UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 20112014 or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto            

Commission file number 0-5286

 

 

KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 38-0715562

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

2700 West Front Street

Statesville, North Carolina

 28677-2927
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 873-7202

Securities registered pursuant to Section 12(b) of the Act:

 

   

Title of Each Class

     

Name of Exchange on which registered

 Common Stock $2.50 par value   NASDAQ Global Market  

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

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  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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  ¨x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):

 

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  x
 (Do not check if a smaller reporting company) 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of shares of voting stock held by non-affiliates of the registrant was approximately $23,391,414,$39,915,849 based on the last reported sale price of the registrant’s Common Stock on October 29, 2010,31, 2013, the last business day of the registrant’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 11, 2011,10, 2014, the registrant had outstanding 2,579,0832,622,897 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE: Those portions of the Company’s proxy statement for use in connection with Kewaunee Scientific Corporation’s annual meeting of stockholders to be held on August 24, 2011,27, 2014, indicated in this report are incorporated by reference into Part III hereof.

 

 

 


Table of Contents

     Page or Reference 

PART I

    

Item 1.

  Business   3  

Item 1A.

  Risk Factors   5  

Item 2.

  Properties   6  

Item 3.

  Legal Proceedings6

Item 4.

Mine Safety Disclosures   6  

PART II

    

Item 5.

  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   7  

Item 6.

  Selected Financial Data   8  

Item 7.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations   9  

Item 7A.

  Quantitative and Qualitative Disclosures About Market Risk   1413  

Item 8.

  Financial Statements and Supplementary Data   14  

Item 9.

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   3537  

Item 9A.

  Controls and Procedures   3537  

Item 9B.

  Other Information   3537  

PART III

    

Item 10.

  Directors, Executive Officers and Corporate Governance of the Registrant   3638  

Item 11.

  Executive Compensation   3739  

Item 12.

  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   3739  

Item 13.

  Certain Relationships and Related Transactions, and Director Independence   3840  

Item 14.

  Principal AccountingAccountant Fees and Services   3840  

PART IV

    

Item 15.

  Exhibits and Financial Statement Schedules   3941  

SIGNATURES

     4042  

EXHIBIT INDEX

     4143  

PART I

Item1.Item 1. Business

GENERAL

Kewaunee Scientific Corporation 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, technicalhealthcare, and laminatetechnical furniture products. Laboratory furniture products include both steel and wood cabinetry, fume hoods, adaptable modular systems, moveable workstations, environmentally friendly casework, biological safety cabinets, and epoxy resin countersworksurfaces and sinks. Healthcare furniture products include laminate casework, storage systems, and related products for healthcare applications. Technical furniture products include column systems, slotted-post systems, pedestal systems, and stand-alone benches. Laminate furniture includes laminate casework, systems and related products for educational, healthcare and industrial applications.

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, India and Singapore.China. 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 involving competitive public bidding.

It is common in the laboratory and healthcare furniture industryindustries 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 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 laboratory 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 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 completion of the project.

The principal 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.

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 sales are sometimes lower during our third quarter because of slower construction activity in certain areas of the country during the winter months. Our business is not dependent on any one or a few customers; however,customers. However, sales to our national stocking distributor VWR International, LLC, represented approximately 14%9%, 10%,11% and 13%12% of net sales in each of fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively, and revenue for two of the Company’s domestic dealers represented in the aggregate approximately 24%, 14% and 2% of the Company’s total sales in fiscal years 2014, 2013, and 2012, respectively.

Our order backlog at April 30, 20112014 was $65.7$89.0 million, as compared to $68.9$80.2 million at April 30, 20102013 and $62.7$86.2 million at April 30, 2009. All but $14.3 million2012. Based on scheduled shipment dates and past experience, we estimate that more than 70 percent of theour order backlog at April 30, 2011 was scheduled for shipment2014 will be shipped during fiscal year 2012; however,2015. 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. Based on scheduled shipment dates and past experience, we estimate that more than 70 percent of our order backlog at April 30, 2011 will be shipped during fiscal year 2012.

SEGMENT INFORMATION

See Note 9 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 compete to be highly competitive and believe that the principal competitive factors are price, product performance, and customer service. A significant portion of our business is based upon competitive public bidding.

RESEARCH AND DEVELOPMENT

The amount spent and expensed by us during the fiscal year ended April 30, 20112014 on research and development activities related to new or redesigned products was $1,181,000.$842,000. The amounts spent for similar purposes in the fiscal years ended April 30, 20102013 and 20092012 were $1,296,000$872,000 and $1,108,000,$941,000, respectively.

ENVIRONMENTAL COMPLIANCE

In the last three 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, and accordingly, such regulation is not expected to have a material effect on our earnings or competitive position.

EMPLOYEES

At April 30, 2011,2014, we had 475483 domestic and 123136 international full-time employees.

OTHER INFORMATION

Our Internet address iswww.kewaunee.com. We make available, free of charge through this web site, 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 SEC Internet sitewww.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) 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, asincluding those more fully described below and elsewhere in our public reports. We do not undertake to update publicly any forward-looking statements for any reasons,reason, even if new information becomes available or other events occur in the future.

Disruptions in the financial markets have created uncertainty and deteriorating economic conditions may adversely affect our customers and our business.

The financial markets in the United States, Europe and Asia continue to be volatile. The tightening of credit in financial markets, continuation or worsening of the current 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 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.

If we lose a large customer, our sales and profits would decline.

We have substantial sales to one large customer. Thatour national stocking distributor and two of our domestic dealers. The combined sales to these three customers accounted for approximately 14%33% of our net sales in fiscal year 2011.2014. Loss of all or a part of our sales to a large customer would have a material effect on our revenues and profits.

An increase in the price of raw materials and energy could negatively affect our sales and profits.

It is common in the laboratory and healthcare furniture industryindustries for customers 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, 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 might not be able, to increase our product prices in amounts that correspond to increases in costs of raw materials, without 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 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, 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 ourshipping customer shipments.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.

We are subject to a number of significantother risks that might also cause our actual results to vary materially from our forecasts, targets, or projections, including:

 

Failing to anticipate the need for, 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;

 

Failing to generate sufficient future positive operating cash flows and, if necessary, secure adequate external financing to fund our growth; and

 

Interruptions in service by common carriers that ship goods within our distribution channels.

Item 2. Properties

We own 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 approximately 413,000 square feet and are located on approximately 20 acres of land. In addition, at April 30, 2011,2014, we leased our primary distribution facility and other warehouse facilities totaling 220,000251,000 square feet in Statesville, North Carolina. In Bangalore, India we also lease and operate a manufacturing facility comprising 55,000 square feet, a warehouse facility comprising 11,000 square feet and a facility comprising 7,000 square feet that houses sales and administrative offices. The Company’s real propertyIn Suzhou, China we also lease and equipment located in Statesville, North Carolina are pledged as collateral for the Company’s $4 million seven-year term loan.operate a facility totaling 11,000 square feet. 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’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded inon 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.Market for our stock over the last two fiscal years.

 

  First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
   First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 

2011

        

2014

        

High

  $14.89    $12.25    $14.17    $14.25    $13.83    $17.80    $18.40    $17.02  

Low

  $10.54    $10.33    $10.89    $11.00    $11.08    $13.34    $14.81    $15.87  

Close

  $11.31    $11.21    $13.72    $11.10    $13.40    $17.36    $16.54    $16.82  

2010

        

2013

        

High

  $12.60    $16.00    $15.88    $16.42    $13.45    $13.40    $12.96    $13.18  

Low

  $9.20    $12.00    $12.80    $13.01    $7.90    $11.03    $11.00    $12.27  

Close

  $11.90    $13.25    $14.37    $13.19    $11.85    $11.25    $12.37    $13.05  

As of July 11, 2011,10, 2014, we estimate there were approximately 1,000 stockholdersholders of our common shares, of which 205175 were stockholders of record. We paid cash dividends per share of $0.40, $0.38, and $0.32$0.44 for fiscal years 2011, 2010,2014, and 2009,$0.40 for fiscal years 2013 and 2012, respectively. We expect to pay dividends in the future in line with our actual and anticipated future operating results.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANPLANS

See Item 12 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 table setstables set forth our selected historical consolidated financial informationand other data for each of the years ended April 30, 2011, 2010, 2009, 2008, and 2007; this information is derived from our audited Consolidated Financial Statements, the most recent three years of which appear elsewhere herein.periods indicated. The consolidated financial data presented below should be read in conjunction with the ConsolidatedItem 8, Financial Statements and related Notes theretoSupplementary Data, and “Itemwith Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.Operations.

 

  Years Ended April 30  Years Ended April 30 

$ and shares in thousands, except per share amounts

  2011  2010  2009  2008  2007  2014   2013   2012   2011   2010 

OPERATING STATEMENT DATA:

                     

Net sales

    $100,003       $99,093       $103,978       $89,510       $81,441     $111,166      $117,121      $102,847      $100,003      $99,093   

Costs of products sold

    80,719       77,690       82,605       70,338       66,355     89,134      94,863      83,691      80,719      77,690   
                           

 

   

 

   

 

   

 

   

 

 

Gross profit

    19,284       21,403       21,373       19,172       15,086     22,032      22,258      19,156      19,284      21,403   

Operating expenses

    16,127       15,576       14,289       13,559       11,728     16,068      16,981      16,443      16,127      15,576   
                           

 

   

 

   

 

   

 

   

 

 

Operating earnings

    3,157       5,827       7,084       5,613       3,358     5,964      5,277      2,713      3,157      5,827   

Other income (expense)

    4       1       (28)      47       53  

Other income

   395      306      271      4      1   

Interest expense

    (199)      (157)      (280)      (294)      (670)    (373)     (362)     (445)     (199)     (157)  
                           

 

   

 

   

 

   

 

   

 

 

Earnings before income taxes

    2,962       5,671       6,776       5,366       2,741     5,896      5,221      2,539      2,962      5,671   

Income tax expense

    864       1,921       2,264       1,733       902     1,983      1,540      739      864      1,921   
                           

 

   

 

   

 

   

 

   

 

 

Net earnings

    2,098       3,750       4,512       3,633       1,839     4,003      3,681      1,800      2,098      3,750   

Less: net earnings attributable to noncontrolling interest

    248       178       265       499       299     108      637      769      248      178   
                           

 

   

 

   

 

   

 

   

 

 

Net earnings attributable to Kewaunee Scientific Corporation

    $1,850       $3,572       $4,247       $3,134       $1,540     $3,895      $3,044      $1,031      $1,850      $3,572   
                           

 

   

 

   

 

   

 

   

 

 

Weighted average shares outstanding:

                     

Basic

    2,575       2,564       2,555       2,530       2,493     2,608      2,587      2,579      2,575      2,564   

Diluted

    2,585       2,575       2,561       2,557       2,495     2,634      2,600      2,580      2,585      2,575   

PER SHARE DATA:

                     

Net earnings attributable to Kewaunee Scientific Corporation

                     

Basic

    $0.72       $1.39       $1.66       $1.24       $0.62     $1.49      $1.18      $0.40      $0.72      $1.39   

Diluted

    0.72       1.39       1.66       1.23       0.62     $1.48      $1.17      $0.40      $0.72      $1.39   

Cash dividends

    0.40       0.38       0.32       0.28       0.28     $0.44      $0.40      $0.40      $0.40      $0.38   

Year-end book value

    12.21       11.83       10.54       10.56       9.64     $12.97      $12.22      $11.44      $12.21      $11.83   
  As of April 30  As of April 30 

$ in thousands

  2011  2010  2009  2008  2007  2014   2013   2012   2011   2010 

BALANCE SHEET DATA:

                     

Current assets

    $42,379       $38,582       $37,545       $33,182       $28,514     $43,353      $47,230      $42,823      $42,379      $38,582   

Current liabilities

    20,264       18,497       18,663       17,262       16,183     16,163      22,115      19,465      20,264      18,497   

Net working capital

    22,115       20,085       18,882       15,920       12,331     27,190      25,115      23,358      22,115      20,085   

Net property, plant and equipment

    16,575       13,815       11,369       11,825       11,255     14,570      15,098      15,346      16,575      13,815   

Total assets

    63,058       56,621       52,529       50,606       45,240     62,717      68,742      63,361      63,058      56,621   

Total borrowings/long-term debt

    10,574       5,073       6,141       5,027       4,325     7,763      10,464      10,519      10,574      5,073   

Kewaunee Scientific Corporation Stockholders’ equity

    31,491       30,433       26,953       26,947       24,048     $33,959      $31,676      $29,511      $31,491      $30,433   

OTHER DATA:

                     

Capital expenditures

    $5,247       $4,239       $1,500       $2,546       $1,724     $2,021      $2,405      $1,435      $5,247      $4,239   

Year-end stockholders of record

    206       208       212       214       225     175      180      198      206      208   

Year-end employees (domestic)

    475       462       466       448       433     483      456      440      475      462   

Item 7. Management’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 involveare 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. TheseSuch factors, risks, uncertainties and assumptions include, but are not limited to, competitive and general economic competitive, governmental,conditions, both domestically and internationally; changes in customer demands; technological factors affectingchanges in our operations markets, products, services,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 prices.regulatory environment; changes in raw materials and commodity costs; 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. 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. 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 scientific laboratory, healthcare and technical and laminate furniture.furniture products. The Company’s corporate headquarters are located in Statesville, North Carolina. The Company’s manufacturing facilities are located in Statesville and Bangalore, India. The Company has subsidiaries in Singapore, India and BangaloreChina that serve the Asian and Middle East markets. Kewaunee Scientific’s website is located atwww.kewaunee.com.

Our products are primarily sold through purchase orders and contracts submitted by customers through our dealers and commissioned agents, a national distributor, and through competitive bids submitted by us and our subsidiaries. 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 involving competitive public bidding.

It is common in the laboratory and laminatehealthcare 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 POLICIES

In the ordinary course of business, we have made a number of 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, which are those that are most important to the portrayal of our financial condition and results of operations, and require management’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

A portion of our product sales result from fixed-price construction contracts. WeIn these instances, we are usually in the role of a subcontractor, but in some cases may enter into a contract directly with the end-user of the products. Our contract arrangements normally do not contain a general right of return relative to the delivered items. Product sales resulting from fixed-price construction contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation services. There is objective and reliable evidence of fair value for both the product sales and installation services,

and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represents individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products are regularly sold on a stand-alone basis to customers which provides vendor-specific objective evidence of fair value. The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to the Company, who perform installation services on a stand-alone basis. Assuming all other criteria for revenue recognition have been met, we recognize revenue for product sales at the date of shipment. Product sales resulting from purchase orders involve a purchase order received by us from our dealers or our stocking distributor. This category includes product sales for standard products, as well as products which require some customization. These sales are recognized under the terms of the purchase order which generally are freight on board (“FOB”) shipping point and do not include rights of return. Accordingly, these sales are recognized at the time of shipment.

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’s inability to meet its financial obligations to us, 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 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 majority of inventories are valued at the lower of cost or market under the last-in, first-out (“LIFO”) method. The LIFO method allocates the most recent costs to cost of products sold, and, therefore, recognizes into operating results fluctuations in raw materials and other inventory costs more quickly than other methods. Inventories at our international subsidiaries are measured on 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. In February 2005, our 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 assumptions about the discount rate used to calculate and determine benefit obligations and 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.

RESULTS OF OPERATIONS

Sales for fiscal year 20112014 were $100.0$111.2 million, an increasea decrease of 1%5% from fiscal year 20102013 sales of $99.1$117.1 million. Domestic Operations sales for fiscal year 20112014 were $84.1$91.8 million, a decrease of 4%2% from the prior year. Sales in the domestic marketplace reflect lowerfiscal year 2013 sales of small and mid-sized projects$93.5 million. The decrease in domestic sales was due to the economic slowdown.Company’s successful strategy to improve product mix and margins by selling more laboratory projects through its dealer network (instead of directly to the customer), with the Company only providing manufactured products and the dealers providing related project management, installation, and other service activities. International Operations sales for fiscal year 20112014 were $15.9$19.4 million, a decrease of 18% from fiscal year 2013 sales of $23.6 million. The decrease in

international sales was due to a delay in the required ship date for a large order. Sales for fiscal year 2013 were $117.1 million, an increase of 38% from the prior year, as the international marketplace continued to recover from the economic slowdown.

Sales for fiscal year 2010 were $99.1 million, a decrease of 4.7%13.9% from fiscal year 20092012 sales of $104.0$102.8 million. Domestic Operations sales for thefiscal year 2013 were $87.6$93.5 million, a decreasean increase of 3.0%11.4% from the prior year. The sales decline resulted from lowerfiscal year 2012 sales of small and$84.0 million. The increase in Domestic Operations sales was due to increased activity for mid-sized projects as customers deferred placing these orders due to the recession, and lower sales from International Operations.several large direct projects. International Operations sales for fiscal year 2013 were $23.6 million, an increase of 25% from fiscal year 2012 sales of $18.9 million. The increase in International Operations sales was due to the year were $11.5 million, a decreaseshipment of 16.0% from the prior year. Theseveral large international laboratory furniture marketplace was hit particularly hard by the economic slowdown, but appeared to show signs of recovery late in the year as quotation activity increased.orders.

Our order backlog was $65.7$89.0 million at April 30, 2011,2014, as compared to $68.9$80.2 million at April 30, 2010,2013 and $62.7$86.2 million at April 30, 2009.2012.

Gross profit represented 19.3%19.8%, 21.6%,19.0% and 20.6%18.6% of sales in fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively. The decreaseincrease in gross profit margin for fiscal year 20112014 was primarily due to increased competitive pricing in the marketplace and higher costs for

steel and epoxy resin raw materials.a more favorable product sales mix. The increase in gross profit margin infor fiscal year 2010 from fiscal year 20092013 was primarily due to cost savings from alternative sources of raw materialsinitiatives and components, cost improvements, and increased manufacturing efficiencies in the first half of the year associated with higher production volumes.a more favorable product mix.

Operating expenses were $16.1 million, $15.6$17.0 million and $14.3$16.4 million in fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively, and 16.1%14.5%, 15.7%,14.5% and 13.7%16.0% of sales, respectively. The increasedecrease in operating expenses in fiscal year 20112014 as compared to fiscal year 20102013 includes a decline of $425,000 in corporate salary and benefit costs. The increase in fiscal year 2013 as compared to fiscal year 2012 resulted primarily from an increasehigher pension expense of $442,000 and $519,000 in operating expenses of $433,000 for expanded international operations, an increase of $189,000 in sales and marketing expenses, an increase of $129,000 in depreciation expense and an increase of $104,000 in stock option expense.related to compensation earned under performance incentive plans. These increases were partially offset by a decrease in pension expense of $251,000 and a decreasedecreases in bad debt expenseexpenses of $101,000.$180,000 and sales and marketing expenses of $317,000.

Other income was $395,000, $306,000 and $271,000 in fiscal years 2014, 2013 and 2012, respectively. The increase in operating expenses forother income in fiscal years 2014 and 2013 was primarily due to increases in interest income earned from cash on hand at the international subsidiaries.

Interest expense was $373,000, $362,000 and $445,000 in fiscal years 2014, 2013 and 2012, respectively. Interest expense in fiscal year 20102014 was flat as compared to fiscal year 2009 resulted primarily from an increase of $1.0 million in pension expense, an increase of $219,000 in sales and marketing expenses, and an increase of $98,000 in depreciation expense. The impact of these items was partially offset by a decrease of $596,000 in compensation earned under performance incentive plans.

Other income was $4,000 and $1,000 in fiscal years 2011 and 2010, respectively. Other expense was $28,000 in fiscal year 2009.

Interest expense was $199,000, $157,000, and $280,000 in fiscal years 2011, 2010, and 2009, respectively. The increase in interest expense for fiscal year 2011 was due to higher levels of bank borrowings.2013. The decrease in interest expense for fiscal year 2010 from fiscal year 20092013 was primarily fromdue to lower levels of bank borrowings and the increase in fiscal year 2012 was due to higher levels of borrowings.

Income tax expense of $864,000,was $1,983,000, $1,540,000, and $739,000 in fiscal years 2014, 2013 and 2012, respectively, or 29.2%33.1%, 29.5% and 29.1% of pretax earnings, was recorded for fiscal year 2011. Income tax expense of $1,921,000, or 33.9% of pretax earnings, was recorded for fiscal year 2010. Income tax expense of $2,264,000, or 33.4% of pretax earnings, was recorded in fiscal year 2009.respectively. The effective tax rate for each of these years is lower than the statutory rate due to the favorable impact of tax rates for the Company’s international subsidiaries and the impact of state and federal tax credits. The lowerincrease in the effective tax rate for fiscal year 2011 also reflects the fact that a greater portion of pretax2014 was primarily due to increased earnings were attributable to international subsidiaries which have lowerin tax jurisdictions with higher effective tax rates.

Net earnings attributable to the noncontrolling interest related to our two subsidiaries that are not 100% owned by the Company were $248,000, $178,000,$108,000, $637,000, and $265,000,$769,000 for fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively. The decrease in fiscal year 2014 from fiscal year 2013 is primarily related to the purchase in the first quarter of the year of the noncontrolling interest in Kewaunee Labway Asia Pte. Ltd., the Company’s principal international subsidiary, increasing the Company’s ownership to 100%. The changes from fiscal year 2013 to fiscal year 2012 in the net earnings attributable to the noncontrolling interest for each year were duedirectly attributable to changes in the levels of net income of the subsidiaries.

Net earnings in fiscal year 20112014 were $1,850,000,$3,895,000, or $0.72$1.48 per diluted share. Net earnings in fiscal year 20102013 were $3,572,000,$3,044,000, or $1.39$1.17 per diluted share. Netshare, and net earnings in fiscal year 20092012 were $4,247,000,$1,031,000, or $1.66$0.40 per diluted share.

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 leases or capital leases. We believe that these sources of funds will be sufficient to support ongoing business requirements, including capital expenditures, through fiscal year 2012.2015.

At April 30, 2011,2014, we had advances of $6.6$2.9 million and standby letters of credit aggregating $4.3 million outstanding under our unsecured $14$20 million revolving credit facility. The credit facility matures in July 2012. See Note 3 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report for additional information concerning our credit facility. We did not have any off balance sheet arrangements at April 30, 2014.

The following table summarizes the cash payment obligations for our lease arrangements, long-term debt, and long-term loanother non-current liabilities as of April 30, 2011:2014:

PAYMENTS DUE BY PERIOD

($ in thousands)

 

Contractual Obligations

  Total   1 Year   2-3 Years   4-5 Years   After 5 years 

Operating Leases

    $7,473        $2,091        $2,423        $1,590        $1,369    

Capital Leases, including interest

   126       89       37       —         —      

Long-term Loan

   3,867       200       400       400       2,867    
                         

Total Contractual Cash Obligations

    $11,466        $2,380        $2,860        $1,990        $4,236    
                         

Most of our leases are for machinery and equipment and provide us with renewal and purchase options and certain early cancellation rights. We do not have any off balance sheet arrangements at April 30, 2011.

Contractual Obligations

  Total   1 Year   2-3 Years   4-5 Years   After 5 years 

Operating Leases

  $6,860      $1,982      $2,856      $1,653      $369    

Long-term Debt

   4,613       421       842       2,079       1,271    

Purchase of noncontrolling interest

   1,775       887       888       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Contractual Cash Obligations

  $  13,248      $    3,290      $    4,586      $    3,732      $    1,640    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating activities provided cash of $1.3$8.1 million in fiscal year 2011,2014, primarily from operating earnings and an increase in accounts payable, partially offset by increasesdecreases in accounts receivable and inventory.inventory, partially offset by decreases in accounts payable and other accrued expenses. Operating activities provided cash of $4.5$3.8 million in fiscal year 2010,2013, primarily from operating earnings and an increase in accounts payable and other accrued expenses, partially offset by increases in accounts receivable and inventory. Operating activities provided cash of $2.1$6.9 million in fiscal year 2009,2012, primarily from operating earnings and a decrease in prepaid income taxes,accounts receivable, partially offset by increasesan increase in accounts receivablethe provision for deferred income taxes and an increase in inventory.

The Company’s financing activities used cash of $5,549,000 during fiscal year 2014 for payment of $1,780,000 toward the purchase of the noncontrolling interest in a subsidiary, repayment of short-term borrowings of $3,847,000, cash dividends of $1,122,000 paid to stockholders, and cash dividends of $38,000 paid to minority interest holders. This was partially offset by a net increase in long-term debt of $1,146,000 in conjunction with the replacement of the Company’s long-term debt with a new lender. See Note 3 and Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report for additional information concerning our credit facility and the purchase of the noncontrolling interest in our subsidiary. The Company’s financing activities used cash of $1,718,000 during fiscal year 2013, primarily for cash dividends of $1,035,000 paid to stockholders, and cash dividends of $744,000 paid to minority interest holders. The Company’s financing activities used cash during fiscal year 2012 of $1,086,000 primarily for the payment of cash dividends.

The majority of the April 30, 20112014 accounts receivable balances are expected to be collected during the first quarter of fiscal year 2012,2015, 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. We anticipate that no contributions will be made contributions to the plans in fiscal year 2011 in the amount2015. We made contributions of $719,000,$300,000 and we expect to make contributions to the plans in fiscal year 2012 in the amount of $402,000. We did not make any contributions$1,000,000 to the plans in fiscal years 20102014 and 2009.2013, respectively.

Capital expenditures were $5.2$2.0 million, $4.2$2.4 million and $1.5$1.4 million in fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively. The increase in capital expenditures in fiscal year 2011 was primarily attributable to the completion of the expansion and remodeling of our Statesville facilities. The increase in expenditures in fiscal year 2010 as compared to fiscal year 2009 was primarily attributable to the expansion of the Company’s India operations and Statesville facilities. Capital expenditures in fiscal year 2011 were primarily funded by long-term bank financing. Capital expenditures in fiscal years 2010 and 20092014 were funded primarily from cash generated by operating activities.operations. Fiscal year 20122015 capital expenditures are anticipated to be approximately $1.5$2.3 million, with the majority of these expenditures for manufacturing equipment. The fiscal year 20122015 expenditures are expected to be funded primarily by operating activities, supplemented as needed by borrowings under our revolving credit facility.

Working capital increased to $22.1was $27.2 million at April 30, 2011,2014, up from $20.1$25.1 million at April 30, 2010,2013, and the ratio of current assets to current liabilities was 2.7-to-1.0 at April 30, 2014 and 2.1-to-1.0 at April 30, 2011 and 2010.2013. The increase in working capital for fiscal year 20112014 was primarily due to proceeds from long-term debt and cash flow from operations.provided by operating activities.

We paid cash dividends of $0.44 per share in fiscal year 2014. We paid cash dividends of $0.40 $0.38, and $0.32 per share in fiscal years 2011, 2010,2013 and 2009, respectively.2012. We expect to pay dividends in the future in line with our actual and anticipated future operating results.

RECENT ACCOUNTING STANDARDS

New Accounting StandardsIn December 2008, the Financial Accounting Standards Board (“FASB”) issued new guidance regarding disclosures about plan assets of defined benefit pension or other postretirement plans. This guidance, which is now part of FASB Accounting Standards Codification (“ASC”) 715, “Compensation – Retirement Benefits,” is effective for financial statements issued for fiscal years ending after December 15, 2009, and was adopted by the Company effective April 30, 2010. See Note 8, “Retirement Benefits” for the new disclosures required by this guidance.

In April 2009,February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”), including changes in AOCI balances by component

and significant items reclassified out of AOCI. This guidance related todoes not amend any existing requirements for reporting net income or AOCI in the disclosure of the fair value of financial instruments. The new guidance, which is now part of FASB ASC 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments in all interim financial statements. The Company adopted this standard effective May 1, 2014. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement 162.” This statement modified the GAAP hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative. SFAS 168 also established the FASB Accounting Standards Codification™ as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP in the United States. All guidance contained in the Codification carries an equal level of authority. Effective July 1, 2009, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification is nonauthoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. All accounting references in this Annual Report on Form 10-K have been updated and, accordingly, references to prior accounting standards have been replaced with FASB ASC references as appropriate.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value.” The revised guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: (i) the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) other valuation technique that is consistent with the principles of “Topic 820.” ASU 2009-05 was effective for reporting periods beginning after issuance. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In October 2009,March 2013, the FASB issued ASU 2009-13, “Revenue Recognition2013-05 “Foreign Currency Matters (Topic 605)830)Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force.” It updates the existing multiple-element revenue arrangements guidance currently included under FASB ASC 605-25, “Revenue Recognition, Multiple-element Arrangements.” The revised guidance primarily provides two significant changes: (i) eliminates the need for objective and reliable evidence of fair valueParent’s Accounting for the undelivered elementCumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in ordera Foreign Entity.” This guidance issued amendments to address the accounting for the cumulative translation adjustment when a delivered item to be treated asparent entity sells or transfers either a separate unitsubsidiary or group of accounting, and (ii) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance expands the disclosure requirements for revenue recognition. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010.assets within a foreign entity. The Company adoptedwill adopt this standard effective May 1, 2011.in fiscal year 2015. 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 2010,July 2013, the FASB issued ASU 2010-06, “Fair Value Measurements and DisclosuresNo. 2013-11 “Income Taxes (Topic 820)740)Improving Disclosures about Fair Value Measurements.Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This updateguidance requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credits carryforwards that would be used to settle the following new disclosures: (i) the amounts of significant transfer in and out of Level 1 and Level 2 fair value measurements andposition with a description of the reasons for the transfer; and (ii) a reconciliation for fair value measurements using significant unobservable inputs (Level 3), including separate information about purchases, sales, issuance, and settlements. The update also clarifies existing requirements about fair value measurement disclosures and disclosures about inputs and valuation techniques. The new disclosures and clarifications of existing disclosures aretax authority. This standard is effective for interim and annual reporting periods beginning on or after December 15, 2009, except for the reconciliation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. The Company adopted this guidance effective May 1, 2010. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In April 2010, the FASB issued ASU 2010-17, “Revenue Recognition – Milestone Method (Topic 605).” This update provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Research or development arrangements frequently include payment provisions whereby a portion or all of the consideration is contingent upon milestone events such as successful completion of phases in a study or achieving a specific result from the research or development efforts. An entity often recognizes these milestone payments as revenue in their entirety upon achieving the related milestone, commonly referred to as the milestone method. The amendments in ASU 2010-17 are effective on a prospective basis for milestones achieved in fiscal years,2013 and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted.annual periods. The Company adoptedwill adopt this standard effective May 1, 2011.in fiscal year 2015. 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 May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company will adopt this standard in fiscal year 2018. The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Company’s financial position or results of operations.

OUTLOOK

Our current expectations are that fiscal year 2012 will again be profitable for the Company. However, we are unableability to predict the timing and strength of the global economic recovery and its short-term and long-term impact on our operations and the markets in which we complete. The future demand for our products also continues to be limited given the Company’sour role as subcontractor or supplier to dealers for subcontractors. In addition to the above factors affecting the Company and our markets, demandDemand for our products is also dependent upon the number of laboratory construction projects planned and/or current progress in projects already under construction. Our earnings are also impacted by fluctuations in prevailing pricing for projects in the laboratory construction marketplace and increased costs of raw materials, including stainless steel, wood, and epoxy resin, and whether we are able to increase product prices to customers in amounts that correspond to such increases without materially and adversely affecting sales. Additionally, 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 the quotation of an order and delivery of a product. We are also unable to predict the timing and strength of the global economic recovery and its short-term and long-term impact on our operations and the markets in which we compete.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the area of interest rates. This exposure is associated with advances outstanding under our bank line of credit and certain lease obligations for production machinery, all of which are priced on a floating rate basis. Advances outstanding under the bank line of credit were $6.6$2.9 million at April 30, 2011.2014. In June 2010,May 2013, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on the $4 million term loan$3,450,000 of outstanding long-term debt was effectively converted to a fixed interest rate of 4.875% effectivefor the period beginning May 1, 2013 and ending August 2, 2010.1, 2017. In July 2009,May 2013, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on $2 million$2,600,000 of outstanding advances under the revolving credit facilitylong-term debt was effectively converted to a fixed interest rate of 3.9%4.37% for the period beginning August 3, 2009,1, 2017 and ending AugustMay 1, 2012. The2020. In May 2013, the Company entered into thisan interest rate swap to mitigate futureagreement whereby the interest rate risk associated with advances underpayable by the credit facility.Company on $1,218,000 of outstanding long-term debt was effectively converted to a fixed interest rate of 3.07% for the period beginning November 3, 2014 and ending May 1, 2020. We believe that our exposure to market risk is not material.

Item 8. Financial Statements and Supplementary Data

 

   Page 

Consolidated Financial Statements

  

Report of Management on Internal Control over Financial Reporting

   15  

Report of Independent Registered Public Accounting Firm Cherry Bekaert & Holland, L.L.P.LLP

   16  

Consolidated Statements of Operations – Years ended April 30, 2011, 20102014, 2013 and 20092012

   17  

Consolidated Statements of Comprehensive Income and Stockholders’ Equity(Loss)
Years ended April  30, 2011, 20102014, 2013 and 20092012

   18  

Consolidated Balance SheetsStatements of Stockholders’ Equity Years ended April 30, 20112014, 2013 and 20102012

   19

Consolidated Balance Sheets – April 30, 2014 and 2013

20  

Consolidated Statements of Cash Flows – Years ended April 30, 2011, 20102014, 2013 and 20092012

   2021  

Notes to Consolidated Financial Statements

   2122  

Consent of Independent Registered Public Accounting Firm

   35

Schedule II – Valuation and Qualifying Accounts

3937  

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS

OF KEWAUNEE SCIENTIFIC CORPORATION

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, 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.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management concluded the Company maintained effective internal control over financial reporting as of April 30, 2011.2014.

 

/s/ William A. ShumakerDavid M. Rausch

President

and Chief Executive Officer

/s/ D. Michael Parker

Senior Vice President, Finance

Chief Financial Officer

July 15, 201117, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND BOARD OF DIRECTORS

OF KEWAUNEE SCIENTIFIC CORPORATION

STATESVILLE, NORTH CAROLINA

We have audited the accompanying consolidated balance sheets of Kewaunee Scientific Corporation and subsidiaries (the “Company”) as of April 30, 20112014 and 2010,2013, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended April 30, 2011. Our audits also included the financial statement schedule listed in the index at Item 15(a).2014. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, andas well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of April 30, 20112014 and 2010,2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2011,2014, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011 included in the accompanying “Report of Management on Internal Control over Financial Reporting,” and, accordingly, we do not express an opinion thereon.

 

/s/ CHERRY BEKAERT & HOLLAND, L.L.P.LLP

Charlotte, North Carolina

July 15, 201117, 2014

CONSOLIDATED STATEMENTS OF OPERATIONS

 

Years Ended April 30  Kewaunee Scientific Corporation   Kewaunee Scientific Corporation 
$ and shares in thousands, except per share amounts  2011 2010 2009   2014 2013 2012 
 

 

Net sales

   $100,003    $99,093    $  103,978    $111,166   $117,121   $102,847  

Costs of products sold

   80,719    77,690    82,605     89,134    94,863    83,691  
 

 

Gross profit

   19,284    21,403    21,373     22,032    22,258    19,156  

Operating expenses

   16,127    15,576    14,289     16,068    16,981    16,443  
   

Operating earnings

   3,157    5,827    7,084     5,964    5,277    2,713  

Other income (expense)

   4    1    (28

Other income

   395    306    271  

Interest expense

   (199  (157  (280   (373  (362  (445
 

 

Earnings before income taxes

   2,962    5,671    6,776     5,986    5,221    2,539  

Income tax expense

   864    1,921    2,264     1,983    1,540    739  
 

 

Net earnings

   2,098    3,750    4,512     4,003    3,681    1,800  

Less: net earnings attributable to the noncontrolling interest

   248    178    265     108    637    769  
 

 

Net earnings attributable to Kewaunee Scientific Corporation

   $  1,850    $  3,572    $  4,247    $3,895   $3,044   $1,031  
 

 

Net earnings per share attributable to Kewaunee Scientific Corporation stockholders

        

Basic

   $    0.72    $    1.39    $    1.66    $1.49   $1.18   $0.40  

Diluted

   $    0.72    $    1.39    $    1.66    $1.48   $1.17   $0.40  
 

 

Weighted average number of Common shares outstanding

    

Weighted average number of common shares outstanding

    

Basic

   2,575    2,564    2,555     2,608    2,587    2,579  

Diluted

   2,585    2,575    2,561     2,634    2,600    2,580  
 

 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND STOCKHOLDERS’ EQUITY(LOSS)

Kewaunee Scientific Corporation

 

$ in thousands,

except per share amounts

  

Common

Stock

   

Additional

Paid-in

Capital

   

Treasury

Stock

  

Retained

Earnings

  

Accumulated

Other

Comprehensive

Income (Loss)

  

Total

Stockholders’

Equity

 
  

Balance at April 30, 2008

  $6,550    $489    $(424 $22,373   $(2,041 $26,947  

Comprehensive Income:

         

Net earnings

   —       —       —      4,247    —      4,247  

Foreign currency translation adjustments

   —       —       —      —      (633  (633

Change in unrecognized actuarial loss on pension obligations, net of tax

   —       —       —      —      (2,847  (2,847
            

Total comprehensive income

          767  

Cash dividends declared, $.32 per share

   —       —       —      (818  —      (818

Stock options exercised, 21,000 shares

   —       55     130    —      —      185  

Stock options granted, 38,500 shares

   —       70     —      —      —      70  

Purchase of treasury stock, 15,968 shares

   —       —       (198  —      —      (198
  

Balance at April 30, 2009

   6,550     614     (492  25,802    (5,521  26,953  

Comprehensive Income:

         

Net earnings

   —       —       —      3,572    —      3,572  

Foreign currency translation adjustments

   —       —       —      —      307    307  

Change in unrecognized actuarial loss on pension obligations, net of tax

   —       —       —      —      347    347  

Change in fair value of cash flow hedge, net of tax

   —       —       —      —      (31  (31
            

Total comprehensive income

          4,195  

Cash dividends declared, $.38 per share

   —       —       —      (976  —      (976

Stock options exercised, 37,500 shares

   —       121     316    —      —      437  

Stock options granted, 47,200 shares

   —       120     —      —      —      120  

Purchase of treasury stock, 20,959 shares

   —       —       (296  —      —      (296
  

Balance at April 30, 2010

   6,550     855     (472  28,398    (4,898  30,433  

Comprehensive Income:

         

Net earnings

   —       —       —      1,850    —      1,850  

Foreign currency translation adjustments

   —       —  ��    —      —      21    21  

Change in unrecognized actuarial loss on
pension obligations, net of tax

   —       —       —      —      54    54  

Change in fair value of cash flow hedge,
net of tax

   —       —       —      —      (107  (107
            

Total comprehensive income

          1,818  

Cash dividends declared, $.40 per share

   —       —       —      (1,030  —      (1,030

Stock options exercised, 13,850 shares

   —       11     140    —      —      151  

Stock options granted, 136,400 shares

   —       225     —      —      —      225  

Purchase of treasury stock, 8,323 shares

   —       —       (106  —      —      (106
  

Balance at April 30, 2011

  $6,550    $1,091    $(438 $29,218   $(4,930 $31,491  
  

Years Ended April 30

Kewaunee Scientific Corporation

$ in thousands  2014  2013  2012 

 

 

Net earnings

  $4,003   $3,681   $1,800  

Other comprehensive income (loss), net of tax

    

Foreign currency translation adjustments

   (321  84    (466

Change in unrecognized actuarial loss on pension obligations

   1,292    (256  (1,682

Change in fair value of cash flow hedge

   83    21    (98

 

 

Comprehensive income (loss), net of tax

   5,057    3,530    (446

Less comprehensive income attributable to the noncontrolling interest

   108    637    769  

 

 

Total comprehensive income (loss) attributable to Kewaunee Scientific Corporation

  $4,949   $2,893   $(1,215

 

 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETSSTATEMENTS OF STOCKHOLDERS’ EQUITY

April 30Kewaunee Scientific Corporation

Kewaunee Scientific Corporation

 

$ and shares in thousands, except per share amounts  2011   2010 
  

ASSETS

    

Current Assets

    

Cash and cash equivalents

  $2,402     $1,722   

Restricted cash

   553      544   

Receivables, less allowance: $250 (2011); $259 (2010)

   27,346      26,169   

Inventories

   10,466      8,350   

Deferred income taxes

   431      390   

Prepaid expenses and other current assets

   1,181      1,407   
  

Total Current Assets

   42,379      38,582   

Property, Plant and Equipment, Net

   16,575      13,815   
  

Other Assets

    

Deferred income taxes

   399      663   

Other

   3,705      3,561   
  

Total Other Assets

   4,104      4,224   
  

Total Assets

  $63,058     $56,621   
  

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current Liabilities

    

Short-term borrowings

  $6,588     $4,872   

Current obligations under capital leases

   83      82   

Current portion of long-term debt

   200      —     

Accounts payable

   9,770      9,540   

Employee compensation and amounts withheld

   1,435      1,358   

Deferred revenue

   1,108      586   

Other accrued expenses

   1,080      2,059   
  

Total Current Liabilities

   20,264      18,497   

Obligations under capital leases

   36      119   

Long-term debt

   3,667      —     

Accrued employee benefit plan costs

   6,075      6,333   
  

Total Liabilities

   30,042      24,949   
  

Commitments and Contingencies (Note 7)

    

Stockholders’ Equity

    

Common stock, $2.50 par value, Authorized - 5,000 shares; Issued - 2,620 shares; Outstanding - 2,578 shares (2011); 2,573 shares (2010)

   6,550      6,550   

Additional paid-in-capital

   1,091      855   

Retained earnings

   29,218      28,398   

Accumulated other comprehensive loss

   (4,930)     (4,898)  

Common stock in treasury, at cost: 42 shares (2011); 47 shares (2010)

   (438)     (472)  
  

Total Kewaunee Scientific Corporation Stockholders’ Equity

   31,491      30,433   
  

Noncontrolling Interest

   1,525      1,239   
  

Total Equity

   33,016      31,672   
  

Total Liabilities and Stockholders’ Equity

  $63,058     $56,621   
  

$ in thousands,

except per share amounts

  

Common

Stock

   

Additional

Paid-in

Capital

  

Treasury

Stock

  

Retained

Earnings

  

Accumulated

Other

Comprehensive

Income (Loss)

  

Total

Stockholders’

Equity

 

 

 

Balance at April 30, 2011

  $6,550    $1,091   $(438 $29,218   $(4,930 $31,491  

Net earnings

   —      —     —     1,031    —     1,031  

Other comprehensive loss

   —      —     —     —     (2,246  (2,246

Cash dividends declared, $.40 per share

   —      —     —     (1,031  —     (1,031

Stock options exercised, 14,500 shares

   —      (11  152    —     —     141  

Stock based compensation

   —      261    —     —     —     261  

Purchase of treasury stock, 13,306 shares

   —      —     (136  —     —     (136

 

 

Balance at April 30, 2012

   6,550     1,341    (422  29,218    (7,176  29,511  

Net earnings

   —      —     —     3,044    —     3,044  

Other comprehensive loss

   —      —     —     —     (151  (151

Cash dividends declared, $0.40 per share

   —      —     —     (1,071  —     (1,071

Stock options exercised, 26,750 shares

   —      (1  286    —     —     285  

Stock based compensation

   —      227    —     —     —     227  

Purchase of treasury stock, 13,752 shares

   —      —     (169  —     —     (169

 

 

Balance at April 30, 2013

   6,550     1,567    (305  31,191    (7,327  31,676  

Purchase of noncontrolling interest (Note 10)

   —      —     —     (1,874  —     (1,874

Net earnings

   —      —     —     3,895    —     3,895  

Other comprehensive income

   —      —     —     —     1,054    1,054  

Cash dividends declared, $0.44 per share

   —      —     —     (1,122  —     (1,122

Stock options exercised, 97,250 shares

   7    (163  1,405    —     —     1,249  

Stock based compensation

   —      238    —     —     —     238  

Purchase of treasury stock, 69,773 shares

   —      —     (1,157  —     —     (1,157

 

 

Balance at April 30, 2014

  $6,557    $1,642   $(57 $32,090   $(6,273 $33,959  

 

 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWSBALANCE SHEETS

Years Ended April 30

Kewaunee Scientific Corporation
$ in thousands  2011  2010  2009 
  

Cash Flows from Operating Activities

    

Net earnings

  $2,098   $3,750   $4,512  

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation

   2,487    2,348    2,263  

Bad debt provision

   60    163    139  

Provision for deferred income tax expense

   223    (393  547  

Decrease in prepaid income taxes

   —      9    803  

Increase in receivables

   (1,237  (1,806  (4,578

Increase in inventories

   (2,116  (511  (855

Increase in prepaid pension cost

   —      —      (297

(Decrease) increase in accounts payable and other accrued expenses

   (672  977    (296

Increase (decrease) in deferred revenue

   522    (712  631  

Other, net

   (94  708    (769
  

Net cash provided by operating activities

   1,271    4,533    2,100  
  

Cash Flows from Investing Activities

    

Capital expenditures

   (5,247  (4,239  (1,500

(Increase) decrease in restricted cash

   (9  (88  24  
  

Net cash used in investing activities

   (5,256  (4,327  (1,476
  

Cash Flows from Financing Activities

    

Dividends paid

   (1,030  (976  (818

Dividends paid to noncontrolling interest in subsidiaries

   —      (383  (504

Net increase (decrease) in short-term borrowings

   1,716    (848  1,169  

Proceeds from long-term debt

   4,000    —      —    

Payments on capital leases

   (82  (220  (362

Payments on long-term debt

   (133  —      —    

Net proceeds from exercise of stock options (including tax benefit)

   34    141    57  
  

Net cash provided by (used in) financing activities

   4,505    (2,286  (458
  

Effect of exchange rate changes on cash, net

   160    243    (391
  

Increase (decrease) in Cash and Cash Equivalents

   680    (1,837  (225

Cash and Cash Equivalents at Beginning of Year

   1,722    3,559    3,784  
  

Cash and Cash Equivalents at End of Year

  $2,402   $1,722   $3,559  
  

Supplemental Disclosure of Cash Flow Information

    

Interest paid

  $174   $157   $291  

Income taxes paid

  $1,474   $1,308   $994  

Purchase of fixed assets under capital leases

  $—     $—     $307  

Fixed assets in accounts payable

  $—     $555   $—    
  

April 30  Kewaunee Scientific Corporation 
$ and shares in thousands, except per share amounts  2014  2013 

 

 

ASSETS

   

Current Assets

   

Cash and cash equivalents

  $6,248   $5,811  

Restricted cash

   368    691  

Receivables, less allowance: $229 (2014); $194 (2013)

   23,473    25,884  

Inventories

   11,938    13,203  

Deferred income taxes

   646    654  

Prepaid expenses and other current assets

   680    987  

 

 

Total Current Assets

   43,353    47,230  
          

Property, Plant and Equipment, Net

   14,570    15,098  

 

 

Other Assets

   

Deferred income taxes

   1,385    2,241  

Other

   3,409    4,173  

 

 

Total Other Assets

   4,794    6,414  

 

 

Total Assets

  $62,717   $68,742  

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

   

Current Liabilities

   

Short-term borrowings and interest rate swaps

  $3,150   $6,997  

Current portion of long-term debt

   421    200  

Accounts payable

   8,542    10,406  

Employee compensation and amounts withheld

   2,000    2,076  

Deferred revenue

   137    488  

Other accrued expenses

   1,913    1,948  

 

 

Total Current Liabilities

   16,163    22,115  

Long-term debt

   4,192    3,267  

Accrued pension and deferred compensation costs

   7,250    9,667  

Other non-current liabilities

   888    —   

 

 

Total Liabilities

   28,493    35,049  

 

 

Commitments and Contingencies (Note 7)

   

Stockholders’ Equity

   

Common stock, $2.50 par value, Authorized - 5,000 shares; Issued - 2,623 shares; Outstanding - 2,619 shares (2014); 2,592 shares (2013)

   6,557    6,550  

Additional paid-in-capital

   1,642    1,567  

Retained earnings

   32,090    31,191  

Accumulated other comprehensive loss

   (6,273  (7,327

Common stock in treasury, at cost: 4 shares (2014); 27 shares (2013)

   (57  (305

 

 

Total Kewaunee Scientific Corporation Stockholders’ Equity

   33,959    31,676  

Noncontrolling Interest

   265    2,017  

 

 

Total Equity

   34,224    33,693  

 

 

Total Liabilities and Stockholders’ Equity

  $62,717   $68,742  

 

 

The accompanying Notes are an integral part of these Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended April 30Kewaunee Scientific Corporation
$ in thousands  2014   2013   2012 

 

 

Cash Flows from Operating Activities

      

Net earnings

  $4,003    $3,681    $1,800  

Adjustments to reconcile net earnings to net cash provided by operating activities:

      

Depreciation

   2,549     2,653     2,664  

Bad debt provision

   116     34     214  

Non-cash stock option expense

   238     239     261  

Provision (benefit) for deferred income tax expense

   864     (526   (1,539

Change in assets and liabilities:

      

Decrease (increase) in receivables

   2,295     (2,674   4,663  

Decrease (increase) in inventories

   1,265     (1,443   (1,294

(Decrease) increase in accounts payable and other accrued expenses

   (2,862   2,604     (459

Decrease in deferred revenue

   (351   (874   (521

Other, net

   (48   133     1,134  

 

 

Net cash provided by operating activities

   8,069     3,827     6,923  

 

 

Cash Flows from Investing Activities

      

Capital expenditures

   (2,021   (2,405   (1,435

Decrease (increase) in restricted cash

   323     13     (151

 

 

Net cash used in investing activities

   (1,698   (2,392   (1,586

 

 

Cash Flows from Financing Activities

      

Dividends paid

   (1,122   (1,035   (1,031

Dividends paid to noncontrolling interest in subsidiaries

   (38   (744   —   

(Decrease) increase in short-term borrowings and interest rate swaps

   (3,847   181     228  

Proceeds from long-term debt

   5,000     —      —   

Payments on capital leases

   —      (36   (83

Payment toward purchase of noncontrolling interest in subsidiary

   (1,780   —      —   

Payments on long-term debt

   (3,854   (200   (200

Net proceeds from exercise of stock options (including tax benefit)

   92     116     —   

 

 

Net cash used in financing activities

   (5,549   (1,718   (1,086

 

 

Effect of exchange rate changes on cash, net

   (385   (94   (465

 

 

Increase (Decrease) in Cash and Cash Equivalents

   437     (377   3,786  

Cash and Cash Equivalents at Beginning of Year

   5,811     6,188     2,402  

 

 

Cash and Cash Equivalents at End of Year

  $6,248    $5,811    $6,188  

 

 

Supplemental Disclosure of Cash Flow Information

      

Interest paid

  $413    $374    $444  

Income taxes paid

  $2,585    $1,722    $418  

Purchase of noncontrolling interest in subsidiary – Other accrued expenses and other non-current liabilities

  $1,775     —      —   

 

 

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 (theand subsidiaries (collectively the “Company”) is a manufacturer ofdesign, manufacture, and install laboratory, technical,healthcare, and laminatetechnical furniture products. ProductsLaboratory furniture products include both steel and wood cabinetry, fume hoods, flexibleadaptable modular systems, moveable workstations, biological safety cabinets, and epoxy resin worksurfaces workstations, workbenches, computer enclosures, and sinks. Healthcare furniture products include laminate casework.casework, storage systems, and related products for healthcare applications. Technical furniture products include column systems, slotted-post systems, pedestal systems, and stand-alone benches. The Company’s sales are made through purchase orders and contracts submitted by customers, dealers and agents, a national stocking distributor, and competitive bids submitted by the Company and its subsidiaries located in Singapore, India, and Bangalore, India.China. The majority of the Company’s products are sold to customers located in North America, primarily within the United States. The Company’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’s consolidated financial statements include the accounts of Kewaunee Scientific Corporation and its fourfive international subsidiaries. A brief description of each subsidiary, along with the amount of the Company’s controlling financial interests, is as follows: (1) Kewaunee Labway Asia Pte. Ltd., a dealer for the Company’s products in Singapore, is 51%100% owned by the Company; (2) Kewaunee Labway India Pvt. Ltd., a dealer for the Company’s products in Bangalore, India, is 90% owned by Kewaunee Labway Asia, Pte. Ltd.;the Company; (3) Kewaunee Scientific Corporation India Pvt. Ltd. in Bangalore, India, a manufacturing and assembly operation, is 100% owned by the Company, andCompany; (4) Kewaunee Scientific Corporation Singapore Pte. Ltd., a holding company in Singapore, is 100% owned by the Company; and (5) Kewaunee Scientific (Suzhou) Co., Ltd. in Suzhou, China is 100% owned by the Company. All intercompany balances, transactions, and profits have been eliminated. Included in the consolidated financial statements are net assets of $7,580,000$8,864,000 and $6,906,000$11,189,000 at April 30, 20112014 and 2010,2013, respectively, of the Company’s subsidiaries. Net sales by the Company’s subsidiaries in the amount of $15,882,000, $11,532,000,$19,416,000, $23,602,000 and $13,728,000$18,876,000 were included in the consolidated statements of operations for fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively.

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, 20112014 and 2010,2013, the Company had cash deposits in excess of FDIC insured limits. The Company has not experienced any losses from such deposits.

Restricted Cash Restricted cash includes bank deposits of a subsidiary used for performance guarantees against customer orders.

Allowance for 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’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 the customer’s recent 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 three years ended April 30 was:

$ in thousands

  2014  2013  2012 

Balance at beginning of year

  $194   $311   $250  

Bad debt provision

   116    34    214  

Doubtful accounts written off (net)

   (81  (151  (153
  

 

 

  

 

 

  

 

 

 

Balance at end of year

  $229   $194   $311  
  

 

 

  

 

 

  

 

 

 

InventoriesThe majority of inventories are valued at the lower of cost or market under the last-in, first-out (“LIFO”) double extension method. The LIFO method allocates the most recent costs to cost of products sold; and, therefore, recognizes into operating results fluctuations in costs of raw materials more quickly than other methods. Inventories at our international subsidiaries are measured on the first-in, first-out (“FIFO”) method.

Property, Plant and EquipmentProperty, 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

  2011  2010      Useful Life     

Land

  $41   $41    N/A          

Building and improvements

   14,390    10,321    10-40 years          

Machinery and equipment

   28,285    32,838    5-10 years          
             

Total

   42,716    43,200   

Less accumulated depreciation

   (26,141  (29,385 
          

Net property, plant and equipment

  $16,575   $13,815   
          

$ in thousands

  2014  2013      Useful Life     

Land

  $41   $41   N/A          

Building and improvements

   15,221    14,921   10-40 years          

Machinery and equipment

   31,129    30,147   5-10 years          
  

 

 

  

 

 

  

 

 

 

Total

   46,391    45,109   

Less accumulated depreciation

   (31,821  (30,011 
  

 

 

  

 

 

  

Net property, plant and equipment

  $14,570   $15,098   
  

 

 

  

 

 

  

At April 30, 2011 and 2010, equipment financed under capital leases with a cost of $307,000 and $477,000, respectively, was included in machinery and equipment. Management reviews the carrying value of property, plant and equipment for impairment whenever changes in circumstances or events indicate that such carrying value may not be recoverable. 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 20112014, 2013 and 2010.2012.

Other Assets Other assets at April 30, 20112014 and 20102013 included $3,504,000$3,313,000 and $3,461,000,$4,077,000, respectively, of assets held in a trust account for non-qualified benefit plans and $71,000$88,000 and $100,000,$96,000, 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’s consolidated balance sheet with the change in cash surrender or contract value being recorded as income or expense during each period. Other assets at April 30, 2011 also included $131,000 for the noncurrent portion of notes receivable.

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, and pension liabilities.

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’s financial instruments consist primarily of cash and equivalents, notes receivable, mutual funds, cash surrender value of life insurance policies capital lease obligations, and short-term borrowings. The carrying value of these assets and liabilities approximate their fair value.

Effective May 1, 2008, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 which provides a framework for measuring fair value under accounting principles generally accepted in the United States (“GAAP”). The adoption of this statement had an immaterial impact on our consolidated financial statements. The Company also adopted the deferral provisions, which delayed the effective date of ASC 820 for all nonrecurring fair value measurements of non-financial assets and liabilities until our fiscal year ended April 30, 2010.

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. ASC 820The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes a fair value hierarchy 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:

 

Level 1

  Quoted prices in active markets for identical assets or liabilities as of the reporting date.

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’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring and nonrecurring basis as of April 30, 20112014 and 20102013 (in thousands):

 

   2011 

Financial Assets

         Level 1           Level 2           Level 3           Total     

Trading securities held in deferred compensation plan (1)

    $3,504    $—      $—      $3,504  

Cash surrender value of life insurance policies (1)

     —       71     —       71  

Note receivable (3)

     —       —       238     238  
                       

Total

    $3,504    $71    $238    $3,813  

Financial Liabilities

          

Deferred compensation plans (2)

    $—      $3,726    $—      $3,726  

Interest rate swap derivative

     —       221     —       221  
                       

Total

    $—      $3,947    $—      $3,947  

  2010   2014 

Financial Assets

         Level 1           Level 2           Level 3           Total          Level 1   Level 2   Level 3   Total 

Trading securities held in deferred compensation plan (1)

    $3,461    $—      $—      $3,461      $3,313    $—     $—      $3,313  

Cash surrender value of life insurance policies (1)

     —       100     —       100       —      88     —       88  

Note receivable (3)

     —       —       314     314  
                       

 

   

 

   

 

   

 

 

Total

    $3,461    $100    $314    $3,875      $3,313    $88    $—      $3,401  
    

 

   

 

   

 

   

 

 

Financial Liabilities

                    

Deferred compensation plans (2)

    $—      $3,667    $—      $3,667      $—     $3,681    $—      $3,681  

Interest rate swap derivative

     —       49     —       49       —      211     —       211  
                       

 

   

 

   

 

   

 

 

Total

    $—      $3,716    $—      $3,716      $—     $    3,892    $      —      $    3,892  
    

 

   

 

   

 

   

 

 
  2013 

Financial Assets

     Level 1   Level 2   Level 3   Total 

Trading securities held in deferred compensation plan (1)

    $4,077    $—     $—      $4,077  

Cash surrender value of life insurance policies (1)

     —      96     —       96  
    

 

   

 

   

 

   

 

 

Total

    $4,077    $96    $—      $4,173  
    

 

   

 

   

 

   

 

 

Financial Liabilities

          

Deferred compensation plans (2)

    $—     $4,399    $—      $4,399  

Interest rate swap derivative

     —      344     —       344  
    

 

   

 

   

 

   

 

 

Total

    $—     $4,743    $—     $4,743  
    

 

   

 

   

 

   

 

 

 

 (1)The Company maintains an executive compensation plan which includes investment assets in a rabbi trust. These assets consist of marketable securities, which are valued using quoted market prices multiplied by the number of shares owned, and thelife insurance policies, which are valued at their cash surrender value of life insurance policies.value. 
 (2)The deferred compensation plan liability is equal to the individual participants’ account balances under the plan. 
(3)Measured on a non-recurring basis.

Revenue Recognition Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped, or customers have purchased and accepted title to the goods, but because of construction delays, have requested that the Company temporarily store the finished goods on the customer’s behalf; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.

Deferred revenue consists of customer deposits and advance billings of the Company’s products where sales have not yet been recognized. Accounts receivable includes retainage in the amounts of $3,081,000$2,490,000 and $2,557,000$2,659,000 at April 30, 20112014 and 2010,2013, respectively. Shipping and handling costs are included in cost of sales. Because of the nature and quality of the Company’s products, any warranty issues are determined in a relatively short period after the sale and are infrequent in nature, and as such, warranty costs are immaterial to the Company’s consolidated financial position and results of operations and are expensed as incurred.

Product sales resulting from fixed-price construction contracts involve a signed contract for a fixed price to provide the Company’s laboratory furniture and fume hoods for a construction project. TheIn these instances, the Company is usually in the role of a subcontractor, but in some cases may enter into a contract directly with the end-user of the products. Contract arrangements normally do not contain a general right of return relative to the delivered items. Product sales resulting from fixed-price construction contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. The Company has determined that its multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation services. There is objective and reliable evidence of fair value for both the product sales and

installation services and allocation of arrangement consideration for each of these units is based on

their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. The Company’s products are regularly sold on a stand-alone basis to customers which provides vendor-specific objective evidence of fair value. The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to the Company who perform installation services on a stand-alone basis.

Product sales resulting from purchase orders involve a purchase order received by the Company from its dealers or its stocking distributor. This category includes product sales for standard products, as well as products which require some customization. Any customization requirements are approved by the customer prior to manufacture of the customized product. Sales from purchase orders are recognized under the terms of the purchase order which generally are freight on board (“FOB”) shipping point and do not include rights of return. Accordingly, these sales are recognized at the time of shipment.

Credit Concentration Credit risk is generally not concentrated with any one customer or industry, although the Company does enter into large contracts with individual customers from time to time. The Company performs credit evaluations of its customers. Revenues from the Company’s national stocking distributor VWR International, LLC, represented approximately 14%9%, 10%,11% and 13%12% of the Company’s total sales in fiscal years 2011, 20102014, 2013 and 2009,2012, respectively. Revenue for two of the Company’s domestic dealers represented in the aggregate approximately 24%, 14% and 2% of the Company’s total sales in fiscal years 2014, 2013, and 2012, respectively. Accounts receivable for two domestic customers represented approximately 22% and 8% of the Company’s total accounts receivable as of April 30, 2014 and 2013, respectively.

Income Taxes In accordance with ASC 740, “Income Taxes,” the Company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. ASC 740 clarifies the financial statement recognition threshold and measurement attribute of a tax position taken or expected to be taken in a tax return. Under ASC 740, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC 740 only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. The Company did not have any significant uncertain tax positions at April 30, 2014 and 2013.

Research and Development Costs Research and development costs are charged to expense in the periods incurred. Expenditures for research and development costs were $1,181,000, $1,296,000,$842,000, $872,000 and $1,108,000$941,000 for the fiscal years ended April 30, 2011, 2010,2014, 2013 and 2009,2012, respectively.

Advertising Costs Advertising costs are expensed as incurred, and include trade shows, training materials, sales samples, and other related expenses. Advertising costs for the years ended April 30, 2011, 2010,2014, 2013 and 20092012 were $398,000, $347,000,$377,000, $395,000 and $249,000,$344,000, respectively.

Derivative Financial Instruments The Company records derivatives on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. The nature of the Company’s business activities involves the management of various financial and market risks, including those related to changes in interest rates. The Company does not enter into derivative instruments for speculative purposes. In June 2010,May 2013, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on the term loan$3,450,000 of outstanding long-term debt was effectively converted to a fixed interest rate of 4.875% for the period beginning May 1, 2013 and ending August 2, 2010.1, 2017. In July 2009,May 2013, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on $2 million$2,600,000 of outstanding advances under the revolving credit facilitylong-term debt was effectively converted to a fixed interest rate of 3.9%4.37% for the period beginning August 3, 2009,1, 2017 and ending AugustMay 1, 2012.2020. In May 2013, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on $1,218,000 of outstanding long-term debt was effectively converted to a fixed interest rate of 3.07% for the period beginning November 3, 2014 and ending May 1, 2020. The Company entered into these interest rate swap arrangements to mitigate future interest rate risk associated with its loan balances.long-term debt and has designated these as cash flow hedges. (See Note 3.)

Foreign Currency Translation The financial statements of subsidiaries located outside the United States are measured using the local currency as the functional currency. Assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars at fiscal year-end exchange rates. Sales, expenses, and cash flows are translated at weighted average exchange rates for each period. Net translation gains or losses are included in other comprehensive income, a separate component of stockholders’ equity. The Company does not provide for U.S. income taxes on foreign currency translation adjustments, since it does not provide for taxes on undistributed earnings of foreign subsidiaries. Gains and losses from foreign currency transactions of these subsidiaries are included in net earnings.

Earnings Per ShareBasic earnings per share is based on the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the assumed exercise and conversion of outstanding options under the Company’s stock option plans, except when options have an antidilutive effect. Accordingly,There were no antidilutive options to purchase shares of 118,900, 73,725, and 153,050outstanding at April 30, 2011, 2010,2014. Options to purchase 72,850 and 2009,253,050 shares at April 30, 2013 and 2012, respectively, were not included in earnings per share. These options were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares at that date, and accordingly, such options would have an antidilutive effect.

The following is a reconciliation of basic to diluted weighted average common shares outstanding (in thousands):outstanding:

 

  2011   2010   2009 

Shares in thousands

  2014   2013   2012 

Weighted average common shares outstanding

            

Basic

   2,575     2,564     2,555     2,608     2,587     2,579  

Dilutive effect of stock options

   10     11     6     26     13     1  
              

 

   

 

   

 

 

Weighted average common shares outstanding—diluted

   2,585     2,575     2,561     2,634     2,600     2,580  
              

 

   

 

   

 

 

Accounting for Stock Options Compensation costs related to all stock awardsoptions granted by the Company are charged against income during their vesting period, under ASC 718, “Compensation – Stock Compensation,” for stock options.Compensation”. The Company granted stock options for 136,400, 47,20046,600, 40,000, and 38,50055,000 shares during fiscal years 2011, 20102014, 2013 and 2009,2012, respectively. (See Note 5.)

Reclassifications Certain 2010 and 2009 amounts have been reclassified to conform with the 2011 presentation in the consolidated statements of operations and statements of cash flows. Such reclassifications had no impact on net earnings.

New Accounting StandardsIn December 2008, the Financial Accounting Standards Board (“FASB”) issued new guidance regarding disclosures about plan assets of defined benefit pension or other postretirement plans. This guidance, which is now part of FASB Accounting Standards Codification (“ASC”) 715, “Compensation – Retirement Benefits,” is effective for financial statements issued for fiscal years ending after December 15, 2009, and was adopted by the Company effective April 30, 2010. See Note 8, “Retirement Benefits” for the new disclosures required by this guidance.

In April 2009,February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”), including changes in AOCI balances by component and significant items reclassified out of AOCI. This guidance related todoes not amend any existing requirements for reporting net income or AOCI in the disclosure of the fair value of financial instruments. The new guidance, which is now part of FASB ASC 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments in all interim financial statements. The Company adopted this standard effective May 1, 2014. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement 162.” This statement modified the GAAP hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative. SFAS 168 also established the FASB Accounting Standards Codification™ as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP in the United States. All guidance contained in the Codification carries an equal level of authority. Effective July 1, 2009, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification is nonauthoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. All accounting references in this Annual Report on Form 10-K have been updated and, accordingly, references to prior accounting standards have been replaced with FASB ASC references as appropriate.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, “Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value.” The revised guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: (i) the quoted price of the identical liability when traded as an asset, (ii) quoted prices for similar liabilities or similar liabilities when traded as assets, or (iii) other valuation technique that is consistent with the principles of “Topic 820.” ASU 2009-05 was effective for reporting periods beginning after issuance. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In October 2009,March 2013, the FASB issued ASU 2009-13, “Revenue Recognition2013-05 “Foreign Currency Matters (Topic 605)830)Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force.” It updates the existing multiple-element revenue arrangements guidance currently included under FASB ASC 605-25, “Revenue Recognition, Multiple-element Arrangements.” The revised guidance primarily provides two significant changes: (i) eliminates the need for objective and reliable evidence of fair valueParent’s Accounting for the undelivered elementCumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in ordera Foreign Entity.” This guidance issued amendments to address the accounting for the cumulative translation adjustment when a delivered item to be treated asparent entity sells or transfers either a separate unitsubsidiary or group of accounting, and (ii) eliminates the residual method to allocate the arrangement consideration. In addition, the guidance expands the disclosure requirements for revenue recognition. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010.assets within a foreign entity. The Company adoptedwill adopt this standard effective May 1, 2011.in fiscal year 2015. 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 2010,July 2013, the FASB issued ASU 2010-06, “Fair Value Measurements and DisclosuresNo. 2013-11 “Income Taxes (Topic 820)740)Improving Disclosures about Fair Value Measurements.Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This updateguidance requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credits carryforwards that would be used to settle the following new disclosures: (i) the amounts of significant transfer in and

out of Level 1 and Level 2 fair value measurements andposition with a description of the reasons for the transfer; and (ii) a reconciliation for fair value measurements using significant unobservable inputs (Level 3), including separate information about purchases, sales, issuance, and settlements. The update also clarifies existing requirements about fair value measurement disclosures and disclosures about inputs and valuation techniques. The new disclosures and clarifications of existing disclosures aretax authority. This standard is effective for interim and annual reporting periods beginning on or after December 15, 2009, except for the reconciliation of Level 3 activity, which is effective for fiscal years beginning after December 15, 2010. The Company adopted this guidance effective May 1, 2010. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

In April 2010, the FASB issued ASU 2010-17, “Revenue Recognition – Milestone Method (Topic 605).” This update provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Research or development arrangements frequently include payment provisions whereby a portion or all of the consideration is contingent upon milestone events such as successful completion of phases in a study or achieving a specific result from the research or development efforts. An entity often recognizes these milestone payments as revenue in their entirety upon achieving the related milestone, commonly referred to as the milestone method. The amendments in ASU 2010-17 are effective on a prospective basis for milestones achieved in fiscal years,2013 and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted.annual periods. The Company adoptedwill adopt this standard effective May 1, 2011.in fiscal year 2015. 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 May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company will adopt this standard in fiscal year 2018. The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Company’s financial position or results of operations.

Note 2—Inventories

Inventories consisted of the following at April 30:

 

$ in thousands

  2011     2010   2014     2013 

Finished goods

    $2,887          $2,199      $    2,909       $    4,052   

Work-in-process

   1,697         1,237       1,550        1,678   

Materials and components

   5,882         4,914       7,479        7,473   
            

 

     

 

 

Total inventories

    $10,466          $8,350      $11,938       $13,203   
            

 

     

 

 

At April 30, 20112014 and 2010,2013, the Company’s international subsidiariessubsidiaries’ inventories were $824,000$1,684,000 and $1,394,000,$2,077,000, respectively, measured using the first-in, first-out (“FIFO”) method. If all of the Company’s inventories had been determined using the FIFO“FIFO” method at April 30, 20112014 and 2010,2013, reported inventories would have been $1.5$1.2 million and $1.7$1.3 million greater, respectively. During fiscal years 20112014 and 2010,2013, the LIFO index was lesslower than 100% due to lower prices paid for certain raw materials. This reductiondecrease resulted in athe liquidation of LIFO inventory quantities carried at higher costs prevailing in prior years as compared withto the cost of purchases in the current fiscal years 2011 and 2010,year, the effect of which decreased the cost of sales by $216,000$137,000 and $248,000,$273,000, respectively.

Note 3—Long-term Debt and Other Credit Arrangements

On August 2, 2010,May 6, 2013, the Company amended its existing bankentered into a credit and security agreement covering its unsecured $14(the “Loan Agreement”) with a new lender consisting of (1) a $20 million revolving credit facility which matures on May 1, 2016 (“Line of Credit”), (2) a term loan in the amount of $3,450,000 which matures on May 1, 2020 (“Term Loan A”) and (3) a term loan in the amount of $1,550,000 which matures on May 1, 2020 (Term Loan B and together with Term Loan A, the “Term Loans”). The Loan Agreement provided funds to providerefinance all existing indebtedness to the Company’s previous lender and for working capital and other general corporate purposes. In addition, it provides a sub-line for the issuance of up to $4.7 million of letters of credit.

At April 30, 2014, there were advances of $2.9 million outstanding under the Line of Credit, and the borrowing rate at that date was 1.75%. Monthly interest payments under the Line of Credit were payable at the Daily One Month LIBOR interest rate plus 1.5% per annum. Payments are due under Term Loan A in consecutive equal monthly principal payments in the amount of $17,000 until August 1, 2017, and then in consecutive equal monthly principal payments in the amount of $79,000 each, commencing on September 1, 2017 and continuing on the first business day of each month thereafter until May 1, 2020, and at that time, all principal, accrued unpaid interest and other charges outstanding under Term Loan A shall be due and payable in full. The interest rate on Term Loan A, after consideration of related interest rate swap agreements, is a fixed rate per annum equal to 4.875%, and effective August 1, 2017, such rate converts to a fixed rate per annum of 4.37%. Payments are due under Term Loan B in consecutive equal monthly principal payments in the amount of $18,000 until May 1, 2020, and at that time, all principal, accrued unpaid interest and other charges outstanding under Term Loan B shall be due and payable in full. The interest rate on Term Loan B, after consideration of the related interest rate swap agreement, is a variable rate per annum equal to Daily One Month LIBOR plus 1.575% per annum, and effective November 3, 2014, such rate converts to a fixed rate per annum of 3.07%. The interest rate on Term Loan B was 1.73% at April 30, 2014. Scheduled annual principal payments for the term loans are $421,000 for fiscal years 2015 through 2017 and $915,000, $1,164,000, and $1,271,000 for fiscal years 2018, 2019 and 2020, respectively.

The Loan Agreement includes financial covenants with respect to certain ratios, including (a) debt-to-net worth, (b) fixed charge coverage, and (c) asset coverage. At April 30, 2014, the Company was in compliance with all of the financial covenants and there was $12.8 million of unused and available credit under the revolving credit facility. At April 30, 2014, there were $4.3 million in letters of credit outstanding under the Loan Agreement to support bank guarantees issued by a foreign bank from time to time on behalf of the Company’s subsidiaries in India to guarantee performance on customer orders. At April 30, 2014, there were foreign bank guarantees outstanding to customers in the amount of $1,784,000 and $576,000 with expiration dates in fiscal years 2015 and 2016, respectively.

On June 10, 2014, the Loan Agreement was amended to increase the allowable aggregate undrawn amount of all outstanding letters of credit under the Line of Credit from $4,700,000 to $8,510,000 with such allowable amount to be reduced to $6,510,000 on August 10, 2014.

At April 30, 2013, the Company had an additionalunsecured revolving credit facility in the amount of $15 million with an expiration date of July 31, 2014. Monthly interest payments under the facility were payable calculated at the 30-day LIBOR Market Interest Rate plus a variable rate ranging from 1.575% to 2.175%. The borrowing rate at April 30, 2013 was 1.773%, including a variable rate adjustment of 1.575%. The credit facility included financial covenants with respect to certain ratios, including (a) debt-to-net worth, (b) fixed charge coverage, and (c) asset coverage. At April 30, 2013, the Company was in compliance with all of the financial covenants.

At April 30, 2013, there were advances of $6.7 million outstanding under the revolving credit facility, and the Company’s Asia subsidiaries had standby letters of credit and bank guarantees in the aggregate amount of $2.1 million outstanding under the facility to guarantee performance on certain customer projects. At April 30, 2013, the Company had a $4 million seven-year term loan secured by the Company’s real property and equipment located in Statesville, North Carolina. The term loan requiresrequired monthly principal payments of $17,000, plus interest calculated at the 30-day LIBOR Market Index Rate plus 1.575%, with payment of the outstanding principal balance and any unpaid interest at the term loan maturity date. In June 2010, the Company entered into anThe interest rate swap agreement whereby the interest rate payable by the Company on the term loan, after consideration of the related interest swap agreement, was effectively converted to a fixed rate per annum of 4.875% beginning August 2, 2010. Scheduled annual principal payments for the term loan are $200,000 for fiscal years 2012 through 2017, and $2,667,000 for fiscal year 2018..

In July 2009, the Company amended its unsecured $14 million revolving credit facility to extend the facility’s expiration date to July 31, 2012, and modify the variable rate component of the interest calculation. Monthly interest payments under the facility, as amended, are payable calculated at the 30-day LIBOR Market Interest Rate plus a variable rate ranging from 1.575% to 2.175%. The borrowing rate at April 30, 2011 was 1.786%, including a variable rate adjustment of 1.575%. At April 30, 2011, there were advances of $6,588,000

Amounts outstanding under the facility. The credit facility includes financial covenants with respect to certain ratios, including (a) debt-to-net worth, (b) fixed charge coverage, and (c) asset coverage. Atterm loans were as follows as of April 30, 2011 and 2010, the Company was in compliance with all of the financial covenants. In July 2009, the Company entered into an interest rate swap agreement whereby the interest rate payable by the Company on $2 million of outstanding advances under the revolving credit facility effectively converted to a fixed rate of 3.9% for the period beginning August 3, 2009 and ending August 1, 2012.

30:

Obligations for leases classified as capital leases were $119,000 at April 30, 2011; scheduled lease payments for the capital leases, including interest, are $89,000 and $37,000 for fiscal years 2012 and 2013, respectively.

$ in thousands

  2014     2013 

Term loans payable

  $    4,613       $    3,467   

Less: current portion

   (421)       (200)  
  

 

 

     

 

 

 

Long-term debt

  $4,192       $3,267   
  

 

 

     

 

 

 

Note 4—Income Taxes

Income tax expense consisted of the following:

 

$ in thousands

  2011     2010     2009   2014     2013     2012 

Current tax expense (benefit):

                    

Federal

  $300           $1,680           $1,072        $907      $941      $247  

State and local

   124           419           233         168       184       63  

Foreign

   185           226           413         917       791       838  
                  

 

     

 

     

 

 

Total current tax expense

   609           2,325           1,718         1,992       1,916        1,148  
                  

 

     

 

     

 

 

Deferred tax expense (benefit):

                    

Federal

   170           (611)          420         27       (346)       (338)  

State and local

   83           78           111         26       (24)       (12)  

Foreign

   2           129           15         (62)       (6)       (59)  
                  

 

     

 

     

 

 

Total deferred tax expense

   255           (404)          546      

Total deferred tax expense (benefit)

   (9)       (376)       (409)  
                  

 

     

 

     

 

 

Net income tax expense

  $  864           $1,921           $2,264        $ 1,983      $    1,540      $739  
                  

 

     

 

     

 

 
The reasons for the differences between the above net income tax expense and the amounts computed by applying the statutory federal income tax rates to earnings before income taxes are as follows:   

$ in thousands

  2011     2010     2009 

Income tax expense at statutory rate

    $1,007           $1,928           $2,304      

State and local taxes, net of federal income tax benefit (expense)

   96           234           189      

Tax credits (state, net of federal benefit)

   (122)          (227)          (265)     

Effects of differing US and foreign tax rates

   (155)          48           (36)     

Decrease in valuation allowance

   —             —             (8)     

Other items, net

   38           (62)          80      
                

Net income tax expense

    $864           $1,921           $2,264      
                

The reasons for the differences between the above net income tax expense and the amounts computed by applying the statutory federal income tax rates to earnings before income taxes are as follows:

 

Significant items comprising deferred tax assets and liabilities as of April 30 were as follows:

 

  

$ in thousands

  2011     2010 

Deferred tax assets:

      

Accrued employee benefit expenses

  $366          $254      

Allowance for doubtful accounts

   97           101      

Deferred compensation

   1,449           1,426      

Tax credits

   423           481      

Unrecognized actuarial loss, defined benefit plans

   3,075           3,109      

Other

   (25)          (69)     
            

Total deferred tax assets

   5,385           5,302      
            

Deferred tax liabilities:

      

Book basis in excess of tax basis of property, plant and equipment

   (2,370)          (2,149)     

Prepaid pension

   (2,161)          (2,072)     

Other

   (24)          (28)     
            

Total deferred tax liabilities

   (4,555)          (4,249)     
            

Net deferred tax assets (liabilities)

  $830          $1,053      
            

Deferred tax assets classified in the balance sheet:

      

Current

  $431          $390      

Long-term

   399           663      
            

Net deferred tax assets (liabilities)

  $830          $1,053      
            

$ in thousands

  2014     2013     2012 

Income tax expense at statutory rate

  $2,035      $1,775      $863  

State and local taxes, net of federal income tax benefit (expense)

   165       128        

Tax credits (state, net of federal benefit)

   (134)       (118)       (76)  

Effects of differing US and foreign tax rates

   (30)       (106)       (61)  

(Decrease) increase in valuation allowance

   (9)       (14)       73  

Other items, net

   (44)       (125)       (63)  
  

 

 

     

 

 

     

 

 

 

Net income tax expense

  $ 1,983      $    1,540      $ 739  
  

 

 

     

 

 

     

 

 

 

Significant items comprising deferred tax assets and liabilities as of April 30 were as follows:

$ in thousands

  2014     2013 

Deferred tax assets:

      

Accrued employee benefit expenses

  $462      $568  

Allowance for doubtful accounts

   68       52  

Deferred compensation

   1,432       1,688  

Tax credits

   304       336  

Unrecognized actuarial loss, defined benefit plans

   3,486       4,309  

Other

   98       86  
  

 

 

     

 

 

 

Total deferred tax assets

   5,850       7,039  
  

 

 

     

 

 

 

Deferred tax liabilities:

      

Book basis in excess of tax basis of property, plant and equipment

   (1,826)       (1,953)  

Prepaid pension

   (2,098)       (2,260)  

Other

   155       128  
  

 

 

     

 

 

 

Total deferred tax liabilities

   (3,769)       (4,085)  
  

 

 

     

 

 

 

Less: valuation allowance

   (50)       (59)  
  

 

 

     

 

 

 

Net deferred tax assets (liabilities)

  $2,031      $2,895  
  

 

 

     

 

 

 

Deferred tax assets classified in the balance sheet:

      

Current

  $646      $654  

Non-current

   1,385       2,241  
  

 

 

     

 

 

 

Net deferred tax assets (liabilities)

  $2,031      $2,895  
  

 

 

     

 

 

 

At April 30, 2011,2014, the Company had federal tax credit carryforwards in the amount of $63,000$40,000 expiring beginning in 2020 and state tax credit carryforwards in the amount of $359,000,$264,000, net of federal benefit, expiring beginning in 2012. Due to2015. After a review of the expiration schedule of the tax credits and a review of future taxable income required to utilize such credits before their expiration, noa valuation allowance of $50,000 and $59,000 was recorded at April 30, 2011.2014 and 2013, respectively.

Note 5—Stock Options and Share-Based Compensation

During fiscal year 2011, theThe stockholders approved the 2010 Stock Option Plan for Directors (the “2010(“2010 Plan”), in fiscal year 2011 which allowedallows the Company to grant options on an aggregate of 100,000 shares of the Company’s common stock. Under this plan, each eligible director will be granted options to purchase 10,000 shares at the fair market value at the date of grant for a term of five years. These options will be exercisable in four equal installments, one-fourth becoming exercisable on the next August 1 following the date of grant, and one-fourth becoming exercisable on August 1 of each of the next three years. At April 30, 2011,2014, there were 20,00035,000 shares available for future grants under the 2010 Plan.

During fiscal year 2009, theThe stockholders approved the 2008 Key Employee Stock Option Plan (the “2008(“2008 Plan”), in fiscal year 2009 which allowedallows the Company to grant options on an aggregate of 300,000 shares of the Company’s common stock. This plan replaced the Company’s previous stock option plans,plan, but certain unexercised options previously granted under the old plansplan remain outstanding. Under boththe plans, 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 may determine at the time of the grant. At April 30, 2011,2014, there were 165,30060,350 shares available for future grants under the 2008 Plan.

The Company recorded stock-based compensation expense in accordance with ASC 718. 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. For stock options granted during the fiscal years 2011, 2010,2014, 2013 and 2009,2012, the Company believes that its historical share option experience does not provide a reasonable basis upon which to estimate expected term. The stock options granted have the “plain-vanilla” characteristics as defined in SEC Staff Accounting Bulletin No. 107 (SAB 107). The Company utilized the Safe Harbor option “Simplified Method” to determine the expected term of these options in accordance with the guidance of SAB 107 for options granted. The Company intends to continue to utilize the “Simplified Method” for future grants in accordance with the guidance of SAB 110

until such time that the Company believes that its historical share option experience will provide a reasonable basis to estimate expected term. The fair value of the options granted as shown below was estimated using the Black-Scholes model with the following assumptions:

 

  2011  2010  2009  2014 2013 2012
  

2008 Plan

  

2010 Plan

        2008 Plan 2010 Plan 2008 Plan 2008 Plan 2010 Plan

Options granted

    56,400    80,000    47,200   38,500    36,600   10,000   40,000   45,000   10,000

Weighted average expected stock price volatility

    47.53%    57.63%    46.02%   39.04%    50.58%   36.98%   51.18%   48.51%   29.92%

Expected option life

    6.25 years    3.75 years    6.25 years   6.25 years    6.25 years   3.33 years   6.25 years   6.25 years   2.42 years

Average risk-free interest rate

    1.80%    0.95%    2.76%   2.81%    1.80%   0.62%   1.35%   2.74%   0.90%

Average dividend yield

    2.95%    2.95%    3.22%   1.82%    3.21%   3.33%   4.34%   3.48%   3.38%

Estimated fair value of each option

    $3.79    $3.83    $4.42   $5.16    $5.84   $2.73   $3.86   $3.06   $1.53

The stock-based compensation expense is recorded over the vesting period (4 years) for the options granted, net of tax. The Company recorded $139,000, $70,000$238,000, $239,000 and $46,000$261,000 of compensation expense net of $86,000, $51,000 and $24,000$93,000, $93,000 and $100,000 deferred income tax benefit in fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively. The remaining compensation expense of $384,000, net of $244,000$356,000 and deferred income tax benefit of $138,000 will be recorded over the remaining vesting periods.

The Company issued new shares of common stock and treasury stock to satisfy options exercised during fiscal year 2014. The Company utilized treasury stock to satisfy stock options exercised during fiscal years 2011, 2010,2013 and 2009.2012. Stock option activity and weighted average exercise price is summarized as follows:

 

  2011   2010   2009   2014   2013   2012 
  Number
of Shares
 Weighted
Average
Exercise
Price
   Number
of Shares
 Weighted
Average
Exercise
Price
   Number
of Shares
 Weighted
Average
Exercise
Price
   Number
of Shares
   Weighted
Average
Exercise
Price
   Number
of Shares
   Weighted
Average
Exercise
Price
   Number
of Shares
   Weighted
Average
Exercise
Price
 

Outstanding at beginning of year

   158,925   $12.86       153,050   $12.25       136,550   $11.50       295,550    $11.84     298,050    $11.60     279,800    $11.94  

Granted

   136,400    10.64       47,200    12.66       38,500    14.69       46,600     15.26     40,000     11.78     55,000     8.90  

Canceled

   (1,675  11.83       (3,825  11.77       (1,000  12.00       (16,650)     10.10     (15,750)     10.57     (22,250)     10.64  

Exercised

   (13,850  9.71       (37,500  10.22       (21,000  11.86       (97,250)     13.00     (26,750)     9.86     (14,500)     9.39  
                       

 

   

 

   

 

   

 

   

 

   

 

 

Outstanding at end of year

   279,800    11.94       158,925    12.86       153,050    12.25       228,250    $12.17     295,550    $11.84     298,050    $11.60  
                       

 

   

 

   

 

   

 

   

 

   

 

 

Exercisable at end of year

   81,588    12.86       66,656    11.67       87,475    10.35       113,175    $11.90     157,250    $12.91     126,425    $13.00  
                       

 

   

 

   

 

   

 

   

 

   

 

 

The number of options outstanding, exercisable, and their weighted average exercise prices were within the following price ranges at April 30, 2011:2014:

 

  Exercise Price Range   Exercise Price Range 
  $9.10-$12.66      $14.69-$14.90      $8.59-$12.66    $14.69-$15.85  
          

 

   

 

 

Options outstanding

   206,450       73,350       165,650      62,600   

Weighted average exercise price

  $10.93      $14.79      $10.95     $15.40   

Weighted average remaining contractual life (years)

   8.11       6.84    

Weighted average remaining contractual life

   5.24 years      7.09 years   

Aggregate intrinsic value

  $107,000      $—       $973,000     $89,000   

Options exercisable

   35,888       45,700       87,175      26,000   

Weighted average exercise price

  $$10.37      $$14.81      $11.04     $14.77   

Aggregate intrinsic value

  $44,000      $—       $504,000     $53,000   

Note 6—Accumulated Other Comprehensive Income (Loss)

The Company’s other comprehensive income (loss) consists of unrealized gains and losses on the translation of the assets, liabilities, and equity of its foreign subsidiaries, changes in the fair value of its cash flow hedges, and additional minimum pension liability adjustments, net of income taxes. The before tax income (loss), related income tax effect, and accumulated balances are as follows:

 

$ in thousands

  Cash Flow
Hedge
   Foreign
Currency
Translation
Adjustment
   Minimum
Pension
Liability
Adjustment
   Total
Accumulated
Other
Comprehensive
Income (Loss)
 

Balance at April 30, 2008

  $—           $343       $(2,384)    $(2,041

Foreign currency translation adjustment

   —            (633)       —       (633

Change in unrecognized actuarial loss, defined benefit plans

   —            —         (4,568)     (4,568

Income tax effect

   —            —         1,721      1,721  
                    

Balance at April 30, 2009

   —            (290)       (5,231)     (5,521

Foreign currency translation adjustment

   —            307        —       307  

Change in fair value of cash flow hedges

   (49)         —         —       (49

Change in unrecognized actuarial loss, defined benefit plans

   —            —         377      377  

Income tax effect

   18          —         (30)     (12
                    

Balance at April 30, 2010

   (31)         17        (4,884)     (4,898

Foreign currency translation adjustment

   —            21        —       21  

Change in fair value of cash flow hedges

   (172)         —         —       (172

Change in unrecognized actuarial loss, defined benefit plans

   —            —         88      88  

Income tax effect

   65          —         (34)     31  
                    

Balance at April 30, 2011

  $    (138)        $38       $(4,830)    $(4,930
                    

$ in thousands

  Cash Flow
Hedge
   Foreign
Currency
Translation
Adjustment
   Minimum
Pension
Liability
Adjustment
   Total
Accumulated
Other
Comprehensive
Income (Loss)
 

Balance at April 30, 2011

  $(138)    $38    $(4,830)    $(4,930)  

Foreign currency translation adjustment

   —       (466)     —       (466)  

Change in fair value of cash flow hedges

   (157)     —       —       (157)  

Change in unrecognized actuarial loss on pension obligations

   —       —       (2,753)     (2,753)  

Income tax effect

   59    —       1,071     1,130  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at April 30, 2012

   (236)     (428)     (6,512)     (7,176)  

Foreign currency translation adjustment

   —       84     —       84  

Change in fair value of cash flow hedges

   34     —       —       34  

Change in unrecognized actuarial loss on pension obligations

   —       —       (419)     (419)  

Income tax effect

   (13)     —       163     150  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at April 30, 2013

   (215)     (344)     (6,768)     (7,327)  

Foreign currency translation adjustment

   —     (321)     —       (321)  

Change in fair value of cash flow hedges

   133    —       —       133  

Change in unrecognized actuarial loss on pension obligations

   —     —       2,116      2,116   

Income tax effect

   (50)     —       (824)     (874)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at April 30, 2014

  $(132)    $(665)    $(5,476)    $(6,273)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Note 7—Commitments and Contingencies

The Company entered into a 10-yearleases both its primary distribution facility and warehouse facility under non-cancelable operating lease for a new distribution center in fiscal year 2003. During fiscal years 2009 and 2007, the Company entered into several leases related to a new Enterprise Resource Planning System (ERP) that were classified as capital leases. The Company also leases some of its machinery and equipment under non-cancelable operating leases. Most of these leases provide the Company with renewal and purchase options, and most leases of machinery and equipment have certain early cancellation rights. Rent expense for these operating leases was $2,323,000, $2,380,000,$2,680,000, $2,288,000, and $1,928,000$2,425,000 in fiscal years 2011, 2010,2014, 2013 and 2009,2012, respectively. Future minimum payments under the above non-cancelable lease arrangements for the years endedending April 30 are as follows:

 

$ in thousands

  Operating   Capital   Operating 

2012

  $2,091        $89       

2013

   1,440         37       

2014

   983         —         

2015

   858         —           $1,982  

2016

   732         —            1,553  

2017

   1,303  

2018

   1,011  

2019

   642  

Thereafter

   1,369         —            369  
          

 

 

Total minimum lease payments

   7,473         126         $6,860  

Less: amount representing interest

   —           (7)      
          

 

 

Capital lease obligation

  $7,473        $  119       
        

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’s consolidated financial condition or results of operations.

Note 8—Retirement Benefits

Defined Benefit Plans

The Company has non-contributory defined benefit pension plans covering a significant number of salaried and hourly 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’s years of service and average annual compensation during the last 10 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:

 

$ in thousands

  2011     2010   2014   2013 

Accumulated Benefit Obligation, April 30

  $17,328        $15,775    $19,857    $20,683  
            

 

   

 

 

Change in Projected Benefit Obligations

          

Projected benefit obligations, beginning of year

  $15,775        $13,421    $20,683    $19,061  

Interest cost

   959         951     857     906  

Actuarial loss

   1,328         2,122  

Actuarial (gain) loss

   (737)     1,610  

Actual benefits paid

   (734)        (719   (946)     (894)  
            

 

   

 

 

Projected benefit obligations, end of year

   17,328         15,775     19,857     20,683  
            

 

   

 

 

Change in Plan Assets

          

Fair value of plan assets, beginning of year

   13,110         11,086     15,415     14,007  

Actual return (loss) on plan assets

   1,884         2,743  

Actual return on plan assets

   1,519     1,302  

Employer contributions

   719         —       300     1,000  

Actual benefits paid

   (734)        (719   (946)     (894)  
            

 

   

 

 

Fair value of plan assets, end of year

   14,979         13,110     16,288     15,415  
            

 

   

 

 

Funded status – over (under)

  $(2,349)       $(2,665

Funded status – under

  $(3,569)    $(5,268)  
            

 

   

 

 

Amounts Recognized in the Consolidated Balance Sheets consist of:

    

Noncurrent assets

  $—     $—   

Noncurrent liabilities

   (3,569)     (5,268)  
  

 

   

 

 

Net amount recognized

  $(3,569)    $(5,268)  
  

 

   

 

 

Amounts recognized in accumulated other comprehensive income (loss) consist of:

    

Net actual loss

  $8,962    $11,078  

Deferred tax benefit

   (3,486)     (4,310)  
  

 

   

 

 

After-tax actuarial loss

  $5,476    $6,768  
  

 

   

 

 

Weighted-Average Assumptions Used to Determine Benefit Obligations at April 30

    

Discount rate

   4.60%     4.25%  

Rate of compensation increase

   N/A     N/A  
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended April 30    

Discount rate

   4.25%     4.75%  

Expected long-term return on plan assets

   8.50%     8.50%  

Rate of compensation increase

   N/A     N/A  

$ in thousands

  2011   2010 

Amounts Recognized in the Consolidated Balance Sheets consist of:

    

Noncurrent assets

  $—       $—    

Noncurrent liabilities

   (2,349)      (2,665
          

Net amount recognized

  $(2,349)     $(2,665
          

Amounts recognized in accumulated other comprehensive income (loss) consist of:

    

Net actual loss

  $7,905      $7,993  

Deferred tax benefit

   (3,075)      (3,109
          

After-tax actuarial loss

  $4,830      $4,884  
          

Weighted-Average Assumptions Used to Determine Benefit Obligations at April 30

    

Discount rate

   5.60%       6.00%  

Rate of compensation increase

   N/A       N/A  
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended April 30    

Discount rate

   6.00%       7.04%  

Expected long-term return on plan assets

   8.75%       8.75%  

Rate of compensation increase

   N/A       N/A  

The components of the net periodic pension cost (income) for each of the fiscal years ended April 30 are as follows:

 

$ in thousands

  2011   2010   2009   2014   2013   2012 

Interest cost

  $959       $951       $895       $857    $906    $942  

Expected return on plan assets

   (1,155)       (938)       (1,353)       (1,282)     (1,213)     (1,306)  

Recognition of net loss

   687        694        161        1,142     1,102     717  
              

 

   

 

   

 

 

Net periodic pension cost (income)

  $491       $707       $(297)    

Net periodic pension cost

  $717    $795    $353  
              

 

   

 

   

 

 

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 the fiscal year 20122015 is $632,000.$940,000.

The Company’s funding policy is to contribute to the plans when pension laws and economics either require or encourage funding. No contributions are anticipated for fiscal year 2015. Contributions of $719,000$300,000 and $1,000,000 were made to the plan in fiscal year 2011. No contributions were made to the plans in fiscal years 20102014 and 2009. The Company anticipates that contributions in the amount of $402,000 will be required for fiscal year 2012.2013, respectively.

The following benefit payments are expected to be paid from the benefit plans in the fiscal years endedending April 30:

 

$ in thousands

  Amount 

2012

  $908  

2013

  $969  

2014

  $1,037  

2015

  $1,094  

2016

  $1,158  

2017-2021

  $6,211  

$ in thousands

  Amount 

2015

  $ 1,130  

2016

   1,190  

2017

   1,220  

2018

   1,260  

2019

   1,280  

2020-2024

   6,740  

The Company employsexpected long-term portfolio return is established via a building block approach in determining the long-term ratewith proper consideration of return for plan assets.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. The expected long-term portfolio return is established via a building block approach with proper consideration of diversification and rebalancing. Peer data and historical returns are also reviewed to check for reasonabilityreasonableness and appropriateness.

In fiscal years 2011, 2010, and 2009 theThe Company useduses a Yield Curve technique 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. For the 2011 and 2010 fiscal years, theThe 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, AA, or A) 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 20112014 and 20102013 would decrease/increase pension expense by approximately $212,000$181,000 and $108,000,$166,000, respectively.

The Company employsuses 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’s investment policy waswere 70% in equity securities and 30% in fixed-income securities at both April 30, 20112014 and 65% in equity securities and 35% in fixed income securities at April 30, 2010.2013. A 1% increase/decrease in the expected return on assets for fiscal years 20112014 and 20102013 would decrease/increase pension expense by approximately $132,000$151,000 and $107,000,$143,000, respectively.

Plan assets by asset categories as of April 30, 20112014 and 20102013 were as follows:

 

$ in thousands

  2011   2010   2014   2013 

Asset Category

  Amount   %   Amount   %   Amount   %   Amount   % 

Equity Securities

  $11,342         76     $8,827       67    $11,011     68    $7,754     50  

Fixed Income Securities

   3,458         23      3,994       30     5,025     31     4,475     29  

Cash and Cash Equivalents

   179              289       3     252     1     3,186     21  
                  

 

   

 

   

 

   

 

 

Totals

  $14,979         100     $13,110       100    $16,288     100    $15,415     100  
                  

 

   

 

   

 

   

 

 

The following tables present the fair value of the assets in our defined benefit pension plans at April 30, 20112014 and 2010:2013:

 

2011

Asset Category

Level 1Level 2Level 3

Large Cap

$6,382    $—          —          

Small/Mid Cap

1,603    —          —          

International

1,492    —          —          

Emerging Markets

1,278    —          —          

Real Estate/Commodities

587    —          —          

Fixed Income

3,458    —          —          

Cash and Cash Equivalents

179    —          —          

Totals

$14,979    $ —          $ —          
   2014 

Asset Category

  Level 1   Level 2   Level 3 

Large Cap

  $8,034    $ —     $ —   

Small/Mid Cap

   2,030     —      —   

International

   947     —      —   

Fixed Income

   5,025     —      —   

Cash and Cash Equivalents

   252     —      —   
  

 

 

   

 

 

   

 

 

 

Totals

  $16,288    $     —     $     —   
  

 

 

   

 

 

   

 

 

 

 

2010

Asset Category

Level 1Level 2Level 3

Large Cap

$4,810    $ —          $ —          

Small/Mid Cap

1,308    —          —          

International

1,275    —          —          

Emerging Markets

1,068    —          —          

Real Estate/Commodities

366    —          —          

Fixed Income

3,994    —          —          

Cash and Cash Equivalents

289    —          —          

Totals

$13,110    $—          $—          

   2013 

Asset Category

  Level 1   Level 2   Level 3 

Large Cap

  $5,875    $ —     $ —   

Small/Mid Cap

   1,535     —      —   

Emerging Markets

   216     —      —   

Real Estate/Commodities

   128     —      —   

Fixed Income

   4,475     —      —   

Cash and Cash Equivalents

   3,186     —      —   
  

 

 

   

 

 

   

 

 

 

Totals

  $15,415    $     —     $     —   
  

 

 

   

 

 

   

 

 

 

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.

Defined Contribution Plan

The Company has a defined contribution plan covering substantially all salaried and hourly employees. The plan provides benefits to all employees who have attained age 21, completed three months of service, and who elect to participate. The plan provides that the Company make matching contributions equal to 100% of the employee’s qualifying contribution up to 3% of the employee’s compensation, and make matching contributions equal to 50% of the employee’s contributions between 3% and 5% of the employee’s compensation, resulting in a maximum employer contribution equal to 4% of the employee’s compensation. 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 up to 1% of the participant’s qualifying compensation for that calendar year. The Company’s contributions to the plan in fiscal years 2011, 2010,2014, 2013 and 20092012 were $847,000, $862,000,$674,000, $659,000 and $853,000,$664,000, respectively.

Note 9—Segment Information

The Company’s operations are classified into two business segments: Domestic Operations and International Operations. The Domestic Operations segment principally designs, manufactures, and installs scientific and technical furniture, including steel and wood laboratory cabinetry, fume hoods, laminate casework, flexible systems, worksurfaces, workstations, workbenches, and computer enclosures. The International Operations segment, which consists of fourfive foreign subsidiaries as identified in Note 1, provides both the Company’s products and services, including facility design, detailed engineering, construction, and project management from the planning stage through testing and commissioning of laboratories.

Intersegment transactions are recorded at normal profit margins. All intercompany balances and transactions have been eliminated. Certain corporate expenses shown below have not been allocated to the business segments.

The following table shows revenues, earnings, and other financial information by business segment for each of the three years ended April 30:

 

$ in thousands

  Domestic
Operations
   International
Operations
   Corporate Total   Domestic
Operations
   International
Operations
   Corporate Total 

Fiscal Year 2011

       

Fiscal Year 2014

       

Revenues from external customers

  $84,121    $15,882    $—     $100,003    $91,750    $19,416    $—     $111,166  

Intersegment revenues

   3,825     1,297     (5,122  —       3,378     2,455     (5,833  —    

Depreciation

   2,312     175     —      2,487     2,432     117     —      2,549  

Operating earnings (loss) before income taxes

   5,150     1,008     (3,196  2,962  

Earnings (loss) before income taxes

   7,386     2,603     (4,003  5,986  

Income tax expense (benefit)

   1,650     188     (974  864     2,482     855     (1,354  1,983  

Net earnings attributable to noncontrolling interest

   —       248     —      248     —       108     —      108  

Net earnings (loss) attributable to Kewaunee Scientific Corporation

   3,500     572     (2,222  1,850     4,904     1,640     (2,649  3,895  

Segment assets

   52,812     10,246     —      63,058     47,890     14,827     —      62,717  

Expenditures for segment assets

   5,070     177     —      5,247     1,822     199     —      2,021  

Revenues (excluding intersegment) to customers in foreign countries

   2,663     15,882     —      18,545     1,113     19,416     —      20,529  

Fiscal Year 2010

       

Fiscal Year 2013

       

Revenues from external customers

  $87,561    $11,532    $—     $99,093    $93,519    $23,602    $—     $117,121  

Intersegment revenues

   1,630     448     (2,078  —       6,722     2,443     (9,165  —    

Depreciation

   2,219     129     —      2,348     2,523     130     —      2,653  

Operating earnings (loss) before income taxes

   8,138     902     (3,369  5,671  

Earnings (loss) before income taxes

   6,908     2,622     (4,309  5,221  

Income tax expense (benefit)

   2,618     354     (1,051  1,921     2,025     786     (1,271  1,540  

Net earnings attributable to noncontrolling interest

   —       178     —      178     —       637     —      637  

Net earnings (loss) attributable to Kewaunee Scientific Corporation

   5,520     370     (2,318  3,572     4,883     1,199     (3,038  3,044  

Segment assets

   46,348     10,273     —      56,621     52,252     16,490     —      68,742  

Expenditures for segment assets

   2,575     1,664     —      4,239     2,314     91     —      2,405  

Revenues (excluding intersegment) to customers in foreign countries

   2,385     11,532     —      13,917     942     23,602     —      24,544  

Fiscal Year 2012

       

Revenues from external customers

  $83,971    $18,876    $—     $102,847  

Intersegment revenues

   5,290     3,051     (8,341  —    

Depreciation

   2,513     151     —      2,664  

Earnings (loss) before income taxes

   3,400     2,472     (3,333  2,539  

Income tax expense (benefit)

   1,349     779     (1,389  739  

Net earnings attributable to noncontrolling interest

   —       769     —      769  

Net earnings (loss) attributable to Kewaunee Scientific Corporation

   2,051     924     (1,944  1,031  

Segment assets

   49,373     13,988     —      63,361  

Expenditures for segment assets

   1,395     40     —      1,435  

Revenues (excluding intersegment) to customers in foreign countries

   1,717     18,876     —      20,593  

0$ in thousands

  Domestic
Operations
   International
Operations
   Corporate  Total 

Fiscal Year 2009

       

Revenues from external customers

  $90,250    $13,728    $—     $103,978  

Intersegment revenues

   2,362     1,031     (3,393  —    

Depreciation

   2,221     42     —      2,263  

Operating earnings (loss) before income taxes

   8,141     1,366     (2,731  6,776  

Income tax expense (benefit)

   2,743     428     (907  2,264  

Net earnings attributable to noncontrolling interest

   —       265     —      265  

Net earnings (loss) attributable to Kewaunee Scientific Corporation

   5,398     673     (1,824  4,247  

Segment assets

   45,598     6,931     —      52,529  

Expenditures for segment assets

   1,438     62     —      1,500  

Revenues (excluding intersegment) to customers in foreign countries

   668     13,728     —      14,396  

 

Note 10—Consolidated Quarterly Data (Unaudited)

 

Selected quarterly financial data for fiscal years 2011 and 2010 were as follows:

 

  

  

$ in thousands, except per share amounts

  First
Quarter
   Second
Quarter
   Third
Quarter
  Fourth
Quarter
 

Fiscal Year 2011

       

Net sales

  $24,858    $25,625    $22,568   $26,952  

Gross profit

   4,999     5,417     4,163    4,705  

Net earnings

   724     880     125    369  

Less: net earnings attributable to the noncontrolling interest

   67     25     39    117  

Net earnings attributable to Kewaunee Scientific Corporation

   657     855     86    252  

Net earnings per share attributable to Kewaunee Scientific Corporation

       

Basic

   0.26     0.33     0.03    0.10  

Diluted

   0.26     0.33     0.03    0.10  

Cash dividends per share

   0.10     0.10     0.10    0.10  

Fiscal Year 2010

       

Net sales

  $26,249    $27,088    $21,814   $23,942  

Gross profit

   5,764     6,210     4,685    4,744  

Net earnings

   1,168     1,444     654    484  

Less: net earnings (loss) attributable to the noncontrolling interest

   97     92     33    (44

Net earnings attributable to Kewaunee Scientific Corporation

   1,071     1,352     621    528  

Net earnings per share attributable to Kewaunee Scientific Corporation

       

Basic

   0.42     0.53     0.24    0.20  

Diluted

   0.42     0.53     0.24    0.20  

Cash dividends per share

   0.08     0.10     0.10    0.10  

Note 10—Purchase of Noncontrolling Interest

On June 24, 2013, the Company entered into an Agreement (the “Agreement”) whereby it purchased the 49% minority ownership of its subsidiary, Kewaunee Labway Asia Pte. Ltd. (the “Subsidiary”) for a total purchase price of $3,555,000. The purchase was recorded in the consolidated balance sheet as a $1,874,000 reduction in retained earnings, a $1,681,000 reduction in noncontrolling interest, an increase of other current accrued expenses of $887,500, and an increase of other non-current liabilities of $887,500. On the date of the Agreement, the Company paid cash of $1,780,000 to the minority stockholder. The balance will be paid in two equal installments of $887,500 on the first two anniversary dates of the Agreement. The Subsidiary and its subsidiary in India, Kewanee Labway India Pvt. Ltd., serve as the Company’s principal sales and distribution organization for sales to international customers.

Note 11—Consolidated Quarterly Data (Unaudited)

Selected quarterly financial data for fiscal years 2014 and 2013 were as follows:

$ in thousands, except per share amounts

  First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter
 

Fiscal Year 2014

        

Net sales

  $32,003    $26,098    $26,013    $27,052  

Gross profit

   6,576     4,893     4,711     5,852  

Net earnings

   1,617     746     625     1,015  

Less: net earnings attributable to the noncontrolling interest

   30     21     21     36  

Net earnings attributable to Kewaunee Scientific Corporation

   1,587     725     604     979  

Net earnings per share attributable to Kewaunee Scientific Corporation

        

Basic

   0.61     0.28     0.23     0.37  

Diluted

   0.61     0.28     0.22     0.37  

Cash dividends per share

   0.11     0.11     0.11     0.11  

Fiscal Year 2013

        

Net sales

  $26,683    $31,185    $27,450    $31,803  

Gross profit

   5,243     5,227     5,009     6,779  

Net earnings

   688     807     782     1,404  

Less: net earnings attributable to the noncontrolling interest

   54     158     238     187  

Net earnings attributable to Kewaunee Scientific Corporation

   634     649     544     1,217  

Net earnings per share attributable to Kewaunee Scientific Corporation

        

Basic

   0.25     0.25     0.21     0.47  

Diluted

   0.25     0.25     0.21     0.46  

Cash dividends per share

   0.10     0.10     0.10     0.10  

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-18417,333-98963, No. 333-98963,333-160276 and No. 333-160276)333-176447) of Kewaunee Scientific Corporation of our report dated July 15, 201117, 2014 relating to the consolidated financial statements and consolidated financial statement schedule, which report appears in this Form 10-K.

/s/ CHERRY BEKAERT LLP

/s/ CHERRY, BEKAERT & HOLLAND, L.L.P.
Charlotte, North Carolina

Charlotte, North Carolina

July  15, 201117, 2014

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are intended to ensure that the information required to be disclosed in our filings under the Securities Exchange Act of 1934 (the “Exchange Act”) is properly and timely recorded, processed, summarized, and reported. Our management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures as of April 30, 20112014 pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to provide reasonable assurance that we are able to collect, process, record, and disclose, within the required time periods, the information we are required to disclose in the reports filed with the Securities and Exchange Commission. In designing disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives, and that management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Nevertheless, we believe that our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, Management concluded the Company maintained effective internal control over financial reporting as of April 30, 2011.2014.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, 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.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, and Executive Officers of the Registrantand Corporate Governance

 

 (a)The information appearing in the sections entitled “Election of Directors” and “Meetings and Committees of the Board” included in our Proxy Statement for use in connection with our annual meeting of stockholders to be held on August 24, 201127, 2014 (the “ Proxy“Proxy Statement”) is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120 days of our most recently completed fiscal year.

 

 (b)The names and ages of our executive officers as of July 1, 201110, 2014 and their business experience during the past five years are set forth below:

Executive Officers

 

Name

          Age         

Position

William A. Shumaker

David M. Rausch

  63

55

  

President and Chief Executive Officer

 

D. Michael Parker

  

 

59

62

  

 

Senior Vice President, Finance,

Chief Financial Officer,

Treasurer and Secretary

 

David M. Rausch

52

Senior Vice President,
Construction Services General Manager, Laminate Furniture Division

K. Bain Black

  

 

65

68

  

 

Vice President, General ManagerSales and Marketing,

Healthcare and Technical Furniture GroupProducts

 

Dana L. Dahlgren

  

 

55

58

  

 

Vice President, Sales and Marketing Laboratory Products Group– Americas

 

Elizabeth D. Phillips

  

 

34

37

  

 

Vice President, Human Resources

 

Kurt P. Rindoks

  

 

53

56

  

 

Vice President, Engineering and Product Development

 

Keith D. Smith

  

 

42

45

  

 

Vice President, Manufacturing

Sudhir K. (Steve) Vadehra

64

Vice President, International Operations

William A. ShumakerDavid M. Rausch has served as President of the Company since August 1999 and Chief Executive Officer since September 2000. He was elected a director of the Company in February 2000 and Chairman of the Board in February 2010. He served as the Chief Operating Officer from August 1998, when he was also elected as Executive Vice President, until September 2000. Mr. Shumaker served as Vice President and General Manager of the Laboratory Products Group from February 1998 to August 1998.July 1, 2013. He joined the Company in December 1993 as Vice President of Sales and Marketing.

D. Michael Parker joined the Company in November 1990 as Director of Financial Reporting and Accounting and was promoted to Corporate Controller in November 1991. Mr. Parker has served as Chief Financial Officer, Treasurer and Secretary since August 1995. He was elected Vice President of Finance in August 1995 and Senior Vice President of Finance in August 2000.

David M. Rausch joined Kewaunee Scientific in March 1994 as Manager of Estimating and was promoted to Southeast Regional Sales Manager in December 1996, then to Director of Sales for Network Storage Systems products in May 2000. In August 2001, he was promoted to Project Sales Manager, and in this position, he also had direct management responsibility for the Estimating Department. Mr. Rausch was elected Vice President of Construction Services in June 2007. In June 2011, he was elected Senior Vice President of Construction Services and General Manager of the Laminate Furniture Division.Division, and in March 2012, he was elected President and Chief Operating Officer.

D. Michael Parker joined the Company in November 1990 as Director of Financial Reporting and Accounting and was promoted to Corporate Controller in November 1991. Mr. Parker has served as Chief Financial Officer, Treasurer and Secretary since August 1995. He was elected Vice President of Finance in August 1995 and Senior Vice President of Finance in August 2000.

K. Bain Black joined the Company in August 2004 as the General Sales Manager for the Technical Products Group. He was elected Vice President and General Manager of the Technical Products Group, effective July 1, 2005.2005 and Vice President, Sales and Marketing of Healthcare and Technical Products, effective June 27, 2012. Prior to joining the Company, Mr. Black was Director of Marketing for Newton Instrument Company, a manufacturer of products for the telecom industry, from 2001 to 2003. Prior thereto, he was a partner and President of TechMetals, LLC beginning in 1997.

Dana L. Dahlgren joined the Company in November 1989 as a Regional Sales Manager and was promoted to Director of Sales and Marketing of the Laboratory Products Group in September 1998. Mr. Dahlgren was elected Vice President of Sales and Marketing of the Laboratory Products Group in June 2004.2004 and was elected Vice President of Sales and Marketing – Americas in April 2014.

Elizabeth D. Phillips joined the Company in August 2006 as Human Resources and Training Manager. She was promoted to Director of Human Resources in June 2007 and was elected Vice President of Human Resources in June 2009. Prior to joining the Company, she was Director of Human Resources for Vanguard Furniture Co., Inc., a manufacturer of household furniture, from April 2004 until August 2006.

Kurt P. Rindoks joined the Company in January 1985 as an engineer. He was promoted to Director of Product Development in August 1991 and assumed the additional responsibilities of Director of Engineering in July 1995. He has served as Vice President of Engineering and Product Development since September 1996. Additionally, from May 1998 through October 2001, he served as General Manager of the Company’s Resin Materials Division.

Keith D. Smith joined the Company in 1993 as a department supervisor in the Metal Plant and served as Resin Plant Manager from 1995 until April 2001 when he was promoted to Wood Plant Manager. He served as Wood Plant Manager until he assumed the position of Director of Manufacturing in November 2003, a position he held until he was promoted to Vice President of Manufacturing, effective July 1, 2005.

Sudhir K. (Steve) Vadehra joined the Company in October 1999. He was elected Vice President of International Operations in June 2004. He also has served as the Managing Director of Kewaunee Labway Asia Pte. Ltd., the Company’s joint venture subsidiary in Singapore, since the subsidiary’s formation in June 1998.

Section 16(a) Beneficial Ownership Reporting Compliance

The information appearing in the section entitled “Securities Ownership of Certain Beneficial Owners – Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference.

Code of Ethics

A copy of our code of ethics that applies to our Chief Executive Officer and Chief Financial Officer, entitled “Ethics Obligations for Chief Executive Officer and Employees with Financial Reporting Responsibilities,” is available free of charge through our website atwww.kewaunee.com.

Audit Committee

The information appearing in the section entitled “Election of Directors – Meetings and Committees of the Board” in our Proxy Statement is incorporated herein by reference.

Item 11. Executive Compensation

The information appearing in the sections entitled “Compensation Discussion and Analysis,” “Compensation Tables,” “Agreements with Certain Executives,” and “Election of Directors – Compensation Committee Interlocks and Insider Participation” in the Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information appearing in the sections entitled “Security Ownership of Directors and Executive Officers” and “Security Ownership of Certain Beneficial Owners” in the Proxy Statement is incorporated herein by reference.

The following table sets forth certain information as of April 30, 20112014 with respect to compensation plans under which our equity securities are authorized for issuance:

 

Plan Category

  Number of
securities to be
issued upon
exercise  of
outstanding
options, warrants
and rights
(a)
   Weighted average
exercise  price of
outstanding options,
warrants and rights
(b)
   Number of  securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
   Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
   Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
   Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
 

Equity Compensation Plans approved by Security Holders:

            

2000 Key Employee Stock Option Plan

   65,100    $12.78     —       11,500    $14.88     —   

2008 Key Employee Stock Option Plan

   134,700    $12.31     165,300     159,250    $12.43     60,350  

2010 Stock Option Plan for Directors

   80,000    $10.64     20,000     57,500    $10.91     35,000  

Equity Compensation Plans not approved by Security Holders:

   —       —       —       —       —      —   

Refer to Note 5 of the Company’s consolidated financial statements for additional information.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information appearing in the sections entitled “Election of Directors” and “Agreements with Certain Executives” in the Proxy Statement is incorporated herein by reference.

Item 14. Principal AccountingAccountant Fees and Services

The information appearing in the section entitled “Independent Registered Public Accounting Firm – Audit Fees and Non-Audit Fees” in the Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed or incorporated by reference as part of this Annual Report:

 

      Page 

(a)(1)    

  

Consolidated Financial Statements

  
  

Report of Independent Registered Public Accounting Firm Cherry Bekaert & Holland, L.L.P.LLP

   16  
  

Consolidated Statements of Operations – Years ended April 30, 2011, 20102014, 2013 and 20092012

   17  
  

Consolidated Statements of Comprehensive Income and Stockholders’ Equity(Loss)
Years ended April 30, 2011, 20102014, 2013 and 20092012

   18  
  

Consolidated Balance SheetsStatements of Stockholders’ Equity Years ended April 30, 20112014, 2013 and 20102012

   19  
  

Consolidated Statements of Cash FlowsBalance Sheets Years ended April 30, 2011, 20102014 and 20092013

   20  
  

Notes to Consolidated Financial Statements of Cash Flows – Years ended April 30, 2014, 2013 and 2012

   21  
  

Notes to Consolidated Financial Statements

22
Consent of Independent Registered Public Accounting Firm

   3537  

(a)(2)

  

Consolidated Financial Statement ScheduleSchedules

Schedule II – Valuation and Qualifying Accounts

Years Ended April 30, 2011, 2010, and 2009

(in thousands)

Allowance for Doubtful Accounts:

  

Balance April 30, 2008

$274    

Bad debt provision

   139    

Doubtful accounts written off (net)

(154)   
Financial statement schedules have been omitted because the information required has been separately disclosed
in the consolidated financial statements or related notes.
    

Balance April 30, 2009

259    

Bad debt provision

163    

Doubtful accounts written off (net)

(163)   

Balance April 30, 2010

259    

Bad debt provision

60     

Doubtful accounts written off (net)

(69)   

Balance April 30, 2011

$250    

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(a)(3)

  

Exhibits

  
  

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index, which is attached hereto at pages 4143 through 4345 and which is incorporated herein by reference.

  

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

KEWAUNEE SCIENTIFIC CORPORATION
By: 

/s/ William A. ShumakerDavid M. Rausch

 William A. ShumakerDavid M. Rausch
 President and Chief Executive Officer

Date: July 15, 201117, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.

 

(i) Principal Executive Officer    ) 
     ) 
 

/s/ William A. ShumakerDavid M. Rausch

    ) 
 William A. ShumakerDavid M. Rausch    ) 
 President and Chief Executive Officer    ) 
     ) 
(ii) Principal Financial and Accounting Officer    ) 
     ) 
 

/s/ D. Michael Parker

    ) 
 D. Michael Parker    ) 
 Senior Vice President, Finance    ) 
 Chief Financial Officer,    ) 
 Treasurer and Secretary    ) 
     ) 
(iii) A majority of the Board of Directors:    ) July 15, 201117, 2014
)
)

/s/ Margaret B. Pyle

/s/ Silas Keehn

)
Margaret B. PyleSilas Keehn)
     ) 
        ) 

/s/ John C. Campbell, Jr.

  

/s/ James T. Rhind.David S. Rhind

    ) 
John C. Campbell, Jr.James T. Rhind.)
)
)

/s/ Wiley N. Caldwell

/s/ David S. Rhind

)
Wiley N. Caldwell  David S. Rhind    ) 
        ) 
        ) 

/s/ William A. ShumakerRoss W. McCanless

  

/s/ John D. Russell

    ) 
William A. ShumakerRoss W. McCanless  John D. Russell    ) 
        ) 
        ) 

/s/ Patrick L. McCroryMargaret B. Pyle

  

/s/ Ross W. McCanlessDonald F. Shaw

    ) 
Patrick L. McCroryMargaret B. Pyle  Ross W. McCanlessDonald F. Shaw)
)
)

/s/ David M. Rausch

/s/ William A. Shumaker

)
David M. RauschWilliam A. Shumaker)
    ) 
        ) 

KEWAUNEE SCIENTIFIC CORPORATION

Exhibit Index

 

        Page Number
(or  Reference)
         Page Number
(or Reference)
 
3 Articles of incorporation and by-laws    Articles of incorporation and bylaws  
   3.1    Restated Certificate of Incorporation (as amended)   (2  3.1  Restated Certificate of Incorporation (as amended)   (2
   3.3    By-Laws (as amended as of May 31, 2011)   (13  3.3  By-Laws (as amended as of July 1, 2013)   (15
10 Material Contracts    Material Contracts  
   10.1*    Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2007)   (8  10.1*  Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2012)   (13
   10.1A*    First Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation   (8  10.2*  Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2012)   (13
   10.1B*    Second Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation   (10  10.30*  Kewaunee Scientific Corporation Executive Severance Pay Policy   (5
   10.2    Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective as of May 1, 2007)   (8  10.34*  401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective September 1, 2009)   (9
   10.2A    First Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation   (8  10.34A*  First Amendment to the 401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation, effective July 15, 2011.   (11
   10.2B    Second Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation   (10  10.39*  Change of Control Employment Agreement restated as of December 4, 2008 between
D. Michael Parker and the Company
   (8
   10.30*    Kewaunee Scientific Corporation Executive Severance Pay Policy   (5  10.39A*  Change of Control Employment Agreement extension dated August 24, 2011 between
D. Michael Parker and the Company
   (12
   10.34*    401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation (as amended and restated effective September 1, 2009)   (10  10.40*  Change of Control Employment Agreement restated as of December 4, 2008 between
Dana L. Dahlgren and the Company
   (8
   10.34A*    First Amendment to the 401(K) Incentive Savings Plan for Salaried and Hourly Employees of Kewaunee Scientific Corporation, effective July 15, 2011.   (1  10.40A*  Change of Control Employment Agreement extension dated August 24, 2011 between Dana L. Dahlgren and the Company   (12
   10.38*    Change of Control Employment Agreement restated as of December 4, 2008 between William A. Shumaker and the Company   (8  10.41*  Change of Control Employment Agreement restated as of December 4, 2008 between
Kurt P. Rindoks and the Company
   (8
   10.39*    Change of Control Employment Agreement restated as of December 4, 2008 between D. Michael Parker and the Company   (8  10.41A*  Change of Control Employment Agreement extension dated August 24, 2011 between
Kurt P. Rindoks and the Company
   (12
   10.40*    Change of Control Employment Agreement restated as of December 4, 2008 between Dana L. Dahlgren and the Company   (8  10.43*  Employment Letter Agreement dated as of August 2, 2004 between K. Bain Black and the Company   (4
   10.41*    Change of Control Employment Agreement restated as of December 4, 2008 between Kurt P. Rindoks and the Company   (8  10.44*  Change of Control Employment Agreement restated as of December 4, 2008 between
Keith D. Smith and the Company
   (8
   10.43*    Employment Letter Agreement dated as of August 2, 2004 between K. Bain Black and the Company   (4  10.44A*  Change of Control Employment Agreement extension dated August 24, 2011 between
Keith D. Smith and the Company
   (12
   10.44*    Change of Control Employment Agreement restated as of December 4, 2008 between Keith D. Smith and the Company   (8  10.45*  Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan   (3
   10.45*    Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan   (3  10.45A*  First Amendment to Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan   (6
   10.45A*    First Amendment to Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan   (6  10.45B*  Second Amendment to Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan   (8
   10.45B*    Second Amendment to Kewaunee Scientific Corporation 2000 Key Employee Stock Option Plan   (8  10.46*  Change of Control Employment Agreement restated as of December 4, 2008 between
David M. Rausch and the Company
   (8
   10.46*    Change of Control Employment Agreement restated as of December 4, 2008 between David M. Rausch and the Company   (8  10.46A*  Change of Control Employment Agreement extension dated August 24, 2011 between
David M. Rausch and the Company
   (12
   10.47*    Change of Control Employment Agreement restated as of December 4, 2008 between K. Bain Black and the Company   (8

          Page Number
(or  Reference)
 
 10.50*    Fiscal Year 2011 Incentive Bonus Plan   (9
 10.51*    Kewaunee Scientific Corporation 2008 Key Employee Stock Option Plan   (7
 10.53*    Change of Control Employment Agreement restated as of December 4, 2008 between Elizabeth D. Phillips and the Company   (8
 10.57    Amended and Restated Loan and Security Agreement dated as of August 2, 2010 between Bank of America, N.A. and Kewaunee Scientific Corporation   (11
 10.58*    Kewaunee Scientific Corporation 2010 Stock Option Plan for Directors   (12
 10.59*    Fiscal Year 2012 Incentive Bonus Plan   (14
 21.1    Subsidiaries of the Company   (10
 23.1    Consent dated July 15, 2011 of Cherry, Bekaert & Holland, L.L.P., Independent Registered Public Accounting Firm (incorporated by reference to page 35 of this Report on Form 10-K)   (1
 31.1    Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)   (1
 31.2    Certification of Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a)   (1
 32.1    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (1
 32.2    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (1
         Page Number
(or Reference)
 
  10.47*  Change of Control Employment Agreement restated as of December 4, 2008 between
K. Bain Black and the Company
   (8
  10.47A*  Change of Control Employment Agreement extension dated August 24, 2011 between
K. Bain Black and the Company
   (12
  10.51*  Kewaunee Scientific Corporation 2008 Key Employee Stock Option Plan   (7
  10.53*  Change of Control Employment Agreement restated as of December 4, 2008 between
Elizabeth D. Phillips and the Company
   (8
  10.53A*  Change of Control Employment Agreement extension dated August 24, 2011 between
Elizabeth D. Phillips and the Company
   (12
  10.58*  Kewaunee Scientific Corporation 2010 Stock Option Plan for Directors   (10
  10.61  Credit and Security Agreement dated as of May 6, 2013 between Wells Fargo Bank, National Association and Kewaunee Scientific Corporation including the forms of notes executed thereunder   (14
  10.61A  First Amendment to Credit and Security Agreement dated July 9, 2013   (16
  10.61B  Second Amendment to Credit and Security Agreement dated June 10, 2014   (1
  10.62*  Fiscal Year 2014 Incentive Bonus Plan   (15
  10.64*  Consulting Agreement dated July 10, 2013 between William A. Shumaker and the Company   (17
  10.65*  Fiscal Year 2015 Incentive Bonus Plan   (18
  21.1  Subsidiaries of the Company   (1
  23.1  Consent dated July 17, 2014 of Cherry Bekaert LLP, Independent Registered Public Accounting Firm (incorporated by reference to page 37 of this Report on Form 10-K)   (1
  31.1  Certification of Principal Executive Officer of the Company pursuant to Exchange Act Rule13a-14(a) or Rule 15d-14(a)   (1
  31.2  Certification of Principal Financial Officer of the Company pursuant to Exchange Act Rule13a-14(a) or Rule 15d-14(a)   (1
  32.1  Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (1
  32.2  Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   (1
  101.INS  XBRL Instance Document   (1
  101.SCH  XBRL Taxonomy Extension Schema Document   (1
  101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document   (1
  101.DEF  XBRL Taxonomy Extension Definition Linkbase Document   (1
  101.LAB  XBRL Taxonomy Extension Label Linkbase Document   (1
  101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document   (1

 

*The referenced exhibit is a management contract or compensatory plan, or arrangement.

(All other exhibits are either inapplicable or not required.)

Footnotes

 

(1)Filed with this Form 10-K with the Securities and Exchange Commission.
(2)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 1985, and incorporated herein by reference.
(3)Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 23, 2000 (Commission File No. 0-5286) filed on July 20, 2000, and incorporated hereby by reference.
(4)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2005, and incorporated herein by reference.
(5)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended October 31, 2005 and incorporated herein by reference.
(6)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2008, and incorporated herein by reference.
(7)Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 27, 2008 (Commission File No. 0-5286) filed on July 21, 2008, and incorporated herebyherein by reference.
(8)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2009, and incorporated herein by reference.
(9)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on June 28, 2010, and incorporated herein by reference.
(10)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2010, and incorporated herein by reference.
(11)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on August 4, 2010, and incorporated herein by reference.
(12)(10)Filed as Appendix A to the Kewaunee Scientific Corporation Proxy Statement for its Annual Meeting of Stockholders on August 25, 2010 (Commission File No. 0-5286) filed on July 23, 2010, and incorporated herebyherein by reference.
(13)(11)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2011, and incorporated herein by reference.
(12)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on June 3,August 30, 2011, and incorporated herein by reference.
(13)Filed as an exhibit to the Kewaunee Scientific Corporation Quarterly Report to the Securities and Exchange Commission on Form 10-Q (Commission File No. 0-5286) for the quarterly period ended October 31, 2012, and incorporated herein by reference.
(14)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on May 9, 2013, and incorporated herein by reference.
(15)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on July 2, 2013, and incorporated herein by reference.
(16)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on July 11, 2013, and incorporated herein by reference.
(17)Filed as an exhibit to the Kewaunee Scientific Corporation Annual Report to the Securities and Exchange Commission on Form 10-K (Commission File No. 0-5286) for the fiscal year ended April 30, 2013, and incorporated herein by reference.
(18)Filed as an exhibit to the Kewaunee Scientific Corporation Current Report on Form 8-K (Commission File No. 0-5286) filed on June 24, 2011,30, 2014, and incorporated herein by reference.

 

4345