UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-K
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended April 30, 20202023
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number 0-5286
KEWAUNEE SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 38-0715562 |
(State or other jurisdiction of
incorporation or organization)
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Identification No.)
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2700 West Front Street Statesville, North Carolina | | 28677-2927 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’sRegistrant's telephone number, including area code: (704) 873-7202
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol(s) | Name of Exchange on which registered |
| Common Stock $2.50 par value | KEQU | NASDAQ Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and “emerging"emerging growth company”company" in Rule 12b-2 of the Exchange Act: (Check one):
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company)☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of shares of voting stock held by non-affiliates of the registrant was approximately $40,524,676$37,907,714 based on the last reported sale price of the registrant’sregistrant's Common Stock on October 31, 2019,2022, the last business day of the registrant’sregistrant's most recently completed second fiscal quarter. Only shares beneficially owned by directors of the registrant (excluding shares subject to options) and each person owning more than 10% of the outstanding Common Stock of the registrant were excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of July 21, 2020,June 26, 2023, the registrant had outstanding 2,758,5102,879,785 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE: Those portions of the Company’sCompany's proxy statement for use in connection with Kewaunee Scientific Corporation’sCorporation's annual meeting of stockholders to be held on August 26, 2020,23, 2023, indicated in this report are incorporated by reference into Part III hereof.
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PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this document constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All statements other than statements of historical fact included in this Annual Report, including statements regarding the Company's future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "predict," "believe" and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to: competitive and general economic conditions, including disruptions from government mandates, both domestically and internationally, as well as supplier constraints and other supply disruptions; changes in customer demands; technological changes in our operations or in our industry; dependence on customers’ required delivery schedules; risks related to fluctuations in the Company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events. The cautionary statements made pursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to our stockholders' interest. Many important factors that could cause such a difference are described under the caption "Risk Factors," in Item 1A of this Annual Report, which you should review carefully. These forward-looking statements speak only as of the date of this document. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Item 1. Business
GENERAL
Kewaunee Scientific Corporation (the "Company") was founded in 1906, incorporated in Michigan in 1941, became publicly-held in 1968, and was reincorporated in Delaware in 1970. Our principal business is the design, manufacture, and installation of laboratory, healthcare, and technical furniture and infrastructure products. Our products include steel and wood and laminate furniture,casework, fume hoods, adaptable modular systems, moveable workstations, stand-alone benches, biological safety cabinets, laminar flow and ductless hoods, adaptable modular and column systems, moveable workstations and carts, epoxy resin worksurfaces, sinks,work surfaces and accessories and related design and engineering services.sinks.
Our products are sold primarily through purchase orders and contracts submitted by customers through our dealers, and commissioned agents and a national distributor, as well as through competitive bids submitted by us and our subsidiaries in Singapore and India, and China.a national distributor. Products are sold principally to pharmaceutical, biotechnology, industrial, chemical and commercial research laboratories, educational institutions, healthcare institutions, governmental entities, and manufacturing facilities. We consider the markets in which we compete to be highly competitive, with a significant amount of the business involving competitive public bidding.
It is common in the laboratory and healthcare furniture industries for customer orders to require delivery at extended future dates, as products are frequently to be installed in buildings yet to be constructed. Changes or delays in building construction may cause delays in delivery of the orders and our recognition of the sale. Since prices are normally quoted on a firm basis in the industry, we bear the burden of possible increases in labor and material costs between quotation of an order and delivery of the product. The impact of such possible increases is considered when determining the sales price. The principalprimary raw materials and products manufactured by others and used by us in our products are cold-rolled carbon and stainless steel, hardwood lumber and plywood, paint, chemicals, resins, hardware, plumbing and electrical fittings. Such materials and products are purchased from multiple suppliers and are typically readily available.
Our need for working capital and our credit practices are comparable to those of other companies manufacturing, selling and installing similar products in similar markets. Since our products are used in building construction projects, in many cases payments for our products are received over longer periods of time than payments for many other types of manufactured products, thus requiring increased working capital. In addition, payment terms associated with certain projects provide for a retention amount until final completion of the project, thus also increasing required working capital. On average, payments for our products are received during the quarter following shipment, with the exception of the retention amounts which are collected at the final completion of the project.
We hold various patents and patent rights, but do not consider that our success or growth is dependent upon our patents or patent rights. Our business is not dependent upon licenses, franchises, concessions, trademarks, royalty agreements, or labor contracts.
Our business is not generally cyclical, although domestic sales are sometimes lower during our third quarter because of slower construction activity in certain areas of the country during the winter months. Sales for two of the Company’sCompany's domestic dealers and our national stocking distributor represented, in the aggregate, approximately 37%35% and 34%38% of the Company’sCompany's sales in fiscal years 20202023 and 2019,2022, respectively. Loss of all or part of our sales to a large customer would have a material effect on our revenues and profits.financial operations.
Our order backlog at April 30, 20202023 was $100.9$147.9 million, as compared to $100.8$173.9 million at April 30, 2019.2022. Based on scheduled shipment dates and past experience, we estimate that not less than 90%91% of our order backlog at April 30, 20202023 will be shipped during fiscal year 2021.2024. However, it may reasonably be expected that delays in shipments will occur because of customer rescheduling or delay in completion of projects which involve the installation of our products.
SEGMENT INFORMATION
See Note 1011, Segment Information, of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for information concerning our Domestic and International business segments. COMPETITION
We consider the industries in which we participate to be highly competitive and believe that the principal deciding factors are price, product performance, and customer service. A significant portion of our business is based upon competitive public bidding.
RESEARCH AND DEVELOPMENTEXPERIMENTATION EXPENDITURES
The amount spent and expensed by us during the fiscal year ended April 30, 20202023 on research and developmentexperimentation expenditures activities related to new or redesigned products was $1,816,000.$1,012,000. The amountsamount spent for similar purposes in the fiscal year ended April 30, 20192022 was $1,550,000.$990,000.
ENVIRONMENTAL COMPLIANCE
In the last two fiscal years, compliance with federal, state, or local provisions enacted or adopted regulating the discharge of materials into the environment has had no material effect on us. There is no material capital expenditure anticipated for such purposes,us and accordingly, such regulation is not expected to have a material effect on our earnings or competitive position.position in the future.
EMPLOYEESCULTURE AND WORKFORCE
We are a company of passionate, talented, and motivated people. We embrace collaboration and creativity, and encourage the iteration of ideas to address complex challenges in technology and society.
At April 30, 2020,2023, the Company had 603 Domestic employees and 379 International employees. Our people are critical for our continued success, so we work hard to create an environment where employees can have fulfilling careers, and be happy, healthy, and productive. We offer competitive benefits and programs to take care of the following numberdiverse needs of full-time employees:our employees and their families, including opportunities for career growth and development, resources to support their financial health, and access to excellent healthcare choices and resources, including access to an onsite medical clinic and separate gym facility and regular access to onsite specialists. Our competitive compensation programs help us to attract and retain top candidates, and we will continue to invest in recruiting talented people to technical and non-technical roles, and rewarding them well.
623 (Domestic); 289 (International).The Company believes that open and honest communication among team members, managers, and leaders helps create a collaborative work environment where everyone can contribute, grow, and succeed. Team members are encouraged to come to their managers with questions, feedback, or concerns, and the Company conducts surveys that gauge employee engagement.
When necessary, we contract with businesses around the world to provide specialized services where we do not have appropriate in-house expertise or resources. We also contract with temporary staffing agencies when we need to cover short-term leaves, when we have spikes in business needs, or when we need to quickly incubate special projects. We choose our partners and staffing agencies carefully and continually make improvements to promote a respectful and positive working environment for everyone - employees, vendors, and temporary staff alike.
OTHER INFORMATION
Our Internet address is www.kewaunee.com. We make available, free of charge through this website, our annual report to stockholders. Our Form 10-K and 10-Q financial reports may be obtained by stockholders by writing the Secretary of the
Company, Kewaunee Scientific Corporation, P.O. Box 1842, Statesville, NC 28687-1842. The public may also obtain information on our reports, proxy, and information statements at the Securities and Exchange CommisionCommission ("SEC") Internet site www.sec.gov. The reference to our website does not constitute incorporation by reference of any information contained at that site.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements included and referenced in this report, including 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 our operations, markets, products, services and prices, as well as prices for certain raw materials and energy. The cautionary statements made by us pursuant to the Reform Act herein and elsewhere should not be construed as exhaustive. We 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.
EXECUTIVE OFFICERS OF THE REGISTRANT
Included in Part III, Item 10(b), Directors, Executive Officers and Corporate Governance, of this Annual Report on Form 10-K. Item 1A. Risk Factors
You should carefully consider the following risks before you decide to buy shares of our common stock. If any of the following risks actually occur, our business, results of operations, or financial condition would likely suffer. In such case, the trading price of our common stock would decline, and you may lose all or part of the money you paid to buy our stock.
This and other public reports may contain forward-looking statements based on current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those forward-looking statements as a result of many factors, including those more fully described below and elsewhere in our public reports. We do not undertake to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Disruptions in the financial markets have historically created, and may continueRisks Specific to create, uncertainty in economic conditions that may adversely affect our customers and our business.
The financial markets in the United States, Europe and Asia have in the past been, and may in the future be, volatile. The tightening of credit in financial markets, worsening of economic conditions, a prolonged global, national or regional economic recession or other similar events could have a material adverse effect on the demand for our products and on our sales, pricing and profitability. We are unable to predict the likely occurrence or duration of these adverse economic conditions and the impact these events may have on our operations and the laboratory furniture industry in general.
If we fail to compete effectively, our revenue and profit margins could decline.
We face a variety of competition in all of the markets in which we participate. Competitive pricing, including price competition or the introduction of new products, could have material adverse effects on our revenues and profit margins.
Our ability to compete effectively depends to a significant extent on the specification or approval of our products by architects, engineers, and customers. If a significant segment of those communities were to decide that the design, materials, manufacturing, testing, or quality control of our products is inferior to that of any of our competitors, our sales and profits would be materially and adversely affected.Company
If we lose a large customer, our sales and profits would decline.
We have substantial sales to three of our domestic customers.channel partners. The combined sales to two dealers and our national stocking distributor accounted for approximately 37%35% of our sales in fiscal year 2020.2023. Loss of all or a part of our sales to a large customerchannel partner would have a material effect on our revenues and profits until an alternative channel partner could be developed.
An increase inWe rely on the pricetalents and efforts of raw materialskey management and energy could negatively affect our salesAssociates. If we are unable to retain or motivate key personnel, hire qualified personnel, or maintain and profits.
It is common in the laboratory and healthcare furniture industries for customerscontinue to require delivery at extended future dates, as products are frequently to be installed in buildings yet to be constructed. Since prices are normally quoted on a firm basis in the industry,adapt our corporate culture, we bear the burden of possible increases in labor, material and energy costs between the quotation of an order and the delivery of the products. Our principal raw materials are steel, including stainless steel, wood and epoxy resin. Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, labor costs, energy costs, and import duties and other trade restrictions, influence prices for our raw materials. We have not always been able, and in the future we mightmay not be able to increasegrow or operate effectively.
Our performance largely depends on the talents and efforts of our product pricesAssociates. Our ability to compete effectively and our future success depends on our continuing to identify, hire, develop, motivate, and retain key management and highly skilled personnel for all areas of our organization. In addition, our total compensation program may not always be successful in amountsattracting new employees and retaining and motivating our existing employees. Restrictive immigration policy and regulatory changes may also affect our ability to hire, mobilize, or retain some of our global talent.
In addition, we believe that correspondour corporate culture fosters innovation, creativity, and teamwork. As our organization grows and evolves, we may need to increases in costsimplement more complex organizational management structures or adapt our corporate culture and work environments to ever-changing circumstances, such as during times of raw materials, withouta natural disaster or pandemic, and these changes could affect our ability to compete effectively or have an adverse effect on our corporate culture. With the constant evolution of workforce dynamics, if we do not manage these changes effectively, it could materially and adversely affecting our sales and profits. Where we are not able to increase our prices, increases in our raw material costs will adversely affect our profitability.
Our future growth may depend on our ability to penetrate new international markets.
International lawsculture, reputation, and regulations, construction customs, standards, techniques and methods differ from those in the United States. Significant challenges of conducting business in foreign countries include, among other factors, geopolitical tensions, local acceptance of our products, political instability, currency controls, changes in import and export regulations, changes in tariff and freight rates and fluctuations in foreign exchange rates.
Events outside our control may affect our operating results.
We have little control over the timing of shipping customer orders, as customers’ required delivery dates are subject to change by the customer. Construction delays and customer changes to product designs are among the factors that may delay the start of manufacturing and shipments of orders. Shipments that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results. Weather conditions, such as unseasonably warm, cold, or wet weather, can also affect and sometimes delay projects. Political and economic events can also affect our revenues. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters.
Our principal markets are in the laboratory building construction industry. This industry is subject to significant volatility due to various factors, none of which is within our control. Declines in construction activity or demand for our products could materially and adversely affect our business and financial condition.
We depend on key management and technical personnel, the loss of whom could harm our business.
We depend on certain key management and technical personnel. The loss of one or more key employees may materially and adversely affect us. Our success also depends on our ability to attract and retain additional highly qualified technical, marketing, and management personnel necessary for the maintenance and expansion of our activities. We might not be able to attract or retain such personnel.
Our stock price is likely to be volatile and could drop.
The trading price of our Common Stock could be subject to wide fluctuations in response to quarter-to-quarter variation in operating results, announcement of technological innovations or new products by us or our competitors, general conditions in the construction and construction materials industries, relatively low trading volume in our common stock and other events or factors. In addition, in recent years, the stock market has experienced extreme price fluctuations. This volatility has had a substantial effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of those companies. Securities market fluctuations may adversely affect the market price of our common stock.
operational flexibility.
We are subject to other risks that might also cause our actual results to vary materially from our forecasts, targets, or projections, including:
•Failing to anticipate the need for and appropriately invest in and effectively manage the human, information technology and logistical resources necessary to support our business, including managing the costs associated with such resources;
Increased costs, and the need to devote additional resources to comply with more stringent SEC reporting requirements if we become an “accelerated filer” under applicable SEC rules;
•Failing to generate sufficient future positive operating cash flows and, if necessary, secure and maintain adequate external financing to fund our operations and any future growth; and
•Interruptions in service by common carriers that ship goods within our distribution channels;channels.
Our business and reputation are impacted by information technology system failures and network disruptions.
Increased costs, potential operational shutdowns,We, and our global supply chain, are exposed to information technology system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins, ransomware or other cybersecurity incidents, or other events or disruptions. System redundancy and other disruptive factors relatedcontinuity measures may be ineffective or inadequate, and our, or our vendors', business continuity and disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions can adversely impact our business by, among other things,
preventing access to our cloud-based systems, interfering with customer transactions or impeding the coronavirus pandemic. In addition, the timingmanufacturing and shipping of our revenue recognitionproducts. These events could be negatively impacted by government shutdownsmaterially adversely affect our business, reputation, results of operations and site closures.financial condition.
CybersecurityFuture cybersecurity incidents could expose us to liability and damage our reputation and our business.
We collect, process, store, and transmit large amounts of data, and it is critical to our business strategy that our facilities and infrastructure remain secure and are perceived by the marketplace to be secure. Our information technology systems are essential to our efforts to manufacture our products, process customer sales transactions, manage inventory levels, conduct business with our suppliers and other business partners, and record, summarize and analyze the results of our operations. These systems contain, among other things, material operational, financial and administrative information related to our business. As with most companies, there will always be some risk of physical or electronic break-ins, computer viruses, or similar disruptions.
In addition, we, like all entities, are the target of cybercriminals who attempt to compromise our systems. From time to time, we experience threats and intrusions that may require remediation to protect sensitive information, including our intellectual property and personal information, and our overall business. Any physical or electronic break-in, computer virus, cybersecurity attack or other security breach or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’customers' operations.
Any systems and processes that we have developed that are designed to protect customer, associate and vendor information, and intellectual property, and to prevent data loss and other security attacks, cannot provide absolute security. In addition, we may not successfully implement remediation plans to address all potential exposures. It is possible that we may have to expend additional financial and other resources to address these problems. Failure to prevent or mitigate data loss or other security incidents could expose us or our customers, associates and vendors to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures, damage our reputation, adversely affect our operating results or result in litigation or potential liability for us. While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, this insurance coverage is subject to a retention amount and may not be applicable to a particular incident or otherwise may be insufficient to cover all our losses beyond any retention. Similarly,
Additionally, we expect to continue to make continued investments in our information technology infrastructure. The implementation of these investments may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.
Internal Controls Over Financial Reporting.controls over financial reporting may not be effective at preventing or detecting material misstatements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect material misstatements in the Company's consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
The U.S. government has indicated its intentRisks Related to adopt a new approach to trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements, such as the recent replacement of the North American Free Trade Agreement with a new agreement among the U.S., Canada and Mexico. It has also initiated tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to capture other types of goods. In response, certain foreign governments have imposed retaliatory tariffs on goods that their countries import from the U.S. Changes in U.S. trade policy could result in one or more foreign governments adopting responsive trade
policies making it more difficult or costly for us to import our products or raw materials from those countries. This, together with tariffs already imposed, or that may be imposed in the future, by the U.S., could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.
We cannot predict the extent to which the U.S. or other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products or raw materials in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Coronavirus Pandemic
In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. On March 11, 2020, the World Health Organization ("WHO") recognized COVID-19 as a global pandemic, prompting many national, regional, and local governments, including ones in the markets in which the Company operates, to implement preventative or protective measures, such as travel and business restrictions, temporary store closures, and wide-ranging quarantines and stay-at-home orders.
The spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.
The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in the financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many experts predict that the outbreak will trigger a period of global economic slowdown or a global recession. During fiscal year 2020, our domestic business and our international subsidiaries in India and Singapore were adversely impacted by mandatory business shutdowns and stay-at-home orders issued by local governing bodies. COVID-19 could continue to have material and adverse effects on our ability to successfully operate due to, among other factors:
a general decline in business activity, especially as it relates to our customers’ expansion or consolidation activities;
the destabilization of the financial markets, which could negatively impact our customer growth and access to capital, along with our customers’ ability to make payments for their purchase orders;
severe disruptions to and instability in the global financial markets, and deterioration in credit and financing conditions, which could affect our access to capital necessary to fund business operations or current investment and growth strategies;
the potential negative impact on the health of our personnel, or the personnel of our customers, vendors, and partners, especially if a significant number of them are affected; and
a material disruption in our supply chain, which has affected and could continue to affect our ability to source products from vendors on a timely basis or on favorable terms. We source certain key supplies used in the manufacture of our products solely from China. If we are unable to procure adequate quantities of these key materials from our suppliers based in China, or are unable to evaluate and develop alternative sources, we may experience delays in production and customer deliveries.Operations
Sales to customers outside the United States or with international operations expose us to risks inherent in international sales.
During fiscal year 2020, 23%2023, 34% of our revenues were derived from sales outside of the United States. A key element of our growth strategy is to expand our worldwide customer base and our international operations. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. We cannot assure you that our expansion efforts into other international markets will be successful. Our experience in the United States and other international markets in which we already have a presence may not be relevant to our ability to expand in other emerging markets. Our international expansion efforts may not be successful in creating further demand for our products outside of the United States or in effectively selling our products in the international markets we enter.
If we fail to compete effectively, our revenue and profit margins could decline.
The occurrenceWe face a variety of competition in all of the COVID-19 pandemic maymarkets in which we participate. Competitive pricing, including price competition or the introduction of new products, could have material adverse effects on our revenues and profit margins.
Our ability to compete effectively depends to a significant extent on the specification or approval of our products by architects, engineers, and customers. If a significant segment of those communities were to decide that the design, materials, manufacturing, testing, or quality control of our products is inferior to that of any of our competitors, our sales and profits would be materially and adversely affected.
An increase in the price of raw materials could negatively affect our operations dependingsales and profits.
It is common in the laboratory and healthcare furniture industries for customers to require delivery at extended future dates, as products are frequently installed in buildings yet to be constructed. Since prices are normally quoted on a firm basis in the severityindustry, we bear the burden of possible increases in labor and longevitymaterial costs between the quotation of an order and the delivery of the pandemic.
If a significant percentage of our workforce or the workforce of our third party business partners is unable to work,products. Our principal raw materials are steel, including because of illness or travel or government restrictions in connection with the COVID-19 pandemic or any future pandemic or disease outbreak, our operations may be negatively impacted. Our efforts to managestainless steel, wood and mitigate these factors may be unsuccessful, and the effectiveness of these efforts depends onepoxy resin. Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, labor costs, energy costs, and import duties and other trade restrictions, influence prices for our raw materials. We have not always been able, and in the future we might not be able, to increase our product prices in amounts that correspond to increases in costs of raw materials. Where we are not able to increase our prices, increases in our raw material costs will adversely affect our profitability.
Events outside our control may affect our operating results.
We have little control over the timing of shipping customer orders, as customers' required delivery dates are subject to change by the customer. Construction delays and customer changes to product designs are among the factors that may delay the start of manufacturing. Weather conditions, such as unseasonably warm, cold, or wet weather, can also affect and sometimes delay projects. Political and economic events can also affect our revenues. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters.
Our principal markets are in the laboratory and healthcare building construction industry. This industry is subject to significant volatility due to various factors, none of which is within our control. Declines in construction activity or demand for our products could materially and adversely affect our business and financial condition.
We face numerous manufacturing and supply chain risks. In addition, our reliance upon sole or limited sources of supply for certain materials, components, and services could cause production interruptions, delays and inefficiencies.
We purchase materials, components, and equipment from third parties for use in our manufacturing operations. Our results of operations could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations. Suppliers may extend lead times, limit supplies, or increase prices. If we cannot purchase sufficient products at competitive prices and of sufficient quality on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may breach out contractual commitments and incur liabilities.
In addition, some of our businesses purchase certain required products from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating, or other difficulties, or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply. The supply chains for our businesses were impacted in fiscal year 2023 from factors outside our control and could also be disrupted in the future for such reasons as supplier capacity constraints, supplier bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemics or other public health problems, war, terrorist actions, governmental actions and legislative or regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies.
Our revenues and other operating results depend in large part on our ability to manufacture our products in sufficient quantities and in a timely manner. Any interruptions we experience in the manufacture of our products or changes to the way we manufacture products could delay our ability to recognize revenues in a particular period. In addition, we must maintain sufficient production capacity in order to meet anticipated customer demand, which carries fixed costs that we may not be able to offset because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, which would adversely affect our operating margins. If we are unable to manufacture our products consistently, in sufficient quantities, and on a timely basis, our revenues, gross margins, and our other operating results will be materially and adversely affected.
Disruptions in the financial markets have historically created, and may continue to create, uncertainty in economic conditions that may adversely affect our customers and our business.
The financial markets in the United States, Europe and Asia have in the past been, and may in the future be, volatile. The tightening of credit in financial markets, worsening of economic conditions, a prolonged global, national or regional economic recession or other similar events could have a material adverse effect on the demand for our products and on our sales, pricing and profitability. We are unable to predict the likely occurrence or duration of these adverse economic conditions and the impact these events may have on our operations and the end users who purchase our products.
Our future growth may depend on our ability to penetrate new international markets.
International laws and regulations, construction customs, standards, techniques and methods differ from those in the United States. Significant challenges of conducting business in foreign countries include, among other factors, geopolitical tensions, local
acceptance of our products, political instability, currency controls, changes in import and export regulations, changes in tariff and freight rates and fluctuations in foreign exchange rates.
The effects of geopolitical instability, including as a result of Russia's invasion of Ukraine, may adversely affect us and heighten significant risks and uncertainties for our business, with the durationultimate impact dependent on future developments, which are highly uncertain and severityunpredictable.
Ongoing geopolitical instability could negatively impact the global and U.S. economies in the future, including by causing supply chain disruptions, rising energy costs, volatility in capital markets and foreign currency exchange rates, rising interest rates, and heightened cybersecurity risks. The extent to which such geopolitical instability adversely affects our business, financial condition, and results of any pandemic or disease outbreak,operations, as well as third party actions takenour liquidity and capital profile, is highly uncertain and unpredictable. If geopolitical instability adversely affects us, it may also have the effect of heightening other risks related to contain its spread and mitigate public health effects.
our business.
In response to the healthmilitary conflict between Russia and safety risksUkraine that began in February 2022, the United States and challenges presentedother North Atlantic Treaty Organization member states, as well as non-member states, announced targeted economic sanctions on Russia. The long-term impact on our business resulting from the disruption of trade in the region caused by the conflict and associated sanctions and boycotts is uncertain at this time due to the fluid nature of the ongoing military conflict and response. The potential impacts include supply chain and logistics disruptions, financial impacts including volatility in foreign exchange and interest rates, increased inflationary pressure on raw materials and energy, and other risks, including an elevated risk of cybersecurity threats and the potential for further sanctions.
Legal and Regulatory Compliance Risks
Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, may have a material adverse impact on our business and results of operations.
We cannot predict the extent to which the U.S. or other countries will impose quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of our products or raw materials in the future, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business. Changes in U.S. trade policy could result in one or more foreign governments adopting responsive trade policies making it more difficult or costly for us to import our products or raw materials from those countries. This, together with tariffs already imposed, or that may be imposed in the future, by the U.S., could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, financial condition and results of operations.
Expectations related to environmental, social, and governance ("ESG") considerations could expose us to potential liabilities, increased costs, and reputational harm.
We are subject to laws, regulations, and other measures that govern a wide range of topics, including those related to matters beyond our core products and services. For instance, new laws, regulations, policies, and international accords relating to ESG matters, including sustainability, climate change, human capital, and diversity, are being developed and formalized in Europe, the U.S., and elsewhere, which may entail specific, target-driven frameworks and/or disclosure requirements. The implementation of these may require considerable investments. Any failure, or perceived failure, by us to adhere to any public statements or initiatives, comply with federal, state or international environmental social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and could materially adversely affect the Company's business reputation, results of operations, financial condition, and stock price.
General Risks
Our stock price is likely to be volatile and could drop.
The trading price of our Common Stock could be subject to wide fluctuations in response to quarter-to-quarter variation in operating results, announcement of technological innovations or new products by us or our competitors, general conditions in the construction and construction materials industries, relatively low trading volume in our common stock and other events or factors. In addition, in recent years, the stock market has experienced extreme price fluctuations. This volatility has had a substantial effect on the market prices of securities issued by many companies for reasons unrelated to the operating performance of those companies. Securities market fluctuations may adversely affect the market price of our common stock.
We currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation ("FDIC"), the loss of which would have a severe negative effect on our operations and liquidity.
We may maintain our cash assets at financial institutions in the U.S. in amounts that may be in excess of the FDIC insurance limit of $250,000. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry of the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. In the event of a failure or liquidity issues of or at any of the financial institutions where we maintain our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition, and our results of operations.
Similarly, if our customers or partners experience liquidity issues as a result of financial institution defaults or non-performance where they hold cash assets, their ability to pay us may become impaired and could have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows.
The impact of investor concerns on U.S. or international financial systems could impact our ability to obtain favorable financing terms in the future.
Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects.
The impact of future pandemics could adversely affect our business, results of operations, financial condition, and liquidity.
While we believe we successfully navigated the risks associated with the recent COVID-19 pandemic and were able to successfully maintain our business operations, the Company has been proactivelyextent of the impact of future COVID-19 variations or other pandemics on our business and regularly implementing measuresfinancial results is, by nature of this type of event, highly uncertain. The sweeping nature of pandemics makes it extremely difficult to predict how and to what extent our business and operations could be affected in the long run. Our workforce, and the workforce of our vendors, service providers, and counterparties, could be affected by a pandemic, which could result in an adverse impact on our ability to conduct business. No assurance can be given that the actions we take to protect its employees. These measuresour Associates and our operations will be sufficient, nor can we predict the level of disruption that could occur to our employees' ability to provide customer support and service. New processes, procedures, and controls may be required to respond to any changes in our business environment. Further, should any key employees become ill during the course of a future health event and be unable to work, our ability to operate our internal controls may be adversely impacted.
Additional factors related to major public health issues that could have material and adverse effects on our ability to successfully operate include, but are not limited to, the following:
•The effectiveness of any governmental and non-governmental organizations in combating the spread and severity, including any legal and regulatory responses;
Abiding by national, state, and local recommendations including requiring•A general decline in business activity, especially as it relates to our customers' expansion or consolidation activities;
•The destabilization of the wearing of protective face masks and practicing of social distancing;
Arranging for regular cleaning services for Company facilities;
Providing hand sanitizers and other disinfectants at workstations;
Adopting remote working protocols, systems, and processes for nonessential employees to work from home; and
Conducting mandatory employee temperature checks, and on some occasions, requiring mandatory testing for employees and self-quarantine protocols pending test results.
These measures have had the effect, and are likely to continue to have the effect, of increasing our operating expenses, and could also have the effect of disrupting our operations and/or making them less efficient,financial markets, which could have a negative effect onnegatively impact our customer growth and access to capital, along with our customers' ability to make payments for their purchase orders; and
•Severe disruptions to and instability in the global financial results.markets, and deterioration in credit and financing conditions, which could affect our access to capital necessary to fund business operations or current investment and growth strategies.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 2. Properties
We ownlease and operate three adjacent manufacturing facilities in Statesville, North Carolina. These facilities also house our corporate offices, as well as sales and marketing, administration, engineering and drafting personnel. These facilities together comprise 413,000414,000 square feet and are located on 20 acres of land. On March 24, 2022, we entered into a Sale-Leaseback Arrangement (defined below), pursuant to which we sold, and now lease, our manufacturing and office facilities in Statesville, North Carolina. See Note 5, Sale-Leaseback Financing Transaction, of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for information concerning the Sale-Leaseback Arrangement. In addition, we lease our primary distribution facility and other warehouse facilities totaling 391,000365,000 square feet in Statesville, North Carolina. We also lease sales officesan office facility in Naperville, Illinois; Branchburg, New Jersey; and Singapore.Charlotte, North Carolina. In Bangalore, India, we lease and operate a manufacturing facility comprising 83,000
119,000 square feet and a facility comprising 17,000 square feet that housesfeet. Our international sales and administrative offices.offices are located in Singapore, India, and Saudi Arabia. We believe our facilities are suitable for their respective uses and are adequate for our current needs.
Item 3. Legal Proceedings
From time to time, we are involved in disputes and litigation relating to claims arising out of our operations in the ordinary course of business. Further, we are periodically subject to government audits and inspections. We believe that any such matters presently pending will not, individually or in the aggregate, have a material adverse effect on our results of operations or financial condition.
Item 4. Mine Safety Disclosures
Not Applicable.
PART II
Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the NASDAQ Global Market, under the symbol KEQU. The following table sets forth the quarterly high and low prices reported on the NASDAQ Global Market for our stock over the last two fiscal years.
|
| | | | | | | |
| | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| 2020 | | | | | | | |
| High | $23.00 | | $18.20 | | $19.57 | | $12.80 |
| Low | $16.18 | | $15.06 | | $12.30 | | $6.96 |
| Close | $18.25 | | $16.09 | | $12.56 | | $10.23 |
| | | | | | | | |
| 2019 | | | | | | | |
| High | $38.80 | | $35.05 | | $34.84 | | $32.70 |
| Low | $30.50 | | $25.97 | | $22.00 | | $20.21 |
| Close | $31.60 | | $29.21 | | $32.16 | | $22.63 |
As of July 6, 2020, we estimateJune 26, 2023, there were approximately 1,345 stockholders of our common shares, of which 128 were111 stockholders of record. We paid cash dividends per share of $0.38 and $0.74 for fiscal years 2020 and 2019, respectively. On December 16, 2019, the Company announced that the Board of Directors had elected to suspend the Company's dividend.TheThe declaration and payment of any future dividends will beis at the discretion of the Board of Directors and will depend upon many factors, including the Company’sCompany's earnings, capital requirements, investment and growth strategies, financial conditions, the terms of the Company’sCompany's indebtedness, which currently contains provisions that could limit the payment of dividends in certain circumstances, and other factors that the Board of Directors may deem to be relevant.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
See Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, in this Form 10-K for a discussion of securities authorized for issuance under our equity compensation plans.
Item 6. Selected Financial Data
The following tables set forth selected historical consolidated financial and other data for the periods indicated. The consolidated financial data should be read in conjunction with Item 8, Financial Statements and Supplementary Data, and with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.Reserved
|
| | | | | | | | | |
| | |
| $ and shares in thousands, except per share amounts | 2020 | | 2019 | | |
| OPERATING STATEMENT DATA: | | | | | |
| Net sales | $ | 147,540 |
| | $ | 146,550 |
| | |
| Cost of products sold | 124,113 |
| | 121,231 |
| | |
| Gross profit | 23,427 |
| | 25,319 |
| | |
| Operating expenses | 25,772 |
| | 23,207 |
| | |
| Operating earnings (loss) | (2,345 | ) | | 2,112 |
| | |
| Pension expense | (454 | ) | | (295 | ) | | |
| Other income (expense), net | 426 |
| | 684 |
| | |
| Interest expense | (493 | ) | | (367 | ) | | |
| Earnings (loss) before income taxes | (2,866 | ) | | 2,134 |
| | |
| Income tax expense | 1,758 |
| | 446 |
| | |
| Net earnings (loss) | (4,624 | ) | | 1,688 |
| | |
| Less: net earnings attributable to noncontrolling interest | 63 |
| | 159 |
| | |
| Net earnings (loss) attributable to Kewaunee Scientific Corporation | $ | (4,687 | ) | | $ | 1,529 |
| | |
| Weighted average shares outstanding: | | | | | |
| Basic | 2,750 |
| | 2,742 |
| | |
| Diluted | 2,750 |
| | 2,794 |
| | |
| PER SHARE DATA: | | | | | |
| Net earnings (loss) attributable to Kewaunee Scientific Corporation stockholders | | | | | |
| Basic | $ | (1.70 | ) | | $ | 0.56 |
| | |
| Diluted | $ | (1.70 | ) | | $ | 0.55 |
| | |
| Cash dividends | $ | 0.38 |
| | $ | 0.74 |
| | |
| Year-end book value | $ | 13.97 |
| | $ | 17.15 |
| | |
|
| | | | | | | | |
| | As of April 30 |
| $ in thousands | 2020 | | 2019 | |
| BALANCE SHEET DATA: | | | | |
| Current assets | $ | 54,231 |
| | $ | 65,357 |
| |
| Current liabilities | 27,060 |
| | 32,733 |
| |
| Net working capital | 27,171 |
| | 32,624 |
| |
| Net property, plant and equipment | 16,272 |
| | 16,462 |
| |
| Total assets | 83,929 |
| | 87,223 |
| |
| Total borrowings/long-term debt | 13,913 |
| | 10,926 |
| |
| Kewaunee Scientific Corporation stockholders’ equity | $ | 38,415 |
| | $ | 47,100 |
| |
| OTHER DATA: | | | | |
| Capital expenditures | $ | 2,465 |
| | $ | 4,213 |
| |
| Year-end stockholders of record | 125 |
| | 128 |
| |
| Year-end full-time employees (Domestic) | 623 |
| | 593 |
| |
| Year-end full-time employees (International) | 289 |
| | 263 |
| |
Item 7. Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this document constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). All statements other than statements of historical fact included in this Annual Report, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, competitive and general economic conditions, both domestically and internationally; changes in customer demands; technological changes in our operations or in our industry; dependence on customers’ required delivery schedules; risks related to fluctuations in the Company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; the effects of COVID-19; and acts of terrorism, war, governmental action, natural disasters and other Force Majeure events. The cautionary statements made pursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to our stockholders’ interest. Many important factors that could cause such a difference are described under the caption “Risk Factors,” in Item 1A of this Annual Report, which you should review carefully.
MANAGEMENT’S DISCUSSION AND ANALYSIS
INTRODUCTION
Kewaunee Scientific Corporation is a recognized leader in the design, manufacture and installation of laboratory, healthcare and technical furniture products. The Company’sCompany's corporate headquarters are located in Statesville, North Carolina. Direct salesSales offices are located in the United States, India, Saudi Arabia, and Singapore. Three manufacturing facilities are located in Statesville serving the domestic and international markets, and one manufacturing facility is located in Bangalore, India serving the Indian, Middle Eastlocal, Asian, and AsianAfrican markets. Kewaunee Scientific Corporation’sCorporation's website is located at www.kewaunee.com. The reference to our website does not constitute incorporation by reference of any information contained at that site.
Our products are sold primarily sold through purchase orders and contracts submitted by customers through our dealers, our subsidiaries in Singapore and commissioned agents,India, and a national distributor, and through competitive bids submitted by us and our subsidiaries.distributor. Products are sold
principally to pharmaceutical, biotechnology, industrial, chemical and commercial research laboratories, educational institutions, healthcare institutions, governmental entities, manufacturing facilities and users of networking furniture. We consider the markets in which we compete to be highly competitive, with a significant amount of the business involvingmarket requiring competitive public bidding.
It is common in the laboratory and healthcare furniture industries for customer orders to require delivery at extended future dates, as products are frequently to be installed in buildings yet to be constructed. Changes or delays in building construction may cause delays in delivery of the orders and our recognition of the sale. Since prices are normally quoted on a firm basis in the industry, we bear the burden of possible increases in labor and material costs between quotation of an order and delivery of the product. The impact of such possible increases is considered when determining the sales price. The principal raw materials and products manufactured by others used in our products are cold-rolled carbon and stainless steel, hardwood lumbers and plywood, paint, chemicals, resins, hardware, plumbing and electrical fittings. Such materials and products are purchased from multiple suppliers and are typically readily available.
CRITICAL ACCOUNTING POLICIESESTIMATES
In the ordinary course of business, we have made estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States of America. Actual results could differ significantly from those estimates. We believe that the following discussion addresses our most critical accounting policies,estimates, which are those that are most important to the portrayal of our financial condition and results of operations, and require management’smanagement's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Revenue Recognition
The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The majority of the Company’s revenues are recognized over time as the customer receives control as the Company performs work under a contract. However, a portion of the Company’s revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract.
Allowance for Doubtful Accounts
Evaluation of the allowance for doubtful accounts involves management judgments and estimates. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where management is aware of a customer’scustomer's inability to meet its financial obligations to us, or a project dispute makes it unlikely that all of the receivableoutstanding amount owed by a customer will be collected, a specific reserve for bad debts is estimated and recorded to reduce the recognized receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of potential bad debts, a general reserve for bad debts is estimated and recorded based on our recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.
Inventories
The Company’s inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method.
Pension Benefits
We sponsor pension plans covering all employees who met eligibility requirements as of April 30, 2005. These pension plans were amended as of April 30, 2005, no further benefits have been, or will be, earned under the plans subsequent to the amendment date, and no additional participants have been, or will be, added to the plans. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the pension plans. These factors include actuarial assumptions about the discount rate used to calculate and determine benefit obligations and the expected return on plan assets within certain guidelines. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. These differences may significantly affect the amount of pension income or expense recorded by us in future periods.
Self-Insurance Reserves
The Company’sCompany's domestic operations are self-insured for employee health care.care costs. The Company has purchased specific stop-loss insurance policies to limit claims above a certain amount. Estimated medical costs were accrued for claims incurred but not reported using assumptions based upon historical loss experiences. The Company’sCompany's exposure reflected in the self-insurance reserves varies depending upon market conditions in the insurance industry, availability of cost-effective insurance coverage, and actual claims versus estimated future claims.
Income Taxes
We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, administrative practices, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. In addition, our actual and forecasted earnings are subject to change due to economic, political, and other conditions.
Our effective tax rates could be affected by numerous factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, including earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special tax regimes, changes in foreign currency exchange rates, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, changes in our deferred tax assets and liabilities and their valuation, and interpretations related to tax laws and accounting rules in various jurisdictions.
RESULTS OF OPERATIONS
Sales for fiscal year 20202023 were $147.5$219.5 million, an increase compared to fiscal year 2022 sales of $168.9 million. Domestic Segment sales for fiscal year 2023 were $146.7 million, an increase of 0.7% from15.7% compared to fiscal year 20192022 sales of $146.6$126.8 million. The increase in Domestic Segment sales is primarily driven by the pricing of new orders in response to higher raw material input costs. International Segment sales for fiscal year 20202023 were $115.1 million, a decrease of 1.3% compared to fiscal year 2019 sales of $116.6 million. International sales for fiscal year 2020 were $32.4$72.8 million, an increase of 8.3%73.2% from fiscal year 20192022 sales of $30.0$42.0 million. The increase in International Segment sales forin fiscal year 20202023 is due to the resultdelivery of continued deliveriesseveral large projects in India, Asia, and Africa that were awarded over the course of a large order in the Middle East market.past eighteen months.
Our order backlog was $100.9$147.9 million at April 30, 2020,2023, as compared to $100.8$173.9 million at April 30, 2019.2022. The decrease in backlog is primarily attributable to the substantial completion of the previously announced Dangote Oil project in Nigeria during the fiscal year and a reduction in new orders within the ASEAN marketplace. The Company's backlog for the United States and Indian markets on April 30, 2023 is similar to prior fiscal year levels as order rates in these markets remain strong.
Gross profit represented 15.9%16.2% and 17.3%14.3% of sales in fiscal years 20202023 and 2019,2022, respectively. The decreaseincrease in gross profit margin percentage wasfor fiscal year 2023 is driven by the significant increase in International Segment sales, which has a result of a number of low margin ordershigher gross profit rate than the Domestic Segment, coupled with an increase in Domestic Segment sales that the Company aggressively pursued and secured over the past year, which included a strategic Middle East order aggressively secured over two years ago at lower than normal margins which was delivered in the current fiscal year. Additionally, profitability was impacted during the yearhad improved pricing as a result of the coronavirus pandemic.noted above.
Operating expenses were $25.8$30.2 million and $23.2$26.8 million in fiscal years 20202023 and 2019,2022, respectively, and 17.5%13.8% and 15.8%15.9% of sales, respectively. The increase in operating expense dollars in fiscal year 20202023 as compared to fiscal year 2019 is related2022 was primarily due to an increaseincreases in personnelconsulting and professional fees of $552,000, corporate governance expenses of $798,000, incentive$113,000, and stock compensation of $385,000, restructuringincreases in International Segment operating expenses of $312,000, and depreciation expense$2,286,000 as a result of $136,000. The increased personnel expensesthe significant sales growth experienced. These increases were driven by investments in talent to accelerate our strategy to modernize our manufacturing capabilities and information technology platform. Also contributing to the increase was an increase of bad debt expense of $299,000 related primarily to the closure of our China subsidiary, other China closure expenses of $48,000, $134,000 of expenses related to our new Indian subsidiary, and increases of $510,000 in other International subsidiary operating expenses, partially offset by decreasesreductions in management separationadministrative wages, benefits, and stock-based compensation of $142,000, and marketing expense of $223,000. The increase in operating expenses of $388,000 and professional and consulting fees of $308,000. See Note 11 of the Notesfor fiscal year 2023 also included a one-time charge related to the Consolidated Financial Statements includedwrite-down of a prior year insurance claim in Item 8the amount of $260,000. The increase in international operating expenses for additional information concerningfiscal year 2023 is related to the Company's restructuring costs.continued sales growth in the International operating segment.
Other income (expense)Pension expense was $426,000 and $684,000 in fiscal years 2020 and 2019, respectively. The decrease in other income (expense)$71,000 in fiscal year 20202023, compared to pension income of $355,000 in fiscal year 2022. The increase in pension expense was primarily due to the lower expected return on plan assets driven by a decrease in plan assets in the prior fiscal year.
Other income, net was $939,000 and $400,000 in fiscal years 2023 and 2022, respectively. The increase in other income in fiscal year 2023 was primarily due to interest income earned on the cash balances held by the Company's international subsidiaries and the increased interest earned on the Note Receivable related to the repatriation of foreign cash utilized to reduce debt as discussed in Note 9 of the NotesSale-Leaseback financing transaction when compared to the Consolidated Financial Statements included in Item 8.prior fiscal year. See Note 5, Sale-Leaseback Financing Transaction for additional information on this transaction. Interest expense was $493,000$1,734,000 and $367,000$632,000 in fiscal years 20202023 and 2019,2022, respectively. The increase in interest expense for fiscal year 20202023 was primarily due to increasesthe Sale-Leaseback financing transaction noted above, partially offset by a decrease in interest expense related to the levels of bank borrowings.Company's revolving credit facility.
Income tax expense was $1.8$3.1 million and $446,000 in$3.5 million for fiscal years 20202023 and 2019,2022, respectively, or -61.3%69.8% and 20.9%141.6% of pretax earnings (loss), respectively. The unfavorable effective rate for fiscal year 20202023 was unfavorably impacted by the increase in the valuation allowance attributable to changes to Internal Revenue Code Section 174 Research and Experimental Expenditures, which became effective in the current fiscal year. The primary impact of this change is the amortization of current year expenditures over a five year period, as compared to the prior fiscal years where research expenditures were deductible in the year is primarilyincurred. The effective rate change for fiscal year 2022 was also unfavorably impacted due to additionalchanges in the valuation allowance
attributable to the net increase in deferred tax expenseassets of $2.0 million$4,170,000 before valuation allowance as a result of the Company’s elimination of its indefinite reinvestment of foreign unremitted earnings and an increase in valuation allowances of $1.7 million, partially offset by the favorablebook to tax benefit of $939,000 for net operating losses to be carried back to prior years with higher enacted tax rates as discussed in Note 5 of the Notesdifferences primarily related to the Consolidated Financial Statements included in Item 8.Company's execution of a Sale-Leaseback transaction for owned real property, which was treated as a taxable sale transaction for tax purposes and a financing transaction for financial statement reporting purposes.
Net earnings attributable to the noncontrollingnon-controlling interest related to our subsidiaries that are not 100% owned by the Company were $63,000$621,000 and $159,000$123,000 for fiscal years 20202023 and 2019,2022, respectively. The changes in the net earnings attributable to the noncontrollingnon-controlling interest for each year were due to changes in the levels of net income of the subsidiaries.
Net loss in fiscal year 2020 was $4,687,000,earnings were $738,000, or $1.70$0.25 per diluted share. Net earnings in fiscal year 2019 were $1,529,000,share, as compared to net loss of $6,126,000, or $0.55$2.20 per diluted share.share, for fiscal years ended April 30, 2023 and April 30, 2022, respectively. The decreaseincrease in net earnings was attributable to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity have historically been funds generated from operating activities, supplemented as needed by borrowings under our revolving credit facility. Additionally, certain machinery and equipment are financed by non-cancelable operating and financing leases. We believe that these sources of funds will be sufficient to support ongoing business requirements, including capital expenditures, through fiscal year 2021.2024.
At April 30, 2020,2023, we had advances of $4.7 million and standby letters of credit aggregating $512,000$3,548,000 outstanding under our unsecured$15.0 million revolving credit facility. On June 19, 2019 we entered into a Security Agreement pursuant to which we granted a security interest in substantially all of our assets to secure our obligations under the credit facility. See Note 4, Long-term Debt and Other Credit Arrangements, of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report for additional information concerning our credit facility. In fiscal year 2022, we executed a Sale-Leaseback financing transaction with respect to our manufacturing and corporate facilities in Statesville, North Carolina to provide additional liquidity. See Note 5, Sale-Leaseback Financing Transaction for more information. We did not have any off balance sheet arrangements at April 30, 2020.2023 or 2022. The following table summarizes the cash payment obligations for our lease and financing arrangements as of April 30, 2020:2023:
PAYMENTS DUE BY PERIOD
($ in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Contractual Cash Obligations | Total | | 1 Year | | 2-3 Years | | 4-5 Years | | After 5 years |
| Operating Leases | $ | 10,636 | | | $ | 2,373 | | | $ | 4,095 | | | $ | 2,788 | | | $ | 1,380 | |
| Financing Lease Obligations | 254 | | | 91 | | | 163 | | | — | | | — | |
| Sale-Leaseback Financing Transaction | 43,917 | | | 1,931 | | | 3,979 | | | 4,140 | | | 33,867 | |
| Total Contractual Cash Obligations | $ | 54,807 | | | $ | 4,395 | | | $ | 8,237 | | | $ | 6,928 | | | $ | 35,247 | |
|
| | | | | | | | | | | | | | | | | | | |
| Contractual Cash Obligations | Total | | 1 Year | | 2-3 Years | | 4-5 Years | | After 5 years |
| Operating Leases | $ | 10,847 |
| | $ | 1,541 |
| | $ | 3,022 |
| | $ | 2,388 |
| | $ | 3,896 |
|
| Capital Lease Obligations | 171 |
| | 32 |
| | 64 |
| | 64 |
| | 11 |
|
| Total Contractual Cash Obligations | $ | 11,018 |
| | $ | 1,573 |
| | $ | 3,086 |
| | $ | 2,452 |
| | $ | 3,907 |
|
OperatingThe Company's operating activities providedused cash of $4,161,000$3,790,000 in fiscal year 2020,2023, primarily from operations, and decreasesfor increases in inventories of $1,876,000 and receivables of $4,833,000, partially offset by$4,947,000 and decreases in accounts payable and accrued expenses of $2,016,000.$5,558,000, partially offset by cash from operations, decreases in inventories of $1,907,000, and increases in deferred revenue of $568,000. Operating activities providedused cash of $2,490,000$7,885,000 in fiscal year 2019,2022, primarily from operating earnings,for operations, increases in inventories of $7,279,000 and an increase in accounts payable and other accrued expenses,receivables of $8,464,000, partially offset by increases in inventoriesaccounts payable and deferred revenue.accrued expenses of $11,886,000 and a decrease in income tax receivable of $955,000.
The Company’sCompany's financing activities usedprovided cash of $7,458,000$14,931,000 during fiscal year 2020 for payments on2023 as a result of the collection of $13,629,000 in final proceeds from the Sale-Leaseback transaction executed in the prior fiscal year and proceeds from the net increase in short-term borrowings of $4,794,000, cash dividends of $1,044,000 paid to stockholders, cash dividends of $324,000 paid to minority interest holders and$1,998,000, partially offset by repayment of long-term debt of $1,282,000.$121,000. The Company’sCompany's financing activities provided cash of $2,334,000$11,031,000 during fiscal year 2019 as a result2022 from proceeds of an increase in$15,893,000 from the Sale-Leaseback transaction, including redemption of preferred shares from the buyer, net of debt issuance costs, partially offset by payments of $5,239,000 for short-term borrowings of $5,628,000, which was partially utilized for cash dividends of $2,030,000 paid to stockholders, cash dividends of $51,000 paid to minority interest holders and repayment of long-term debt of $1,177,000. See Note 4 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report for additional information concerning our credit facility.borrowings.
The majority of the April 30, 20202023 accounts receivable balances are expected to be collected during the first quarter of fiscal year 2021,2024, with the exception of retention amounts on fixed-price contracts which are collected when the entire construction project is completed and all retention funds are paid by the owner.
As discussed above, no further benefits have been, or will be, earned under our pension plans after April 30, 2005, and no additional participants have been, or will be, added to the plans. There wereIn fiscal years 2023 and 2022, we made no contributions to the plans. We expect to make no contributions to the plans infor fiscal year 2020 and we expect to make contributions of $30,000 to the plans in fiscal year 2021. We made contributions of $1,000,000 to the plans in fiscal year 2019.2024.
Capital expenditures were $2.5 million$4,148,000 and $4.2 million$1,908,000 in fiscal years 20202023 and 2019,2022, respectively. Capital expenditures in fiscal year 20202023 were funded primarily from operations. During fiscal 2020, the Company established a strategy for a multi-year transformation of the business, which is designed to lead to sustained profitability and growth.financing activities. Fiscal year 20212024 capital expenditures are anticipated to be
approximately $2.0 million, with the majority of these expenditures related to investing in modernizing our manufacturing capabilities and information technology platform.$4.4 million. The fiscal year 20212024 expenditures are expected to be funded primarily by operating activities, supplemented as needed by borrowings under our revolving credit facility.
Working capital was $27.2$47.9 million at April 30, 2020,2023, down from $32.6$49.3 million at April 30, 2019,2022, and the ratio of current assets to current liabilities was 2.0-to-1.02.2-to-1.0 at April 30, 2020 and2023 unchanged from April 30, 2019. The decrease in working capital for fiscal year 2020 was primarily due to the decrease in cash and accounts receivable partially offset by a decrease in outstanding debt.2022.
WeNo dividends were declared or paid cash dividends of $0.38 per share in fiscal year 2020. We paid cash dividends of $0.74 per share in fiscal year 2019. On December 16, 2019, the Company announced that the Board of Directors had elected to suspendon the Company's dividend.common stock during the last two fiscal years. The declaration and payment of any future dividends will beis at the discretion of the Board of Directors and will depend upon many factors, including the Company’sCompany's earnings, capital requirements, investment and growth strategies, financial conditions,condition, the terms of the Company’sCompany's indebtedness, which currently contains provisions that could limit the payment of dividends in certain circumstances, and other factors that the Board of Directors may deem to be relevant.
RECENT ACCOUNTING STANDARDS
NewSee Note 1, Summary of Significant Accounting StandardsIn May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). This update outlined a new comprehensive revenue recognition model that supersedes most prior revenue recognition guidance and required companiesPolicies, to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflected the consideration to which the entity expected to be entitled in exchange for those goods or services. The Company adopted this standard effective May 1, 2018.
In February 2016, the FASB issued ASU 2016-02, “Leases.” This guidance establishes a right-of-use ("ROU") model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the
income statement. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. This guidance became effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted this standard effective May 1, 2019. The adoption of ASU 2016-02 resulted in the recognition of ROU assets and corresponding lease liabilities on the Company's consolidated financial position. See Note 8 of the Notes toour Consolidated Financial Statements included in Item 8 of this Annual Report for additional information.
In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces the current incurred loss method used for determining credit losses on financial assets, including trade receivables, with an expected credit loss method. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company will adopt this standard in fiscal year 2024. The Company does not expect the adoption of this standard to have a significant impact on the Company’s consolidated financial position or results of operations.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company will adopt this standard in fiscal year 2021. The Company does not expect the adoption of this standard to have a significant impact on the Company’s consolidated financial position or results of operations.
In March 2017, the FASB issued ASU 2017-07, “Compensation—Retirement Benefits—Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires that the service cost component of net periodic pension cost is presented in the same line as other compensation costs arising from services rendered by the respective employees during the year. The other components of net periodic pension cost are required to be presented in the income statement separately from the service cost component and outside of earnings from operations. This guidance allows for the service cost component to be eligible for capitalization when applicable. This guidance became effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company adopted this standard effective May 1, 2018 using the full retrospective approach.
In February 2018, the FASB issued ASU 2018-2, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This guidance provides the Company with an option to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act ("2017 Tax Act") from accumulated other comprehensive income to retained earnings. This guidance became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this standard effective May 1, 2019 and did not elect to reclassify tax effects as a result of tax reform; therefore, the adoption did not have a significant impact on the Company's consolidated financial position or results of operations.
In March 2018, the FASB issued ASU 2018-09, “Compensation - Stock Compensation ("Topic 718"): Improvements to Employee Share-Based Payment Accounting” ("ASU 2018-09"). This ASU makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation, and the financial statement presentation of excess tax benefits or deficiencies. ASU 2018-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted this standard effective May 1, 2019. The adoption of this standard did not have a significant impact on the Company's consolidated financial position or results of operations.
In August 2018, the FASB issued ASU 2018-14, “Compensation -Retirement Benefits -Defined Benefit Plans -General (Subtopic 715-20) - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans" ("ASU 2018-14"). The amendments in this update remove defined benefit plan disclosures that are no longer considered cost-beneficial, clarify the specific requirementsForm 10-K for a discussion of disclosures, and add disclosure requirements identified as relevant. ASU 2018-14new accounting pronouncements, which is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company will adopt this standard in fiscal year 2021. The Company does not expect the adoption of this standard to have a significant impact on the Company’s consolidated financial position or results of operations.incorporated herein by reference.
In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes ("Topic 740"): Simplifying the Accounting for Income Taxes." This update simplifies the accounting for income taxes through certain targeted improvements to various subtopics within Topic 740. The amendments in this update are effective for fiscal years and interim periods beginning after December 15, 2020. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.
OUTLOOK
Financial Outlook
The Company’sCompany's ability to predict future demand for its products continues to be limited given its role as subcontractor or supplier to dealers for subcontractors. Demand for the Company’sCompany's products is also dependent upon the number of laboratory and healthcare construction projects planned and/or current progress in projects already under construction. The Company’s earnings are also impacted by fluctuations in prevailing pricing
Fiscal year 2023 was a transition year for projects in the laboratory construction marketplace and increased costs of raw materials, including stainless steel, wood, and epoxy resin, and whether the Company as it emerged from a generally disruptive three-year period that included a global pandemic, rapid broad-based inflation, labor shortages, and supply chain disruptions. The Company believes it is ablewell-positioned for the next fiscal year due to increase product pricesits strong global management team, a healthy backlog, improved manufacturing capabilities, and end-use markets that will continue to customersprioritize investment in amountsprojects that correspond to such increases without materiallyrequire the products Kewaunee designs and adversely affecting sales. Additionally, since prices are normally quoted on a firm basis in the industry, the Company bears the burden of possible increases in labor and material costs between the quotation of an order and delivery of a product. Looking forward, we are optimistic about our opportunities for growth within our existing end-markets and are committed to investing and modernizing our capabilities to succeed.manufactures.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rates
We are exposed to market risk in the area of interest rates. This exposure is associated with advancesbalances outstanding under our bank line ofrevolving credit facility and certain lease obligations for production machinery, all of which are priced on a floating rate basis. AdvancesWe had $3.5 million outstanding under the bank line ofour revolving credit were $4.7 millionfacility at April 30, 2020,2023, bearing interest at floating rates. We believe that our current exposure to interest rate market risk is not material.
Foreign Currency Exchange Rates
Our results of operations could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. We derive net sales in U.S. dollars and other currencies including Indian rupees, Singapore dollars, and other currencies. For fiscal year 2020, 23%2023, 27% of net sales were derived in currencies other than U.S. dollars. We incur expenses in currencies other than U.S. dollars relating to specific contracts with customers and for our operations outside the U.S.
Over the long term, net sales to international markets may increase as a percentage of total net sales and, consequently, a greater portion of our business could be denominated in foreign currencies. As a result, operating results may become more subject to fluctuations based upon changes in the exchange rates of certain currencies in relation to the U.S. dollar. To the extent we engage in international sales denominated in U.S. dollars, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in international markets. This effect is also impacted by sourcescosts of raw materials from international sources and costs of our sales, service, and manufacturing locations outside the U.S.
We have foreign currency cash accounts to operate our global business. These accounts are impacted by changes in foreign currency rates. Cash balances at April 30, 20202023 of $5.2$9.4 million were held by our foreign subsidiaries and denominated in currencies other than U.S. dollars.
Item 8. Financial Statements and Supplementary Data
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Kewaunee Scientific Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Kewaunee Scientific Corporation and subsidiaries (the Company)"Company") as of April 30, 20202023 and 2019,2022, the related consolidated statements of income,operations, comprehensive income, stockholders' equity and cash flows for each of the two years in the two-year period ended April 30, 2020,2023, and the related notes (collectively referred to as the “consolidated financial statements”"financial statements"). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company atas of April 30, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the two years in the two-year period ended April 30, 2020,2023, in conformity with U.S.principles generally accepted accounting principles.
Adoptionin the United States of ASC 842, Leases
As discussed in Note 8 to the consolidated financial statements, the Company changed its method of accounting for leases in 2020 due to the adoption of ASC 842, Leases.America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedinclude examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Ernst & YoungFORVIS, LLP
We have served as the Company’sCompany's auditor since 2016.2020.
Charlotte, North CarolinaNC
July 27, 2020June 30, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | |
| Years Ended April 30 | | Kewaunee Scientific Corporation |
| | | | |
| $ and shares in thousands, except per share amounts | | 2023 | | 2022 |
| Net sales | | $ | 219,494 | | | $ | 168,872 | |
| Cost of products sold | | 183,906 | | | 144,652 | |
| Gross profit | | 35,588 | | | 24,220 | |
| Operating expenses | | 30,224 | | | 26,828 | |
| Operating earnings (loss) | | 5,364 | | | (2,608) | |
| Pension (expense) income | | (71) | | | 355 | |
| Other income, net | | 939 | | | 400 | |
| Interest expense | | (1,734) | | | (632) | |
| Earnings (Loss) before income taxes | | 4,498 | | | (2,485) | |
| Income tax expense | | 3,139 | | | 3,518 | |
| Net earnings (loss) | | 1,359 | | | (6,003) | |
| Less: net earnings attributable to the non-controlling interest | | 621 | | | 123 | |
| Net earnings (loss) attributable to Kewaunee Scientific Corporation | | $ | 738 | | | $ | (6,126) | |
| Net earnings (loss) per share attributable to Kewaunee Scientific Corporation stockholders | | | | |
| Basic | | $ | 0.26 | | | $ | (2.20) | |
| Diluted | | $ | 0.25 | | | $ | (2.20) | |
| Weighted average number of common shares outstanding | | | | |
| Basic | | 2,824 | | | 2,786 | |
| Diluted | | 2,902 | | | 2,786 | |
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| Years Ended April 30 | | Kewaunee Scientific Corporation |
| | | | | | | |
| $ and shares in thousands, except per share amounts | | 2020 | | 2019 | | |
| Net sales | | $ | 147,540 |
| | $ | 146,550 |
| | |
| Cost of products sold | | 124,113 |
| | 121,231 |
| | |
| Gross profit | | 23,427 |
| | 25,319 |
| | |
| Operating expenses | | 25,772 |
| | 23,207 |
| | |
| Operating earnings (loss) | | (2,345 | ) | | 2,112 |
| | |
| Pension expense | | (454 | ) | | (295 | ) | | |
| Other income (expense), net | | 426 |
| | 684 |
| | |
| Interest expense | | (493 | ) | | (367 | ) | | |
| Earnings (loss) before income taxes | | (2,866 | ) | | 2,134 |
| | |
| Income tax expense | | 1,758 |
| | 446 |
| | |
| Net earnings (loss) | | (4,624 | ) | | 1,688 |
| | |
| Less: net earnings attributable to the noncontrolling interest | | 63 |
| | 159 |
| | |
| Net earnings (loss) attributable to Kewaunee Scientific Corporation | | $ | (4,687 | ) | | $ | 1,529 |
| | |
| Net earnings (loss) per share attributable to Kewaunee Scientific Corporation stockholders | | | | | | |
| Basic | | $ | (1.70 | ) | | $ | 0.56 |
| | |
| Diluted | | $ | (1.70 | ) | | $ | 0.55 |
| | |
| Weighted average number of common shares outstanding | | | | | | |
| Basic | | 2,750 |
| | 2,742 |
| | |
| Diluted | | 2,750 |
| | 2,794 |
| | |
The accompanying Notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | |
| Years Ended April 30 | | Kewaunee Scientific Corporation |
| | | | |
| $ in thousands | | 2023 | | 2022 |
| Net earnings (loss) | | $ | 1,359 | | | $ | (6,003) | |
| Other comprehensive income (loss), net of tax | | | | |
| Foreign currency translation adjustments | | (290) | | | (186) | |
| Change in unrecognized actuarial loss on pension obligations | | 590 | | | 21 | |
| | | | |
| Comprehensive income (loss), net of tax | | $ | 1,659 | | | $ | (6,168) | |
| Less comprehensive income attributable to the non-controlling interest | | 621 | | | 123 | |
| Total comprehensive income (loss) attributable to Kewaunee Scientific Corporation | | $ | 1,038 | | | $ | (6,291) | |
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| Years Ended April 30 | | Kewaunee Scientific Corporation |
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| $ in thousands | | 2020 | | 2019 | | |
| Net earnings (loss) | | $ | (4,624 | ) | | $ | 1,688 |
| | |
| Other comprehensive income (loss), net of tax | | | | | | |
| Foreign currency translation adjustments | | (444 | ) | | (464 | ) | | |
| Change in unrecognized actuarial loss on pension obligations | | (2,748 | ) | | (46 | ) | | |
| Change in fair value of cash flow hedges | | 1 |
| | 3 |
| | |
| Comprehensive income (loss), net of tax | | (7,815 | ) | | 1,181 |
| | |
| Less comprehensive income (loss) attributable to the noncontrolling interest | | 63 |
| | 159 |
| | |
| Total comprehensive income (loss) attributable to Kewaunee Scientific Corporation | | $ | (7,878 | ) | | $ | 1,022 |
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The accompanying Notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’STOCKHOLDERS' EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kewaunee Scientific Corporation |
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| $ in thousands, except shares and per share amounts | | Common
Stock | | Additional
Paid-in
Capital | | Treasury
Stock | | Retained
Earnings | | Accumulated
Other
Comprehensive
Income (Loss) | | Total
Stockholders'
Equity |
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| | | | | | | | | | | | |
| Balance at April 30, 2021 | | $ | 6,915 | | | $ | 3,807 | | | $ | (53) | | | $ | 34,149 | | | $ | (3,577) | | | $ | 41,241 | |
| Net loss attributable to Kewaunee Scientific Corporation | | — | | | — | | | — | | | (6,126) | | | — | | | (6,126) | |
| Other comprehensive loss | | — | | | — | | | — | | | — | | | (165) | | | (165) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Stock based compensation | | 68 | | | 676 | | | — | | | — | | | — | | | 744 | |
| Balance at April 30, 2022 | | 6,983 | | | 4,483 | | | (53) | | | 28,023 | | | (3,742) | | | 35,694 | |
| Net earnings attributable to Kewaunee Scientific Corporation | | — | | | — | | | — | | | 738 | | | — | | | 738 | |
| Other comprehensive income | | — | | | — | | | — | | | — | | | 300 | | | 300 | |
| Stock based compensation | | 101 | | | 576 | | | — | | | — | | | — | | | 677 | |
| Balance at April 30, 2023 | | $ | 7,084 | | | $ | 5,059 | | | $ | (53) | | | $ | 28,761 | | | $ | (3,442) | | | $ | 37,409 | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Kewaunee Scientific Corporation | |
| | | | | | | | | | | | | |
| $ in thousands, except shares and per share amounts | | Common Stock | | Additional Paid-in Capital | | Treasury Stock | | Retained Earnings As Adjusted | | Accumulated Other Comprehensive Income (Loss) | | Total Stockholders’ Equity |
| Balance at April 30, 2018 | | 6,841 |
| | 3,006 |
| | (53 | ) | | 43,836 |
| | (5,900 | ) | | 47,730 |
|
| Net earnings attributable to Kewaunee Scientific Corporation | | — |
| | — |
| | — |
| | 1,529 |
| | — |
| | 1,529 |
|
| Other comprehensive income | | — |
| | — |
| | — |
| | — |
| | (507 | ) | | (507 | ) |
| Cash dividends paid, $0.74 per share | | — |
| | — |
| | — |
| | (2,030 | ) | | — |
| | (2,030 | ) |
| Stock options exercised, 19,800 shares | | 27 |
| | (27 | ) | | — |
| | — |
| | — |
| | — |
|
| Stock based compensation | | 7 |
| | 154 |
| | — |
| | — |
| | — |
| | 161 |
|
| Cumulative adjustment for adoption of ASC 606, net of tax | | — |
| | — |
| | — |
| | 217 |
| | — |
| | 217 |
|
| Balance at April 30, 2019 | | 6,875 |
| | 3,133 |
| | (53 | ) | | 43,552 |
| | (6,407 | ) | | 47,100 |
|
| Net earnings attributable to Kewaunee Scientific Corporation | | — |
| | — |
| | — |
| | (4,687 | ) | | — |
| | (4,687 | ) |
| Other comprehensive income (expense) | | — |
| | — |
| | — |
| | — |
| | (3,191 | ) | | (3,191 | ) |
| Cash dividends paid, $0.38 per share | | — |
| | — |
| | — |
| | (1,044 | ) | | — |
| | (1,044 | ) |
| Stock options exercised, 2,300 shares | | 1 |
| | (1 | ) | | — |
| | — |
| | — |
| | — |
|
| Stock based compensation | | 9 |
| | 228 |
| | — |
| | — |
| | — |
| | 237 |
|
| Balance at April 30, 2020 | | $ | 6,885 |
| | $ | 3,360 |
| | $ | (53 | ) | | $ | 37,821 |
| | $ | (9,598 | ) | | $ | 38,415 |
|
The accompanying Notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | |
| April 30 | | Kewaunee Scientific Corporation |
| $ and shares in thousands, except per share amounts | | 2023 | | 2022 |
| ASSETS | | | | |
| Current Assets | | | | |
| Cash and cash equivalents | | $ | 8,078 | | | $ | 4,433 | |
| Restricted cash | | 5,737 | | | 2,461 | |
| Receivables, less allowance: $476 (2023); $357 (2022) | | 46,081 | | | 41,254 | |
| Inventories | | 21,889 | | | 23,796 | |
| | | | |
| Note receivable | | — | | | 13,457 | |
| Prepaid expenses and other current assets | | 6,135 | | | 6,164 | |
| Total Current Assets | | 87,920 | | | 91,565 | |
| Property, plant and equipment, net | | 16,402 | | | 15,121 | |
| Right of use assets | | 9,170 | | | 7,573 | |
| | | | |
| Other assets | | 5,406 | | | 4,514 | |
| Total Assets | | $ | 118,898 | | | $ | 118,773 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | |
| Current Liabilities | | | | |
| Short-term borrowings | | $ | 3,587 | | | $ | 1,588 | |
| Current portion of financing liability | | 642 | | | 575 | |
| | | | |
| Current portion of financing lease liabilities | | 85 | | | 126 | |
| Current portion of operating lease liabilities | | 1,967 | | | 1,319 | |
| Accounts payable | | 23,599 | | | 27,316 | |
| Employee compensation and amounts withheld | | 4,304 | | | 4,504 | |
| Deferred revenue | | 4,097 | | | 3,529 | |
| Other accrued expenses | | 1,772 | | | 3,336 | |
| Total Current Liabilities | | 40,053 | | | 42,293 | |
| Long-term portion of financing liability | | 28,132 | | | 28,775 | |
| | | | |
| Long-term portion of financing lease liabilities | | 148 | | | 228 | |
| Long-term portion of operating lease liabilities | | 7,136 | | | 6,179 | |
| Accrued pension and deferred compensation costs | | 3,546 | | | 4,159 | |
| Deferred income taxes | | 943 | | | 428 | |
| Other non-current liabilities | | 455 | | | 531 | |
| Total Liabilities | | 80,413 | | | 82,593 | |
Commitments and Contingencies (Note 9) | | | | |
| Stockholders' Equity | | | | |
| Common stock, $2.50 par value, Authorized—5,000 shares; | | | | |
| Issued— 2,833 shares (2023); 2,793 shares (2022) | | | | |
| Outstanding— 2,830 shares (2023); 2,790 shares (2022) | | 7,084 | | | 6,983 | |
| Additional paid-in capital | | 5,059 | | | 4,483 | |
| Retained earnings | | 28,761 | | | 28,023 | |
| Accumulated other comprehensive loss | | (3,442) | | | (3,742) | |
| Common stock in treasury, at cost: 3 shares | | (53) | | | (53) | |
| Total Kewaunee Scientific Corporation Stockholders' Equity | | 37,409 | | | 35,694 | |
| Non-controlling interest | | 1,076 | | | 486 | |
| Total Stockholders' Equity | | 38,485 | | | 36,180 | |
| Total Liabilities and Stockholders' Equity | | $ | 118,898 | | | $ | 118,773 | |
|
| | | | | | | | |
| April 30 | | Kewaunee Scientific Corporation | |
| $ and shares in thousands, except per share amounts | | 2020 | | 2019 |
| ASSETS | | | | |
| Current Assets | | | | |
| Cash and cash equivalents | | $ | 4,365 |
| | $ | 10,647 |
|
| Restricted cash | | 850 |
| | 509 |
|
| Receivables, less allowance: $606 (2020); $361 (2019) | | 28,062 |
| | 33,259 |
|
| Inventories | | 15,330 |
| | 17,206 |
|
| Prepaid expenses and other current assets | | 5,624 |
| | 3,736 |
|
| Total Current Assets | | 54,231 |
| | 65,357 |
|
| Property, Plant and Equipment, Net | | 16,272 |
| | 16,462 |
|
| Right of use assets | | 9,312 |
| | — |
|
| Deferred income taxes | | 336 |
| | 1,829 |
|
| Other assets | | 3,778 |
| | 3,575 |
|
| Total Assets | | $ | 83,929 |
| | $ | 87,223 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
| Current Liabilities | | | | |
| Short-term borrowings and interest rate swaps | | $ | 4,719 |
| | $ | 9,513 |
|
| Current portion of long-term debt | | — |
| | 1,167 |
|
| Current portion of capital lease liability | | 19 |
| | 17 |
|
| Current portion of operating lease liabilities | | 1,282 |
| | — |
|
| Accounts payable | | 13,114 |
| | 15,190 |
|
| Employee compensation and amounts withheld | | 4,159 |
| | 3,737 |
|
| Deferred revenue | | 2,508 |
| | 1,599 |
|
| Other accrued expenses | | 1,259 |
| | 1,510 |
|
| Total Current Liabilities | | 27,060 |
| | 32,733 |
|
| Long-term debt | | — |
| | 97 |
|
| Long-term portion of capital lease liability | | 113 |
| | 132 |
|
| Long-term portion of operating lease liabilities | | 7,780 |
| | — |
|
| Accrued pension and deferred compensation costs | | 9,303 |
| | 5,878 |
|
| Deferred income taxes | | 401 |
| | — |
|
| Other non-current liabilities | | 569 |
| | 680 |
|
| Total Liabilities | | 45,226 |
| | 39,520 |
|
| Commitments and Contingencies (Note 8) | |
| |
|
| Stockholders’ Equity | | | | |
| Common stock, $2.50 par value, Authorized—5,000 shares; | | | | |
| Issued—2,754 shares (2020); 2,750 shares; (2019); | | | | |
| Outstanding—2,751 shares (2020); 2,747 shares (2019); | | 6,885 |
| | 6,875 |
|
| Additional paid-in capital | | 3,360 |
| | 3,133 |
|
| Retained earnings | | 37,821 |
| | 43,552 |
|
| Accumulated other comprehensive loss | | (9,598 | ) | | (6,407 | ) |
| Common stock in treasury, at cost: 3 shares | | (53 | ) | | (53 | ) |
| Total Kewaunee Scientific Corporation Stockholders’ Equity | | 38,415 |
| | 47,100 |
|
| Noncontrolling Interest | | 288 |
| | 603 |
|
| Total Stockholders' Equity | | 38,703 |
| | 47,703 |
|
| Total Liabilities and Stockholders’ Equity | | $ | 83,929 |
| | $ | 87,223 |
|
The accompanying Notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | |
| Years Ended April 30 | | Kewaunee Scientific Corporation |
| $ in thousands | | 2023 | | 2022 |
| Cash Flows from Operating Activities | | | | |
| Net earnings (loss) | | $ | 1,359 | | | $ | (6,003) | |
| Adjustments to reconcile net earnings (loss) to net cash used by operating activities: | | | | |
| Depreciation | | 2,867 | | | 2,769 | |
| Bad debt provision | | 120 | | | 92 | |
| Stock based compensation expense | | 886 | | | 729 | |
| Provision for deferred income taxes | | 516 | | | 120 | |
| Change in assets and liabilities: | | | | |
| Receivables | | (4,947) | | | (8,464) | |
| Inventories | | 1,907 | | | (7,279) | |
| Income tax receivable | | — | | | 955 | |
| Accounts payable and other accrued expenses | | (5,558) | | | 11,886 | |
| Deferred revenue | | 568 | | | 406 | |
| Other, net | | (1,508) | | | (3,096) | |
| Net cash used by operating activities | | (3,790) | | | (7,885) | |
| Cash Flows from Investing Activities | | | | |
| Capital expenditures | | (4,148) | | | (1,908) | |
| Net cash used in investing activities | | (4,148) | | | (1,908) | |
| Cash Flows from Financing Activities | | | | |
| | | | |
| | | | |
| Proceeds from short-term borrowings | | 60,599 | | | 59,359 | |
| Repayments on short-term borrowings | | (58,601) | | | (64,598) | |
| Proceeds from sale-leaseback transaction | | 13,629 | | | 15,893 | |
| Repayments on financing liability | | (575) | | | — | |
| Proceeds from long-term debt | | — | | | 377 | |
| Repayments on long-term debt | | (121) | | | — | |
| | | | |
| Net cash provided by financing activities | | 14,931 | | | 11,031 | |
| Effect of exchange rate changes on cash, net | | (72) | | | (75) | |
| Increase in Cash, Cash Equivalents and Restricted Cash | | 6,921 | | | 1,163 | |
| Cash, Cash Equivalents and Restricted Cash at Beginning of Year | | 6,894 | | | 5,731 | |
| Cash, Cash Equivalents and Restricted Cash at End of Year | | $ | 13,815 | | | $ | 6,894 | |
| Supplemental Disclosure of Cash Flow Information | | | | |
| Interest paid | | $ | 1,862 | | | $ | 480 | |
| Income taxes paid | | $ | 3,158 | | | $ | 1,006 | |
| Assets obtained under new finance or operating leases | | $ | 3,902 | | | $ | 366 | |
|
| | | | | | | | | |
| Years Ended April 30 | | Kewaunee Scientific Corporation |
| $ in thousands | | 2020 | | 2019 | |
| Cash Flows from Operating Activities | | | | | |
| Net earnings (loss) | | $ | (4,624 | ) | | $ | 1,688 |
| |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | |
| Depreciation | | 2,654 |
| | 2,571 |
| |
| Bad debt provision | | 364 |
| | 65 |
| |
| Stock based compensation expense | | 251 |
| | 197 |
| |
| Provision for deferred income tax expense | | 1,895 |
| | 202 |
| |
| Change in assets and liabilities: | | | | | |
| Receivables | | 4,833 |
| | (664 | ) | |
| Inventories | | 1,876 |
| | 456 |
| |
| Accounts payable and other accrued expenses | | (2,016 | ) | | (55 | ) | |
| Deferred revenue | | 909 |
| | (285 | ) | |
| Other, net | | (1,981 | ) | | (1,685 | ) | |
| Net cash provided by operating activities | | 4,161 |
| | 2,490 |
| |
| Cash Flows from Investing Activities | | | | | |
| Capital expenditures | | (2,465 | ) | | (4,213 | ) | |
| Net cash used in investing activities | | (2,465 | ) | | (4,213 | ) | |
| Cash Flows from Financing Activities | | | | | |
| Dividends paid | | (1,044 | ) | | (2,030 | ) | |
| Dividends paid to noncontrolling interest in subsidiaries | | (324 | ) | | (51 | ) | |
| Proceeds from short-term borrowings | | 58,721 |
| | 62,646 |
| |
| Repayments on short-term borrowings | | (63,515 | ) | | (57,018 | ) | |
| Payments on long-term debt and lease obligations | | (1,282 | ) | | (1,177 | ) | |
| Net proceeds from exercise of stock options (including tax benefit) | | (14 | ) | | (36 | ) | |
| Net cash (used in) provided by financing activities | | (7,458 | ) | | 2,334 |
| |
| Effect of exchange rate changes on cash, net | | (179 | ) | | (413 | ) | |
| (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash | | (5,941 | ) | | 198 |
| |
| Cash, Cash Equivalents and Restricted Cash at Beginning of Year | | 11,156 |
| | 10,958 |
| |
| Cash, Cash Equivalents and Restricted Cash at End of Year | | $ | 5,215 |
| | $ | 11,156 |
| |
| Supplemental Disclosure of Cash Flow Information | | | | | |
| Interest paid | | $ | 513 |
| | $ | 352 |
| |
| Income taxes paid | | $ | 188 |
| | $ | 2,460 |
| |
The accompanying Notes are an integral part of these Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Summary of Significant Accounting Policies
Kewaunee Scientific Corporation and subsidiaries (collectively the “Company”"Company") design, manufacture, and install laboratory, healthcare, and technical furniture products. The Company’sCompany's products include steel and wood and laminate furniture, fume hoods, biological safety cabinets, laminar flow and ductlesscasework, fume hoods, adaptable modular and column systems, movablemoveable workstations, stand-alone benches, biological safety cabinets, and carts, epoxy resin worksurfaces, sinkswork surfaces and accessories and related design services.sinks. The Company’sCompany's sales are made through purchase orders and contracts submitted by customers through its dealers, its subsidiaries in Singapore and agents,India, and a national stocking distributor, and competitive bids submitted by the Company and its subsidiaries located in Singapore, India, and China.distributor. See Note 1112, Restructuring Costs for details on the closure status of the Company's China operations in fiscal year 2020.operations. The majority of the Company’sCompany's products are sold to customers located in North America, primarily within the United States. The Company’sCompany's laboratory products are used in chemistry, physics, biology and other general science laboratories in the pharmaceutical, biotechnology, industrial, chemical, commercial, educational, government and health care markets. Technical products are used in facilities manufacturing computers and light electronics and by users of computer and networking furniture. Laminate casework is used in educational, healthcare and industrial applications. Principles of Consolidation The Company’sCompany's consolidated financial statements include the accounts of Kewaunee Scientific Corporation and its international subsidiaries. A brief description of each subsidiary, along with the amount of the Company’sCompany's controlling financial interests, as of April 30, 20202023 is as follows: (1) Kewaunee Labway Asia Pte. Ltd., a commercial sales organization for the Company’sCompany's products in Singapore, is 100% owned by the Company; (2) Kewaunee Scientific Corporation Singapore Pte. Ltd., a holding company in Singapore, is 100% owned by the Company; (3) Kewaunee Labway India Pvt. Ltd., a design, installation, manufacturing, assembly and commercial sales operation for the Company’sCompany's products in Bangalore, India, is 95% owned by the Company; (4) Koncepo Scientech International Pvt. Ltd., a laboratory design and strategic advisory and construction management services firm, located in Bangalore, India, is 80% owned by the Company; (5) Kewaunee Scientific (Suzhou) Co., Ltd., a commercial sales organization for the Company’s products in China, is 100% owned by the Company; (6) Kequip Global Lab Solutions Pvt. Ltd. is 70% owned by Kewaunee Scientific Corporation Singapore Pte. Ltd. All intercompany balances, transactions, and profits have been eliminated. Included in the consolidated financial statements are net assets of $22,775,000$16,786,000 and $17,887,000$13,127,000 at April 30, 20202023 and 2019,2022, respectively, of the Company’sCompany's subsidiaries. Net sales by the Company’sCompany's subsidiaries in the amounts of $32,437,000$72,778,000 and $29,964,000$42,024,000 were included in the consolidated statements of operations for fiscal years 20202023 and 2019,2022, respectively.
Change in Accounting Principle During the second quarter of fiscal year 2019, the Company changed its method of accounting for its Domestic segment’s inventory from the last-in, first-out ("LIFO") method to the first-in, first out ("FIFO") method.
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. During the years ended April 30, 20202023 and 2019,2022, the Company had cash deposits in excess of FDIC insured limits. The Company has not experienced any losses from such deposits.
In accordance with ASU 2016-18, Statement of Cash Flows: Restricted Cash, theThe Company includes restricted cash along with the cash balance for presentation in the condensed consolidated statements of cash flows. The reconciliation between the condensed consolidated balance sheet and the condensed consolidated statement of cash flows at April 30 is as follows:
| | | | | | | | | | | | | | |
| $ in thousands | | 2023 | | 2022 |
| Cash and cash equivalents | | $ | 8,078 | | | $ | 4,433 | |
| Restricted cash | | 5,737 | | | 2,461 | |
| Total cash, cash equivalents and restricted cash | | $ | 13,815 | | | $ | 6,894 | |
|
| | | | | | | | |
| $ in thousands | | 2020 | | 2019 |
| Cash and cash equivalents | | $ | 4,365 |
| | $ | 10,647 |
|
| Restricted cash | | 850 |
| | 509 |
|
| Total cash, cash equivalents and restricted cash | | 5,215 |
| | 11,156 |
|
Restricted Cash Restricted cash includes bank deposits of subsidiaries used for performance guarantees against customer orders.
Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable Receivables are stated at the amount owed by the customer, net of allowances for estimated doubtful accounts. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where management is aware of a customer’scustomer's inability to meet its financial obligations to the Company, or a project dispute makes it unlikely that all of the receivable owed by a customer will be collected, a specific reserve for bad debts is estimated and recorded to reduce the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, a general reserve for bad debts is estimated and recorded based on past loss history and an overall assessment of past due trade accounts receivable amounts outstanding. Accounts are written off when it is clearly established that the receivable is a bad debt. Recoveries of receivables previously written off are recorded when received.
The activity in the allowance for doubtful accounts for each of the years ended April 30 was:
| | | | | | | | | | | | | | |
| $ in thousands | | 2023 | | 2022 |
| Balance at beginning of year | | $ | 357 | | | $ | 636 | |
| Bad debt provision | | 120 | | | 92 | |
| Doubtful accounts written off (net) | | (1) | | | (371) | |
| Balance at end of year | | $ | 476 | | | $ | 357 | |
|
| | | | | | | | |
| $ in thousands | | 2020 | | 2019 |
| Balance at beginning of year | | $ | 361 |
| | $ | 384 |
|
| Bad debt provision | | 364 |
| | 65 |
|
| Doubtful accounts written off (net) | | (119 | ) | | (88 | ) |
| Balance at end of year | | $ | 606 |
| | $ | 361 |
|
Unbilled Receivables Accounts receivable include unbilled receivables that represent amounts earned which have not yet been billed in accordance with contractually stated billing terms.terms, excluding retention, which is included in other assets. The amount of unbilled receivables, net of unbilled retention, at April 30, 20202023 and 20192022 was $6,131,000$13,459,000 and $4,589,000,$9,287,000, respectively.
Inventories During fiscal year 2019, the Company elected to change the method of accounting for the inventory of its Domestic segment from the LIFO method to the FIFO method. Inventories The Company's inventories are valued at the Company's international subsidiaries had previously been and continue to be measured onlower of cost or net realizable value under the FIFOfirst-in, first-out ("FIFO") method.
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. Property, plant and equipment consisted of the following at April 30:
| | | | | | | | | | | | | | | | | | | | |
| $ in thousands | | 2023 | | 2022 | | Useful Life |
| Land | | $ | 41 | | | $ | 41 | | | N/A |
| Building and improvements | | 17,147 | | | 17,164 | | | 10-40 years |
| Machinery and equipment | | 44,180 | | | 43,121 | | | 5-10 years |
| Total | | 61,368 | | | 60,326 | | | |
| Less accumulated depreciation | | (44,966) | | | (45,205) | | | |
| Net property, plant and equipment | | $ | 16,402 | | | $ | 15,121 | | | |
|
| | | | | | | | | | |
| $ in thousands | | 2020 | | 2019 | | Useful Life |
| Land | | $ | 41 |
| | $ | 41 |
| | N/A |
| Building and improvements | | 16,920 |
| | 16,594 |
| | 10-40 years |
| Machinery and equipment | | 40,898 |
| | 40,041 |
| | 5-10 years |
| Total | | 57,859 |
| | 56,676 |
| | |
| Less accumulated depreciation | | (41,587 | ) | | (40,214 | ) | | |
| Net property, plant and equipment | | $ | 16,272 |
| | $ | 16,462 |
| | |
ManagementThe Company reviews the carrying value of property, plant and equipment for impairment annually or whenever changes in circumstances or events indicate that such carrying value may not be recoverable. If projected undiscounted cash flows are not sufficient to recover the carrying value of the potentially impaired asset, the carrying value is reduced to estimated fair value. There were no impairments in fiscal years 20202023 or 2019.2022.
Other Assets Other assets at April 30, 20202023 and 20192022 included $2,485,000$1,191,000 and $3,057,000,$1,293,000, respectively, of unbilled retainage, $2,352,000 and $2,480,000, respectively, of assets held in a trust account for non-qualified benefit plansplan, and $87,000$111,000 and $76,000,$110,000, respectively, of cash surrender values of life insurance policies. Life insurance policies are recorded at the amount that could be realized under the insurance contract as of the date of the Company’sCompany's consolidated balance sheets with the change in cash surrender or contract value being recorded as income or expense during each period.
Use of Estimates The presentation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant estimates impacting the accompanying consolidated financial statements include the allowance for uncollectible accounts receivable, inventory valuation, self-insurance reserves, income taxes, and pension liabilities.
Variable Interest Entity On December 22, 2021, the Company entered into an Agreement for Purchase and Sale of Real Property with CAI Investments Sub-Series 100 LLC (the "Buyer"), for the Company’s headquarters and manufacturing facilities (the "Property") located in Statesville, North Carolina (the "Sale Agreement") in exchange for $30,275,000 in sales proceeds, $14,864,000 of which was payable in redeemable preferred shares in CAI Investments Medical Products I Parent, LLC ("Parent"), an affiliate of Buyer. At April 30, 2022, the carrying value of the redeemable preferred shares was $13.5 million.
The Sale Agreement was finalized on March 24, 2022 and coincided with a 20-year lease, effective on such date between the Company and CAI Investments Medical Products I Master Lessee LLC ("Lessor"), an affiliate of Buyer, for the Property (the "Lease Agreement"). At the same time, the Buyer and its affiliates formed a new, debt-financed affiliate CAI Investments Medical Products I, DST ("Trust") and contributed the Property to the Trust. According to the terms of the lease, the Trust leased the Property to its affiliated Lessor, which in turn sub-leased the Property to the Company (together with the Sale Agreement, the "Sale-Leaseback Arrangement"). For additional information on the accounting for the Sale-Leaseback Arrangement, refer to Note 5, Sale-Leaseback Financing Transaction. The Company concluded as of April 30, 2022 that Parent and its direct affiliates, including the Trust, are designed primarily to acquire and manage the Property and constitute a variable interest entity because the Trust lacks sufficient equity on its own to finance its operations. The Company evaluated its lease arrangement and redeemable preferred shares in Parent as variable interests. Based on its evaluation, the Company concluded it should not consolidate Parent or its affiliates under the variable interest model or the voting interest model of ASC 810, Consolidation.
The Company recorded the redeemable preferred shares as a Note Receivable, classified as held to maturity at amortized cost, on its Consolidated Balance Sheet, rather than as an investment in preferred equity, due to the mandatory redemption feature of the preferred shares.
As of June 22, 2022, the Company had fully redeemed all shares and converted the Note Receivable to cash. The Company's maximum exposure to the Buyer and its affiliates as of April 30, 2023 was limited to the Company’s lease payments and right to use the Property.
Fair Value of Financial Instruments A financial instrument is defined as cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’sCompany's financial instruments consist primarily of cash and equivalents, mutual funds, cash surrender value of life insurance policies, a note receivable and corresponding sale-leaseback financing liability, term loans and short-term borrowings. The carrying value of these assets and liabilities approximate their fair value.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Expanded disclosures about instruments measured at fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:
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Level 1 | Quoted prices in active markets for identical assets or liabilities as of the reporting date. |
Level 1 Quoted prices in active markets for identical assets or liabilities as of the reporting date.
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Level 2 | Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date. |
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Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following tables summarize the Company’sCompany's fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring and nonrecurring basis as of April 30, 20202023 and 20192022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| Financial Assets | | | | | | | |
Trading securities held in non-qualified compensation plans (1) | $ | 1,105 | | | $ | — | | | $ | — | | | $ | 1,105 | |
Cash surrender value of life insurance policies (1) | — | | | 1,358 | | | — | | | 1,358 | |
| Total | $ | 1,105 | | | $ | 1,358 | | | $ | — | | | $ | 2,463 | |
| Financial Liabilities | | | | | | | |
Non-qualified compensation plans (2) | $ | — | | | $ | 2,910 | | | $ | — | | | $ | 2,910 | |
| | | | | | | |
| Total | $ | — | | | $ | 2,910 | | | $ | — | | | $ | 2,910 | |
| | | | 2020 | | 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total |
| Financial Assets | | | | | | | | Financial Assets | | | | | | | |
Trading securities held in non-qualified compensation plans (1) | $ | 2,485 |
| | $ | — |
| | $ | — |
| | $ | 2,485 |
| Trading securities held in non-qualified compensation plans (1) | $ | 1,219 | | | $ | — | | | $ | — | | | $ | 1,219 | |
Cash surrender value of life insurance policies (1) | — |
| | 87 |
| | — |
| | 87 |
| Cash surrender value of life insurance policies (1) | — | | | 1,371 | | | — | | | 1,371 | |
| Total | $ | 2,485 |
| | $ | 87 |
| | $ | — |
| | $ | 2,572 |
| Total | $ | 1,219 | | | $ | 1,371 | | | $ | — | | | $ | 2,590 | |
| Financial Liabilities | | | | | | | | Financial Liabilities | | | | | | | |
Non-qualified compensation plans (2) | $ | — |
| | $ | 2,899 |
| | $ | — |
| | $ | 2,899 |
| Non-qualified compensation plans (2) | $ | — | | | $ | 3,003 | | | $ | — | | | $ | 3,003 | |
| Interest rate swap derivatives | — |
| | — |
| | — |
| | — |
| |
| | Total | $ | — |
| | $ | 2,899 |
| | $ | — |
| | $ | 2,899 |
| Total | $ | — | | | $ | 3,003 | | | $ | — | | | $ | 3,003 | |
performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The majority of the Company’sCompany's revenues are recognized over time as the customer receives control as the Company performs work under a contract. However, a portion of the Company’sCompany's revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract. Sales taxes that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. Certain customers' cash discounts and volume rebates are offered as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations.
The following is a reconciliation of basic to diluted weighted average common shares outstanding:
The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The majority of the Company’sCompany's revenues are recognized over time as the customer receives control as the Company performs work under a contract. However, a portion of the Company’sCompany's revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract.
A performance obligation is a distinct good or service or bundle of goods and services that is distinct or a series of distinct goods or services that are substantially the same and have the same pattern of transfer. The Company identifies performance obligations at the inception of a contract and allocates the transaction price to individual performance obligations to reasonably reflect the Company’sCompany's performance in transferring control of the promised goods or services to the customer. The Company has elected to treat shipping and handling as a fulfillment activity instead of a separate performance obligation.
The Company principally generates revenue from the manufacture of custom laboratory, healthcare, and technical furniture and infrastructure products (herein referred to as “laboratory furniture”"laboratory furniture"). The Company’sCompany's products include steel and wood and laminate furniture,casework, fume hoods, adaptable modular systems, moveable workstations, stand-alone benches, biological safety cabinets, laminar flow and ductless hoods, adaptable modular and column systems, moveable workstations and carts, epoxy resin worksurfaces, sinks,work surfaces and accessories and related design services.sinks. Customers can benefit from each piece of laboratory furniture on its own or with resources readily available in the market place such as separately purchased installation services. Each piece of laboratory furniture does not significantly modify or customize other laboratory furniture, and the pieces of laboratory furniture are not highly interdependent or interrelated with each other. The Company can, and frequently does, break portions of contracts into separate “runs”"runs" to meet manufacturing and construction schedules. As such, each piece of laboratory furniture is considered a separate and distinct performance obligation. The majority of the Company’sCompany's products are customized to meet the specific architectural design and performance requirements of laboratory planners and end users. The finished laboratory furniture has no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. As such, revenue from the sales of customized laboratory furniture is recognized over time once the customization process has begun, using the units-of-production output method to measure progress towards completion. There is not a material amount of work-in-process for which the customization process has begun at the end of a reporting period. The Company believes this output method most reasonably reflects the Company’sCompany's performance because it directly measures the value of the goods transferred to the customer. For standardized products sold by the Company, revenue is recognized when control transfers, which is typically freight on board (“FOB”("FOB") shipping point.
All orders contain a standard warranty that warrants that the product is free from defects in workmanship and materials under normal use and conditions for a limited period of time. Due to the nature and quality of the Company’sCompany's products, any warranty issues have historically been determined in a relatively short period after the sale, have been infrequent in nature, and have been immaterial to the Company’sCompany's financial position and results of operations. The Company’sCompany's standard warranties are not considered a separate and distinct performance obligation as the Company does not provide a service to customers beyond assurance that the covered product is free of initial defects. Costs of providing these short term assurance warranties are immaterial and, accordingly, are expensed as incurred. Extended separately priced warranties are available which can last up to fiveten years. Extended warranties are considered separate performance obligations as they are individually priced options providing assurances that the products are free of defects.
The Company sometimes performs installation services for customers. The scope of installation services primarily relates to setting up and ensuring the proper functioning of the laboratory furniture. In certain markets, the Company may provide a broader range of installation services involving the design and installation of the laboratory’slaboratory's mechanical services. Installation services can be, and often are, performed by third parties and thus may be distinct from the Company’sCompany's products. Installation services create or enhance assets that the customer controls as the installation services are provided. As such, revenue from installation services is recognized over time, as the installation services are performed using the cost input method, as there is a direct relationship between the Company’sCompany's inputs and the transfer of control by means of the performance of installation services to the customer.
It is common in the laboratory and healthcare furniture industries for customers to request delivery at specific future dates, as products are often to be installed in buildings yet to be constructed. Frequently, customers will request the manufacture of these products prior to the customer’scustomer's ability or readiness to receive the product due to various reasons such as changes to or delays in the construction of the building. As such, from time to time ourKewaunee's customers require us to provide custodial services for their laboratory furniture. Custodial services are frequently provided by third parties and do not significantly alter the other goods or services covered by the contract and as such are considered a separate and distinct performance obligation. Custodial services are simultaneously received and consumed by the customer and as such revenue from custodial services is recognized over time using a straight-line time-based measure of progress towards completion, because the Company’sCompany's services are provided evenly throughout the performance period.
The Company's contracts with customers may cover multiple goods and services, such as differing types of laboratory furniture and installation services. For these arrangements, each good or service is evaluated to determine whether it represents a distinct performance obligation. The total transaction price is then allocated to the distinct performance obligations based on their relative standalone selling price at the inception of the arrangement. If available, the Company utilizes observable prices for goods or services sold separately to similar customers in similar circumstances to determine its relative standalone selling price. Otherwise, list prices are used if they are determined to be representative of standalone selling prices. If neither of these methods are available at contract inception, such as when the Company does not sell the product or service separately, judgment may be required and the Company determines the standalone selling price using one, or a combination of, the adjusted market assessment or expected cost-plus margin approaches.
A summary of net sales transferred to customers at a point in time and over time for the twelve months ended April 30 is as follows (in thousands):
revenue which is disclosed on the consolidated balance sheets and in the notes to the consolidated financial statements. In general, the Company receives payments from customers based on a billing schedule established in its contracts. Unbilled receivables represent amounts earned which have not yet been billed in accordance with contractually stated billing terms. Accounts receivable are recorded when the right to consideration becomes unconditional and the Company has a right to invoice the customer. Deferred revenue relates to payments received in advance of performance under the contract. Deferred revenue is recognized as revenue as (or when) the Company performs under the contract.
Significant items comprising deferred tax assets and liabilities as of April 30 were as follows:
The Company files federal, state and local tax returns with statutes of limitation generally ranging from 3 to 4 years. The Company is generally no longer subject to federal tax examinations for years prior to fiscal year 20162019 or state and local tax examinations for years prior to fiscal year 2015.2018. Tax returns filed by the Company’sCompany's significant foreign subsidiaries are generally subject to statutes of limitations of 3 to 7 years and are generally no longer subject to examination for years prior to fiscal year 2014.2017. The Company has no unrecognized tax benefits.
stockholders approved an amendment to this plan to increase the number of shares available under the 2008 Plan by 300,000 shares. Under the plan, options were granted at not less than the fair market value at the date of grant and options are exercisable in such installments, for such terms (up to 10 years), and at such times, as the Board of Directors determined at the time of the grant. At April 30, 2020,2023, there were no shares available for future grants under the 2008 Plan.
In order to determine the fair value of stock options on the date of grant, the Company applied the Black-Scholes option pricing model. Inherent in the model are assumptions related to expected stock-price volatility, option life, risk-free interest rate, and dividend yield. The stock options outstanding have the “plain-vanilla”"plain-vanilla" characteristics as defined in SEC Staff Accounting Bulletin No. 107 (SAB 107). The Company utilized the Safe Harbor option “Simplified Method”"Simplified Method" to determine the expected term of these options in accordance with the guidance of SAB 107 for options outstanding.
The Company issued new shares of common stock to satisfy options exercised during fiscal years 20202023 and 2019.2022. Stock option activity and weighted average exercise price are summarized as follows:
The number of options outstanding, exercisable, and their weighted average exercise prices were within the following ranges at April 30, 2020:2023:
The Company has operating type leases for real estate and equipment in both the U.S. and internationally and a financing leaseleases for a truckequipment in the U.S. At April 30, 2020,United States. ROU assets totaled $9,312,000. Included in the ROU assets was a finance lease with a net value of $123,000 with accumulated amortization totaling $36,000.$9,170,000 and $7,573,000 at April 30, 2023 and 2022, respectively. Operating cash paid to settle lease liabilities was $1,526,000$2,278,640 and $2,019,000 for the twelve monthsfiscal year ended April 30, 2020.2023 and 2022, respectively. The Company’sCompany's leases have remaining lease terms of up to 108 years. In addition, some of the leases may include options to extend the leases for up to 5 years or options to terminate the leases within 1 year. Operating lease expense was $2,441,000$3,344,000 for the twelve months ended April 30, 2020,2023, inclusive of period cost for short-term leases, not included in lease liabilities, of $915,000. Rent$1,065,000. Operating lease expense was $3,067,000 for these operating leases was $2,225,000 inthe fiscal year 2019.ended April 30, 2022, inclusive of period cost for short-term leases, not included in lease liabilities, of $1,048,000.
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 Company’sCompany's consolidated financial condition or results of operations.
The Company has non-contributory defined benefit pension plans covering some of its domestic employees. These plans were amended as of April 30, 2005, no further benefits have been, or will be, earned under the plans subsequent to the amendment date, and no additional participants will be added to the plans. The defined benefit plan for salaried employees provides pension benefits that are based on each employee’semployee's years of service and average annual compensation during the last ten consecutive calendar years of employment as of April 30, 2005. The benefit plan for hourly employees provides benefits at stated amounts based on years of service as of April 30, 2005. The Company uses an April 30 measurement date for its defined benefit plans.
The change in projected benefit obligations and the change in fair value of plan assets for the non-contributory defined benefit pension plans for each of the years ended April 30 are summarized as follows:
The estimated net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during fiscal year 20212024 is $1,680,000.$580,000.
The following benefit payments are expected to be paid from the benefit plans in the fiscal years ending April 30:
The expected long-term portfolio return is established via a building block approach with proper consideration of diversification and rebalancing. Historical markets are studied and long-term historical relationships between equities and fixed-income securities are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long term. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. Peer data and historical returns are also reviewed to check for reasonableness and appropriateness.
The Company uses a Yield Curve methodology to determine its GAAP discount rate. Under this approach, future benefit payment cash flows are projected from the pension plan on a projected benefit obligation basis. The payment stream is discounted to a present value using an interest rate applicable to the timing of each respective cash flow. The graph of these time-dependent interest rates is known as a yield curve. The interest rates comprising the Yield Curve are determined through a statistical analysis performed by the IRS and issued each month in the form of a pension discount curve. For this purpose, the universe of possible bonds consists of a set of bonds which are designated as corporate, have high quality ratings (AAA or AA) from nationally recognized statistical rating organizations, and have at least $250 million in par amount outstanding on at least one day during the reporting period. A 1% increase/decrease in the discount rate for fiscal years 20202023 and 20192022 would decrease/increaseincrease/decrease pension expense by approximately $236,000$231,000 and $234,000,$271,000, respectively.
The Company uses a total return investment approach, whereby a mix of equities and fixed-income investments are used to attempt to maximize the long-term return on plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. The target allocations based on the Company’sCompany's investment policy were 75% in equity securities and 25% in fixed-income securities at April 30, 20202023 and April 30, 2019.2022. A 1% increase/decrease in the expected return on assets for fiscal years 20202023 and 20192022 would decrease/increaseincrease/decrease pension expense by approximately $183,000$181,000 and $187,000,$207,000, respectively.
Level 1 retirement plan assets include United States currency held by a designated trustee and equity funds of common and preferred securities issued by domestic and foreign corporations. These equity funds are traded actively on exchanges and price quotes for these shares are readily available.
The Company has a defined contribution plan covering substantially all domestic salaried and hourly employees. The plan provides benefits to all employees who have attained age 21, completed three months of service, and who elect to participate. The plan provides that the Company make matching contributions equal to 100% of the employee’semployee's qualifying contribution up to 3% of the employee’semployee's compensation, and make matching contributions equal to 50% of the employee’semployee's contributions between 3% and 5% of the employee’semployee's compensation, resulting in a maximum employer contribution equal to 4% of the employee’semployee's compensation. The Company's matching contributions were $974,000$932,000 and $953,000$967,000 for years ending April 30, 20202023 and 2019.2022. Additionally, the plan provides that the Company may elect to make a non-matching contribution for participants employed by the Company on December 31 of each year. The Company included 1% of the participant’s qualifying compensation in the annual contributions to the plan in fiscal year 2019 of $338,000. The Company did not elect to make a non-matching contribution in fiscal year 2020.years 2023 and 2022.
Intersegment transactions are recorded at normal profit margins. All intercompany balances and transactions have been eliminated. Certain corporate expenses shown below are net of expenses that have not been allocated to the business segments.
The following table shows revenues, earnings, and other financial information by business segment and unallocated corporate expenses for each of the years ended April 30: