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 August 31, 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 JULY 31, 2000
<TABLE>
<CAPTION>
Page Number
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
<S> <C>
Condensed Statements of Operations -
Three months ended July 31, 2000 and 1999 3
Condensed Balance Sheets - July 31, 2000
and April 30, 2000 4
Condensed Statements of Cash Flows -
Three months ended July 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 of 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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$$/FOLIO=(FORMAT=""a"",STARTING_FOLIO=3,POS=BOTTOM,QUAD=CENTER)
Part 1. Financial Information
Item 1. Financial Statements
<TABLE>
<CAPTION>
Kewaunee Scientific Corporation
Condensed Statements of Operations
(Unaudited)
Three months ended July
-------------------------------------
2000 1999
------- --------
(in thousands, except per share data)
<S> <C> <C>
Net sales $19,370 $20,065
Costs of products sold 15,692 15,435
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Gross profit 3,678 4,630
Operating expenses 3,281 3,269
------- -------
Operating earnings 397 1,361
Interest expense (47) (39)
Other (expense) income, net (15) 148
------- -------
Earnings before income taxes 335 1,470
Income tax expense 121 566
------- -------
Net earnings $ 214 $ 904
======= =======
Net earnings per share
Basic $0.09 $0.37
Diluted $0.09 $0.37
Average number of common shares
outstanding (in thousands)
Basic 2,466 2,444
Diluted 2,491 2,469
</TABLE>
See accompanying notes to condensed financial statements.
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Kewaunee Scientific Corporation
Condensed Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
July 31 April 30
2000 2000
-------- --------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8 $ 9
Receivables, less allowance 16,604 17,993
Inventories 4,927 3,499
Deferred income taxes 1,151 1,151
Prepaid expenses and other current assets 592 380
-------- --------
Total current assets 23,282 23,032
-------- --------
Property, plant and equipment, at cost 34,152 33,242
Accumulated depreciation (20,304) (19,736)
-------- --------
Net property, plant and equipment 13,848 13,506
-------- --------
Other assets 2,769 2,778
-------- --------
Total Assets $ 39,899 $ 39,316
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Short-term borrowings $ 2,981 $ 2,555
Accounts payable 5,853 5,412
Employee compensation and amounts withheld 1,404 1,352
Other accrued expenses 1,875 2,241
-------- --------
Total current liabilities 12,113 11,560
-------- --------
Deferred income taxes 944 944
Accrued employee benefit plan costs 1,665 1,677
Total Liabilities 14,722 14,181
-------- --------
Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 154 154
Retained earnings 19,393 19,351
Common stock in treasury, at cost (920) (920)
-------- --------
Total stockholders' equity 25,177 25,135
-------- --------
Total Liabilities and Stockholders' Equity 39,899 39,316
======== ========
</TABLE>
See accompanying notes to condensed financial statements.
4
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Kewaunee Scientific Corporation
Condensed Statements of Cash Flows
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended July
-----------------------
2000 1999
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 214 $ 904
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation 562 502
Provision for bad debts 33 32
Decrease (increase) in receivables 1,356 (1,048)
Decrease (increase) in inventories (1,428) (564)
Increase (decrease) in accounts payable and
other current liabilities 127 (414)
Other, net (212) 84
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Net cash provided by (used in) operating activities 652 (672)
------- -------
Cash flows from investing activities:
Capital Expenditures (907) (525)
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Net cash used in investing activities (907) (525)
------- -------
Cash flows from financing activities:
Net increase in short-term borrowings 426 1,310
Dividends paid (172) (146)
Proceeds from exercise of stock options - 33
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Net cash provided by financing activities 254 1,197
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Decrease in cash and cash equivalents (1) 0
Cash and cash equivalents, beginning of period 9 8
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Cash and cash equivalents, end of period $ 8 $ 8
======= =======
</TABLE>
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 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 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
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Inventories consisted of the following (in thousands):
July 31, 2000 April 30,2000
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Finished products $1,117 $ 673
Work in process 1,333 932
Raw materials 2,477 1,894
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$4,927 $3,499
====== ======
C. Balance Sheet
-------------
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 generally accepted accounting principles.
6
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D. Segment Information
-------------------
The following table shows net sales and profits by business segment for three
months ended July 31, 2000 and 1999.
<TABLE>
<CAPTION>
Laboratory Technical
Products Products Corporate Total
-------- -------- --------- -----
<S> <C> <C> <C> <C>
Three months ended July 31, 2000
-------------
Revenues from
external customers $14,259 $5,111 -- $19,370
Intersegment revenues -- 114 (114) --
Segment profit (loss) (193) 684 (156) 335
Three months ended
July 31, 1999
-------------
Revenues from
external customers $16,384 $3,681 -- $20,065
Intersegment revenues -- 63 (63) --
Segment profit 1,103 337 30 1,470
</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 ended July
31, 2000 with the comparable period of the prior fiscal year.
Results of Operations
---------------------
The Company recorded sales of $19.4 million for the three months ended July 31,
2000, down 3.5% from sales of $20.1 million for the comparable period of the
prior year. The sales decrease for the current quarter resulted primarily from
decreased sales of laboratory products, partially offset by increased sales of
technical products. The lower sales of laboratory products during the quarter
reflect a continuing softness in the industrial research market, including a
slowdown in new laboratory construction projects. Sales of laboratory products
were also adversely affected by several unexpected production problems in the
Company's Statesville facility, which delayed the manufacturing and completion
of several orders until after the end of the quarter.
The Company's gross profit margin for the three months ended July 31, 2000 was
19.0%, compared to 23.1% for the comparable period of the prior year. The
decrease in the gross profit margin for the quarter resulted primarily from
differences in the product sales mix for the two periods, and to a lesser
extent, from increased employee medical costs.
Operating expenses for the three months ended July 31, 2000 were $3.3 million,
relatively unchanged from the comparable period of the prior year. As a percent
of sales, operating expenses for the three months ended July 31, 2000 were 16.9%
of sales, as compared to 16.3% of sales for the comparable period of the prior
year. The increase in operating expenses as a percent of sales was primarily
attributable to increased sales commissions resulting from the change in the
product sales mix, partially offset by a decrease in administrative expenses.
Operating earnings of $397,000 were recorded for the three months ended July 31,
2000, as compared to $1.4 million recorded in the comparable period of the prior
year.
Interest expense was $47,000 for the three months ended July 31, 2000, compared
to $39,000 for the comparable period of the prior year. The increase in interest
expense for the current quarter resulted primarily from higher levels of debt
under the Company's revolving credit facility.
Other expense was $15,000 for the three months ended July 31, 2000, compared to
other income of $148,000 for the comparable period of the prior year. Other
income of $140,000 was recorded in the comparable period of the prior year
resulting from a litigation settlement with certain suppliers.
8
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Income tax expense of $121,000 was recorded for the three months ended July 31,
2000, as compared to an income tax expense of $566,000 recorded for the
comparable period of the prior year. The effective tax rate was 36.0% for the
period ended July 31, 2000 and 38.5% for the period ended July 31, 1999. The
lower effective tax rate reflects the impact of expected tax credits during the
current year.
Net earnings of $214,000, or $.09 per diluted share, was recorded for the three
months ended July 31, 2000, compared to net earnings of $904,000, or $.37 per
diluted share, for the comparable period of the prior fiscal year, as a result
of the factors discussed above.
Liquidity and Capital Resources
-------------------------------
Historically, the Company's principal sources of liquidity have been funds
generated from operations, supplemented as needed by short-term borrowings. The
Company believes that these sources, combined with financing available under the
equipment loan component 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 $11.2 million at July 31, 2000, as compared
to $11.5 million at April 30, 2000. The ratio of current assets to current
liabilities was 1.92-to-1 at July 31, 2000, as compared to 1.99-to-1 at April
30, 2000. At July 31, 2000, advances of $2,481,000 were outstanding under the
Company's revolving credit loan, and advances of $500,000 were outstanding under
the equipment loan component of the credit facility.
The Company's operations provided cash of $652,000 during the three months ended
July 31, 2000. The cash provided was primarily attributable to operating
earnings, reduced by the net impact of a decrease in customer receivables and an
increase in inventory. The Company's operations used cash of $672,000 during the
three months ended July 31, 1999, primarily to support an increase in customer
receivables and inventory.
During the three months ended July 31, 2000, the Company used cash of $907,000
for capital expenditures, primarily production equipment, compared to the use of
$525,000 for such expenditures in the comparable period of the prior 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
9
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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 ended July 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 July 31, 2000, and the related condensed statements of
operations and of cash flows for the three-month period then ended. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial information for it to be in conformity
with generally accepted accounting principles.
We previously audited in accordance with auditing standards generally accepted
in the United States, 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
August 14, 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. Each of the nominees for Class II directors was re-elected. The
votes cast for and withheld from each such director were as follows:
Director For Withheld
-------- --- --------
John C. Campbell, Jr. 2,128,222 149,205
James T. Rhind 2,099,022 178,405
William A. Shumaker 2,116,778 160,649
Also, at the Annual Meeting of Stockholders, the stockholders approved
the 2000 Key Employee Stock Option Plan. The proposal received 1,997,888
affirmative votes, 277,161 negative votes and 1,936 abstentions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Commission during the
three months ended July 31, 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
-------------------------------
(Registrant)
Date: September 8, 2000 By /s/ D. Michael Parker
----------------------------------
D. Michael Parker
Senior Vice President,Finance
Chief Financial Officer
14
