UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 10-Q
_________________________
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2024
or
| | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number 0-5286
_________________________
KEWAUNEE SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
_________________________
| | | | | | | | |
| 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 Trading Symbol(s) Name of Exchange on which registered
Common Stock, $2.50 par value KEQU NASDAQ Global Market
_________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of March 5, 2024, the registrant had outstanding 2,875,104 shares of Common Stock.
KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2024
Part 1. Financial Information
Item 1. Condensed Consolidated Financial Statements
Kewaunee Scientific Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
($ and shares in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
January 31, | | Nine Months Ended
January 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Net sales | $ | 46,778 | | | $ | 60,821 | | | $ | 147,053 | | | $ | 165,508 | |
| Cost of products sold | 34,749 | | | 50,491 | | | 109,642 | | | 140,281 | |
| Gross profit | 12,029 | | | 10,330 | | | 37,411 | | | 25,227 | |
| Operating expenses | 8,223 | | | 8,026 | | | 24,688 | | | 22,564 | |
| Operating profit | 3,806 | | | 2,304 | | | 12,723 | | | 2,663 | |
| Pension expense | (41) | | | (18) | | | (122) | | | (53) | |
| Other income, net | 161 | | | 210 | | | 384 | | | 756 | |
| Interest expense | (411) | | | (436) | | | (1,213) | | | (1,190) | |
| Profit before income taxes | 3,515 | | | 2,060 | | | 11,772 | | | 2,176 | |
| Income tax expense | 982 | | | 962 | | | 3,894 | | | 1,911 | |
| Net earnings | 2,533 | | | 1,098 | | | 7,878 | | | 265 | |
| Less: Net earnings attributable to the non-controlling interest | 12 | | | 375 | | | 151 | | | 532 | |
| Net earnings (loss) attributable to Kewaunee Scientific Corporation | $ | 2,521 | | | $ | 723 | | | $ | 7,727 | | | $ | (267) | |
| | | | | | | |
| Net earnings (loss) per share attributable to Kewaunee Scientific Corporation stockholders | | | | | | | |
| Basic | $ | 0.87 | | | $ | 0.26 | | | $ | 2.68 | | | $ | (0.09) | |
| Diluted | $ | 0.85 | | | $ | 0.25 | | | $ | 2.64 | | | $ | (0.09) | |
| Weighted average number of common shares outstanding | | | | | | | |
| Basic | 2,893 | | | 2,830 | | | 2,885 | | | 2,822 | |
| Diluted | 2,965 | | | 2,911 | | | 2,927 | | | 2,822 | |
See accompanying notes to Condensed Consolidated Financial Statements.
Kewaunee Scientific Corporation
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
(Unaudited)
($ in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
January 31, | | Nine Months Ended
January 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| Net earnings | $ | 2,533 | | | $ | 1,098 | | | $ | 7,878 | | | $ | 265 | |
| Other comprehensive loss, net of tax: | | | | | | | |
| Foreign currency translation adjustments | (40) | | | (106) | | | (435) | | | (567) | |
| Other comprehensive loss | (40) | | | (106) | | | (435) | | | (567) | |
| Comprehensive earnings (loss), net of tax | 2,493 | | | 992 | | | 7,443 | | | (302) | |
| Less: Comprehensive income attributable to the non-controlling interest | 12 | | | 375 | | | 151 | | | 532 | |
| Comprehensive earnings (loss) attributable to Kewaunee Scientific Corporation | $ | 2,481 | | | $ | 617 | | | $ | 7,292 | | | $ | (834) | |
See accompanying notes to Condensed Consolidated Financial Statements.
Kewaunee Scientific Corporation
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
($ in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common
Stock | | Additional
Paid-in
Capital | | Treasury
Stock | | Retained
Earnings | | Accumulated
Other
Comprehensive
Loss | | Total Kewaunee Scientific Corporation Stockholders' Equity |
| Balance at April 30, 2023 | $ | 7,084 | | | $ | 5,059 | | | $ | (53) | | | $ | 28,761 | | | $ | (3,442) | | | $ | 37,409 | |
| Net earnings attributable to Kewaunee Scientific Corporation | — | | | — | | | — | | | 2,474 | | | — | | | 2,474 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (144) | | | (144) | |
| Stock-based compensation | 185 | | | (494) | | | — | | | — | | | — | | | (309) | |
| Balance at July 31, 2023 | $ | 7,269 | | | $ | 4,565 | | | $ | (53) | | | $ | 31,235 | | | $ | (3,586) | | | $ | 39,430 | |
| Net earnings attributable to Kewaunee Scientific Corporation | — | | | — | | | — | | | 2,732 | | | — | | | 2,732 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (251) | | | (251) | |
| Stock-based compensation | — | | | 241 | | | — | | | — | | | — | | | 241 | |
| Purchase of Treasury Stock, 2,423 shares | — | | | — | | | (44) | | | — | | | — | | | (44) | |
| Balance at October 31, 2023 | $ | 7,269 | | | $ | 4,806 | | | $ | (97) | | | $ | 33,967 | | | $ | (3,837) | | | $ | 42,108 | |
| Net earnings attributable to Kewaunee Scientific Corporation | — | | | — | | | — | | | 2,521 | | | — | | | 2,521 | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (40) | | | (40) | |
| Stock-based compensation | 1 | | | 240 | | | — | | | — | | | — | | | 241 | |
| Purchase of Treasury Stock, 27,033 shares | — | | | — | | | (747) | | | — | | | — | | | (747) | |
| Balance at January 31, 2024 | $ | 7,270 | | | $ | 5,046 | | | $ | (844) | | | $ | 36,488 | | | $ | (3,877) | | | $ | 44,083 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common
Stock | | Additional
Paid-in
Capital | | Treasury
Stock | | Retained
Earnings | | Accumulated
Other
Comprehensive
Loss | | Total Kewaunee Scientific Corporation Stockholders' Equity |
| Balance at April 30, 2022 | $ | 6,983 | | | $ | 4,483 | | | $ | (53) | | | $ | 28,023 | | | $ | (3,742) | | | $ | 35,694 | |
| Net loss attributable to Kewaunee Scientific Corporation | — | | | — | | | — | | | (747) | | | — | | | (747) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (224) | | | (224) | |
| Stock-based compensation | 97 | | | (134) | | | — | | | — | | | — | | | (37) | |
| Balance at July 31, 2022 | $ | 7,080 | | | $ | 4,349 | | | $ | (53) | | | $ | 27,276 | | | $ | (3,966) | | | $ | 34,686 | |
| Net loss attributable to Kewaunee Scientific Corporation | — | | | — | | | — | | | (243) | | | — | | | (243) | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (237) | | | (237) | |
| Stock-based compensation | 4 | | | 192 | | | — | | | — | | | — | | | 196 | |
| Balance at October 31, 2022 | $ | 7,084 | | | $ | 4,541 | | | $ | (53) | | | $ | 27,033 | | | $ | (4,203) | | | $ | 34,402 | |
| Net earnings attributable to Kewaunee Scientific Corporation | — | | | — | | | — | | | 723 | | | — | | | 723 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | (106) | | | (106) | |
| Stock-based compensation | — | | | 332 | | | — | | | — | | | — | | | 332 | |
| Balance at January 31, 2023 | $ | 7,084 | | | $ | 4,873 | | | $ | (53) | | | $ | 27,756 | | | $ | (4,309) | | | $ | 35,351 | |
See accompanying notes to Condensed Consolidated Financial Statements.
Kewaunee Scientific Corporation
Condensed Consolidated Balance Sheets
($ and shares in thousands, except per share amounts) | | | | | | | | | | | |
| January 31, 2024 | | April 30, 2023 |
| | (Unaudited) | | |
| Assets | | | |
| Current Assets: | | | |
| Cash and cash equivalents | $ | 21,312 | | | $ | 8,078 | |
| Restricted cash | 5,800 | | | 5,737 | |
| Receivables, less allowance; $589; $476, on each respective date | 41,109 | | | 46,081 | |
| Inventories | 21,845 | | | 21,889 | |
| | | |
| | | |
| Prepaid expenses and other current assets | 6,090 | | | 6,135 | |
| Total Current Assets | 96,156 | | | 87,920 | |
| Property, plant and equipment, at cost | 64,208 | | | 61,368 | |
| Accumulated depreciation | (46,716) | | | (44,966) | |
| Net Property, Plant and Equipment | 17,492 | | | 16,402 | |
| Right of use assets | 7,827 | | | 9,170 | |
| | | |
| Other assets | 4,830 | | | 5,406 | |
| Total Assets | $ | 126,305 | | | $ | 118,898 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
| Current Liabilities: | | | |
| Short-term borrowings | $ | 3,184 | | | $ | 3,587 | |
| Current portion of financing liability | 695 | | | 642 | |
| Current portion of financing lease liabilities | 110 | | | 85 | |
| Current portion of operating lease liabilities | 2,056 | | | 1,967 | |
| Accounts payable | 19,083 | | | 23,599 | |
| Employee compensation and amounts withheld | 5,766 | | | 4,304 | |
| Deferred revenue | 10,248 | | | 4,097 | |
| Other accrued expenses | 1,000 | | | 1,772 | |
| Total Current Liabilities | 42,142 | | | 40,053 | |
| Long-term portion of financing liability | 27,603 | | | 28,132 | |
| Long-term portion of financing lease liabilities | 247 | | | 148 | |
| Long-term portion of operating lease liabilities | 5,741 | | | 7,136 | |
| Accrued pension and deferred compensation costs | 3,655 | | | 3,546 | |
| Deferred income taxes | 1,134 | | | 943 | |
| Other non-current liabilities | 441 | | | 455 | |
| Total Liabilities | 80,963 | | | 80,413 | |
| Commitments and Contingencies | | | |
| Stockholders' Equity: | | | |
| Common stock, $2.50 par value, Authorized – 5,000 shares; Issued – 2,908 shares; 2,833 shares; – Outstanding – 2,875 shares; 2,830 shares, on each respective date | 7,270 | | | 7,084 | |
| Additional paid-in-capital | 5,046 | | | 5,059 | |
| Retained earnings | 36,488 | | | 28,761 | |
| Accumulated other comprehensive loss | (3,877) | | | (3,442) | |
| Common stock in treasury, at cost, 33 shares; 3 shares, on each respective date | (844) | | | (53) | |
| Total Kewaunee Scientific Corporation Stockholders' Equity | 44,083 | | | 37,409 | |
| Non-controlling interest | 1,259 | | | 1,076 | |
| Total Stockholders' Equity | 45,342 | | | 38,485 | |
| Total Liabilities and Stockholders' Equity | $ | 126,305 | | | $ | 118,898 | |
See accompanying notes to Condensed Consolidated Financial Statements.
Kewaunee Scientific Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in thousands)
| | | | | | | | | | | |
| | Nine Months Ended
January 31, |
| | 2024 | | 2023 |
| Cash flows from operating activities: | | | |
| Net earnings | $ | 7,878 | | | $ | 265 | |
| Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: | | | |
| Depreciation | 2,305 | | | 2,142 | |
| Bad debt provision | 227 | | | 79 | |
| Stock-based compensation expense | 665 | | | 699 | |
| Deferred income taxes | 191 | | | 368 | |
| Change in assets and liabilities: | | | |
| Receivables | 4,745 | | | (2,813) | |
| Inventories | 44 | | | 2,384 | |
| | | |
| Accounts payable and other accrued expenses | (3,842) | | | (4,534) | |
| Deferred revenue | 6,151 | | | 1,533 | |
| Other, net | 55 | | | (3,670) | |
| Net cash provided by (used in) operating activities | 18,419 | | | (3,547) | |
| Cash flows from investing activities: | | | |
| Capital expenditures | (3,394) | | | (1,562) | |
| Net cash used in investing activities | (3,394) | | | (1,562) | |
| Cash flows from financing activities: | | | |
| | | |
| | | |
| Proceeds from short-term borrowings | 112,316 | | | 27,742 | |
| Repayments on short-term borrowings | (112,718) | | | (23,577) | |
| Proceeds from sale-leaseback financing transaction | — | | | 13,473 | |
| Payments on sale-leaseback financing transaction | (476) | | | (426) | |
| Proceeds from long-term lease obligations | 202 | | | — | |
| Payments on long-term lease obligations | (78) | | | (123) | |
| Purchase of treasury stock | (791) | | | — | |
| | | |
| Net cash (used in) provided by financing activities | (1,545) | | | 17,089 | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (183) | | | (458) | |
| Increase in cash, cash equivalents and restricted cash | 13,297 | | | 11,522 | |
| Cash, cash equivalents and restricted cash, beginning of period | 13,815 | | | 6,894 | |
| Cash, cash equivalents and restricted cash, end of period | $ | 27,112 | | | $ | 18,416 | |
See accompanying notes to Condensed Consolidated Financial Statements.
Kewaunee Scientific Corporation
Notes to Condensed Consolidated Financial Statements
(unaudited)
A. Financial Information
The unaudited interim Condensed Consolidated Financial Statements of Kewaunee Scientific Corporation (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These interim Condensed Consolidated Financial Statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of these financial statements and should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company's 2023 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The Condensed Consolidated Balance Sheet as of April 30, 2023 included in this interim period filing has been derived from the audited consolidated financial statements at that date, but does not include all of the information and related notes required by GAAP for complete financial statements. The preparation of the interim Condensed Consolidated Financial Statements requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.
B. Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. During the nine months ended January 31, 2024 and twelve months ended April 30, 2023, the Company had cash deposits in excess of FDIC insured limits. The Company has not experienced any losses from such deposits. Restricted cash includes bank deposits of subsidiaries used for performance guarantees against customer orders and domestic bank deposits used as collateral for an outstanding letter of credit.
The Company includes restricted cash along with the cash balance for presentation in the Condensed Consolidated Statements of Cash Flows. The reconciliation between the Condensed Consolidated Balance Sheet and the Condensed Consolidated Statement of Cash Flows is as follows:
| | | | | | | | | | | | | | |
| | January 31, 2024 | | April 30, 2023 |
| Cash and cash equivalents | | $ | 21,312 | | | $ | 8,078 | |
| Restricted cash | | 5,800 | | | 5,737 | |
| Total cash, cash equivalents and restricted cash | | $ | 27,112 | | | $ | 13,815 | |
C. Revenue Recognition
The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The majority of the Company's revenues are recognized over time as the customer receives control as the Company performs work under a contract. However, a portion of the Company's revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract.
Disaggregated Revenue
A summary of net sales transferred to customers over time and at a point in time for the periods ended January 31, 2024 and January 31, 2023 is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| | January 31, 2024 | | January 31, 2023 |
| | Domestic | | International | | Total | | Domestic | | International | | Total |
| Over Time | $ | 30,207 | | | $ | 15,004 | | | $ | 45,211 | | | $ | 35,373 | | | $ | 24,687 | | | $ | 60,060 | |
| Point in Time | 1,567 | | | — | | | 1,567 | | | 761 | | | — | | | 761 | |
| Total | $ | 31,774 | | | $ | 15,004 | | | $ | 46,778 | | | $ | 36,134 | | | $ | 24,687 | | | $ | 60,821 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended |
| | January 31, 2024 | | January 31, 2023 |
| | Domestic | | International | | Total | | Domestic | | International | | Total |
| Over Time | $ | 96,880 | | | $ | 45,674 | | | $ | 142,554 | | | $ | 107,100 | | | $ | 53,915 | | | $ | 161,015 | |
| Point in Time | 4,499 | | | — | | | 4,499 | | | 4,493 | | | — | | | 4,493 | |
| Total | $ | 101,379 | | | $ | 45,674 | | | $ | 147,053 | | | $ | 111,593 | | | $ | 53,915 | | | $ | 165,508 | |
Contract Balances
The closing balances of contract assets included $10,466,000 in accounts receivable and $506,000 in other assets at January 31, 2024. The opening balance of contract assets arising from contracts with customers included $13,459,000 in accounts receivable and $1,191,000 in other assets at April 30, 2023. The closing and opening balances of contract liabilities included in deferred revenue arising from contracts with customers were $10,248,000 at January 31, 2024 and $4,097,000 at April 30, 2023. The timing of revenue recognition, billings and cash collections results in accounts receivable, unbilled receivables, and deferred revenue which are disclosed in the Condensed Consolidated Balance Sheets and in the Notes to the Condensed Consolidated Financial Statements. In general, the Company receives payments from customers based on a billing schedule established in its contracts. Unbilled receivables represent amounts earned which have not yet been billed in accordance with contractually stated billing terms and are included in receivables on the Condensed Consolidated Balance Sheets. Receivables are recorded when the right to consideration becomes unconditional and the Company has a right to invoice the customer. Deferred revenue relates to payments received in advance of performance under the contract. Deferred revenue is recognized as revenue as (or when) the Company performs under the contract. Approximately 100% of the contract liability balances at April 30, 2023 and January 31, 2024 are expected to be recognized as revenue during the respective succeeding 12 months.
D. Inventories
The Company measures inventory using the first-in, first-out method at the lower of cost or net realizable value. Inventories consisted of the following (in thousands):
| | | | | | | | | | | |
| January 31, 2024 | | April 30, 2023 |
| Finished products | $ | 2,491 | | | $ | 3,412 | |
| Work in process | 1,608 | | | 2,380 | |
| Raw materials | 17,746 | | | 16,097 | |
| Total | $ | 21,845 | | | $ | 21,889 | |
The Company's International subsidiaries' inventories were $2,869,000 at January 31, 2024 and $2,740,000 at April 30, 2023 and are included in the above tables.
E. Fair Value of Financial Instruments
The Company's financial instruments consist primarily of cash and equivalents, mutual funds, short-term borrowings, and the cash surrender value of life insurance policies. The carrying value of these assets and liabilities approximates their fair value. The following tables summarize the Company's fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2024 and April 30, 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | | January 31, 2024 |
| Financial Assets | | Level 1 | | Level 2 | | Total |
Trading securities held in non-qualified compensation plans (1) | | $ | 1,323 | | | $ | — | | | $ | 1,323 | |
Cash surrender value of life insurance policies (1) | | — | | | 976 | | | 976 | |
| Total | | $ | 1,323 | | | $ | 976 | | | $ | 2,299 | |
| Financial Liabilities | | | | | | |
Non-qualified compensation plans (2) | | $ | — | | | $ | 2,898 | | | $ | 2,898 | |
| Total | | $ | — | | | $ | 2,898 | | | $ | 2,898 | |
| | | | | | | | | | | | | | | | | | | | |
| | | April 30, 2023 |
| Financial Assets | | Level 1 | | Level 2 | | Total |
Trading securities held in non-qualified compensation plans (1) | | $ | 1,105 | | | $ | — | | | $ | 1,105 | |
Cash surrender value of life insurance policies (1) | | — | | | 1,358 | | | 1,358 | |
| Total | | $ | 1,105 | | | $ | 1,358 | | | $ | 2,463 | |
| Financial Liabilities | | | | | | |
Non-qualified compensation plans (2) | | $ | — | | | $ | 2,910 | | | $ | 2,910 | |
| Total | | $ | — | | | $ | 2,910 | | | $ | 2,910 | |
(1)The Company maintains two non-qualified compensation plans which include 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 life insurance policies, which are valued at their cash surrender value.
(2)Plan liabilities are equal to the individual participants' account balances and other earned retirement benefits.
F. Long-term Debt and Other Credit Arrangements
At April 30, 2023, advances of $3.5 million were outstanding under the Company's Revolving Credit Facility. Amounts available under the Revolving Credit Facility were $10.3 million at April 30, 2023. The borrowing rate under the Revolving Credit Facility was 9.02% as of April 30, 2023. The Company's International subsidiaries had a balance outstanding at April 30, 2023 of $39,000 in short-term borrowings related to overdraft protection and short-term loan arrangements. At April 30, 2023, the Company was in compliance with all of the financial covenants under its Revolving Credit Facility.
At January 31, 2024, advances of $3.0 million were outstanding under the Revolving Credit Facility, with remaining borrowing capacity under the Revolving Credit Facility of $9.3 million. The borrowing rate under the Revolving Credit Facility was 9.57% as of January 31, 2024. In addition, the Company's International subsidiaries had a balance outstanding of $184,000 in short-term borrowings related to overdraft protection and short-term loan arrangements at January 31, 2024. The Company was in compliance with all of the financial covenants under its Revolving Credit Facility as of January 31, 2024.
G. Sale-Leaseback Financing Transaction
On December 22, 2021, the Company entered into an Agreement for Purchase and Sale of Real Property with CAI Investments Sub-Series 100 LLC, a Nevada limited liability company (the "Buyer"), for the Company’s headquarters and manufacturing facilities located at 2700 West Front Street in Statesville, North Carolina (the "Sale Agreement").
The Sale Agreement was finalized on March 24, 2022 and coincided with the Company and CAI Investments Medical Products I Master Lessee LLC ("Lessor") entering into a lease agreement. The lease arrangement is for a 20-year term, with four renewal options of five years each. Under the terms of the lease agreement, the Company’s initial basic rent is approximately $158,000 per month, with annual increases of approximately 2% each year of the initial term.
The Company accounted for the Sale-Leaseback Arrangement as a financing transaction as the lease agreement was determined to be a finance lease due to the significance of the present value of the lease payments, using a discount rate of 4.75% to reflect
the Company’s incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date. In measuring the lease payments for the present value analysis, the Company elected the practical expedient to combine the lease component (the leased facilities) with the non-lease component (property management provided by the Buyer/Lessor) into a single lease component.
The presence of a finance lease indicates that control of the property has not transferred to the Buyer/Lessor and, as such, the transaction was deemed a failed sale-leaseback and accounted for as a financing arrangement. As a result of this determination, the Company is viewed as having received the sale proceeds from the Buyer/Lessor in the form of a hypothetical loan collateralized by its leased facilities. The hypothetical loan is payable as principal and interest in the form of “lease payments” to the Buyer/Lessor. As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends. No gain or loss was recognized under GAAP related to the Sale-Leaseback Arrangement.
As of January 31, 2024, the carrying value of the financing liability was $28,298,000, net of $663,000 in debt issuance costs, of which $695,000 was classified as current on the Consolidated Balance Sheet with $27,603,000 classified as long-term. As of April 30, 2023, the carrying value of the financing liability was $28,774,000, net of $708,000 in debt issuance costs, of which $642,000 was classified as current on the Consolidated Balance Sheet with $28,132,000 classified as long-term. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. Interest expense associated with the financing arrangement was $321,000 and $329,000 for the three months ended January 31, 2024 and January 31, 2023, respectively. Interest expense associated with the financing arrangement was $968,000 and $990,000 for the nine months ended January 31, 2024 and January 31, 2023, respectively.
The Company will depreciate the building down to zero over the 20-year assumed economic life of the Property so that at the end of the lease term, the remaining carrying amount of the financing liability will equal the carrying amount of the land of $41,000.
Remaining future cash payments related to the financing liability as of January 31, 2024 are as follows:
| | | | | | | | |
| ($ in thousands) | | |
| Remainder of 2024 | | $ | 485 | |
| 2025 | | 1,970 | |
| 2026 | | 2,009 | |
| 2027 | | 2,050 | |
| 2028 | | 2,090 | |
| Thereafter | | 33,867 | |
| Total Minimum Liability Payments | | 42,471 | |
| Imputed Interest | | (14,173) | |
| Total | | $ | 28,298 | |
H. Leases
The Company recognizes lease assets and lease liabilities reflecting the rights and obligations created by operating type leases for real estate and equipment in both the U.S. and internationally and financing leases for vehicles and IT equipment in the U.S. At January 31, 2024 and April 30, 2023, right-of-use assets totaled $7,827,000 and $9,170,000, respectively. Operating cash paid to settle lease liabilities was $1,930,000 and $1,652,000 for the nine months ended January 31, 2024 and January 31, 2023, respectively. The Company's leases have remaining lease terms of up to 8 years. In addition, some of the leases may include options to extend the leases for up to 5 years or options to terminate the leases within 1 year. Operating lease expenses were $862,000 and $2,576,000 for the three and nine months ended January 31, 2024, inclusive of period cost for short-term leases, not included in lease liabilities, of $214,000 and $646,000. Operating lease expenses were $825,000 and $2,528,000 for the three and nine months ended January 31, 2023, inclusive of period cost for short-term leases, not included in lease liabilities, of $199,000 and $876,000.
At January 31, 2024, the weighted average remaining lease term for the capitalized operating leases was 4.5 years and the weighted average discount rate was 5.1%. For the financing leases, the weighted average remaining lease term was 4.7 years and the weighted average discount rate was 8.3%. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of those lease payments. The Company uses the implicit rate when readily determinable.
Future minimum lease payments under non-cancelable leases as of January 31, 2024 were as follows:
| | | | | | | | | | | | | | |
| | Operating | | Financing |
| | | | |
| Remainder of fiscal 2024 | | $ | 648 | | | $ | 18 | |
| 2025 | | 2,288 | | | 131 | |
| 2026 | | 1,934 | | | 112 | |
| 2027 | | 1,656 | | | 40 | |
| 2028 | | 1,121 | | | 40 | |
| Thereafter | | 1,371 | | | 95 | |
| Total Minimum Lease Payments | | 9,018 | | | 436 | |
| Imputed Interest | | (1,221) | | | (79) | |
| Total | | $ | 7,797 | | | $ | 357 | |
In November 2023, the Company entered into a new lease that has not yet commenced as of January 31, 2024 with future minimum lease payments in aggregate of $681,000 that are not yet reflected on the Condensed Consolidated Balance Sheet. This lease is expected to commence in the second quarter of fiscal year 2025 with a lease term of 3 years.
I. Stockholders' Equity
Common Stock
The Company is authorized to issue 5,000,000 shares of Common Stock, par value of $2.50 per share. Holders of the Company's Common Stock are entitled to one vote per share. As of January 31, 2024 and April 30, 2023, there were approximately 2,875,000 and 2,830,000 shares, respectively, of Common Stock issued and outstanding. The Company has not declared or paid any dividends with respect to its Common Stock during the three and nine months ended January 31, 2024. The declaration and payment of any future dividends is at the discretion of the Board of Directors and will depend upon many factors, including the Company's earnings, capital requirements, investment and growth strategies, financial conditions, the terms of the Company's indebtedness, which contains provisions that could limit the payment of dividends in certain circumstances, and other factors that the Board of Directors may deem to be relevant.
Share Repurchase Program
On August 31, 2023, the Board of Directors of the Company adopted a share repurchase program with authorization to repurchase up to 100,000 shares. There is no expiration date and currently, management has no plans to terminate this program. For the three months ended January 31, 2024, the Company repurchased 27,033 shares of the Company's common stock for approximately $745,000, excluding other costs such as broker commissions and fees. For the nine months ended January 31, 2024, the Company repurchased 29,456 shares of the Company's common stock for approximately $788,000, excluding other costs such as broker commissions and fees. As of January 31, 2024, the total remaining purchase authorization was 70,544 shares.
J. Earnings Per Share
Basic earnings per share is based on the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the assumed exercise of outstanding options and the conversion of restricted stock units ("RSUs") under the Company's various stock compensation plans, except when RSUs and options have an antidilutive effect. There were 15,000 and 31,500 antidilutive RSUs and options outstanding at January 31, 2024 and January 31, 2023, respectively. The following is a reconciliation of basic to diluted weighted average common shares outstanding (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| January 31, 2024 | | January 31, 2023 | | January 31, 2024 | | January 31, 2023 |
| Basic | 2,893 | | | 2,830 | | | 2,885 | | | 2,822 | |
| Dilutive effect of stock options and RSUs | 72 | | | 81 | | | 42 | | | — | |
| Weighted average common shares outstanding - diluted | 2,965 | | | 2,911 | | | 2,927 | | | 2,822 | |
K. Stock Options and Stock-based Compensation
The Company recognizes compensation costs related to stock options and other stock awards granted by the Company as operating expenses over their vesting period.
In June 2023, the Company granted 87,220 RSUs under the 2017 Omnibus Incentive Plan ("2017 Plan"). These RSUs include both a service and a performance component, vesting over a three-year period. The recognized expense is based upon the vesting period for service criteria and estimated attainment of the performance criteria at the end of the three-year period, based on the ratio of cumulative days of service to total days over the three-year period. The Company recorded stock-based compensation expense of $241,000 and $655,000 during the three and nine months ended January 31, 2024 with the remaining estimated stock-based compensation expense of $1,550,000 to be recorded over the remaining vesting periods. The Company recorded stock-based compensation expense of $332,000 and $658,000 during the three and nine months ended January 31, 2023.
In August 2023, the stockholders approved the 2023 Omnibus Incentive Plan ("2023 Plan"), which enables the Company to grant equity-based awards, with potential recipients including directors, consultants, and employees. This plan replaces the 2017 Plan. No new awards will be granted under the prior plans. All outstanding options granted under the prior plans remain subject to, and will be settled upon exercise under, the prior plans. At the date of approval of the 2023 Plan, there were 64,633 shares available for issuance under the prior plan. These shares and any outstanding awards that subsequently cease to be subject to such awards are available under the 2023 Plan. The 2023 Plan also increased the total number of shares reserved for issuance under the Company's equity compensation plans by 310,000, for a total of 374,633 shares reserved for issuance under the 2023 Plan. The Company did not issue any RSUs under the 2023 Plan during the three months ended January 31, 2024.
Directors' fees paid with shares of common stock in lieu of cash in accordance with Director compensation guidelines were $10,000 and $41,000 for the nine month periods ended January 31, 2024 and January 31, 2023, respectively, and were also included in the stock-based compensation on the Condensed Consolidated Statements of Cash Flows.
L. Income Taxes
Income tax expense of $982,000 and $3,894,000 was recorded for the three and nine months ended January 31, 2024, respectively. Income tax expense of $962,000 and $1,911,000 was recorded for the three and nine months ended January 31, 2023, respectively. The effective tax rate was 27.9% and 33.1% for the three and nine months ended January 31, 2024, respectively. The effective tax rate for the current three and nine month periods reflects the impact of foreign operations which are taxed at different rates than the U.S. tax rate of 21%, combined with expected current year tax expense for the Company's domestic operations and estimated increases in the domestic valuation allowance required for the fiscal year. In addition, the income tax expense recorded for the nine months ended January 31, 2024 was unfavorably impacted by additional tax expense of $387,000 related to India tax matters. This one-time expense is related to management's decision to discontinue management fees, citing challenges associated with the Indian tax authority and cost benefit analysis. The effective tax rate was 46.7% and 87.8% for the three and nine months ended January 31, 2023, respectively. The higher effective tax rates for the prior year periods were primarily due to the inclusion of a valuation allowance against deferred tax assets, which led to the nullification of any U.S. income tax benefit for pre-tax losses incurred in the corresponding periods.
In August 2019, the Company revoked its indefinite reinvestment of foreign unremitted earnings position in compliance with ASC 740 "Income Taxes" and terminated its indefinite reinvestment of unremitted earnings assertion for the Singapore and Kewaunee Labway India Pvt. Ltd. international subsidiaries. The Company has a deferred tax liability of $1,506,000 and $1,318,000 for the withholding tax related to Kewaunee Labway India Pvt. Ltd. as of January 31, 2024 and April 30, 2023, respectively.
M. Defined Benefit Pension Plans
The Company has non-contributory defined benefit pension plans covering substantially all domestic 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. There were no Company contributions paid to the plans for the three and nine months ended January 31, 2024 and January 31, 2023. The Company assumed an expected long-term rate of return of 7.75% for the periods ended January 31, 2024 and January 31, 2023.
Pension expense consisted of the following (in thousands):
| | | | | | | | | | | |
| Three Months Ended |
| January 31, 2024 | | January 31, 2023 |
| Service cost | $ | — | | | $ | — | |
| Interest cost | 223 | | | 211 | |
| Expected return on plan assets | (328) | | | (350) | |
| Recognition of net loss | 146 | | | 157 | |
| Net periodic pension expense | $ | 41 | | | $ | 18 | |
| | | | | | | | | | | |
| Nine Months Ended |
| January 31, 2024 | | January 31, 2023 |
| Service cost | $ | — | | | $ | — | |
| Interest cost | 670 | | | 633 | |
| Expected return on plan assets | (984) | | | (1,051) | |
| Recognition of net loss | 436 | | | 471 | |
| Net periodic pension expense | $ | 122 | | | $ | 53 | |
N. Segment Information
The Company's operations are classified into two business segments: Domestic and International. The Domestic business segment principally designs, manufactures, and installs scientific and technical furniture, including steel and wood laboratory cabinetry, fume hoods, flexible systems, worksurfaces, workstations, workbenches, and computer enclosures. The International business segment, which consists of the Company's foreign subsidiaries, provides 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 tables provide financial information by business segment and unallocated corporate expenses for the periods ended January 31, 2024 and 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Domestic
Operations | | International
Operations | | Corporate /
Eliminations | | Total |
| Three Months Ended January 31, 2024 | | | | | | | |
| Revenues from external customers | $ | 31,774 | | | $ | 15,004 | | | $ | — | | | $ | 46,778 | |
| Intersegment revenues | 84 | | | 1,412 | | | (1,496) | | | — | |
| Earnings (loss) before income taxes | 2,852 | | | 1,732 | | | (1,069) | | | 3,515 | |
| | | | | | | |
| Three Months Ended January 31, 2023 | | | | | | | |
| Revenues from external customers | $ | 36,134 | | | $ | 24,687 | | | $ | — | | | $ | 60,821 | |
| Intersegment revenues | 52 | | | 3,458 | | | (3,510) | | | — | |
| Earnings (loss) before income taxes | 417 | | | 2,787 | | | (1,144) | | | 2,060 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Domestic
Operations | | International
Operations | | Corporate /
Eliminations | | Total |
| Nine Months Ended January 31, 2024 | | | | | | | |
| Revenues from external customers | $ | 101,379 | | | $ | 45,674 | | | $ | — | | | $ | 147,053 | |
| Intersegment revenues | 509 | | | 3,228 | | | (3,737) | | | — | |
| Earnings (loss) before income taxes | 10,762 | | | 4,326 | | | (3,316) | | | 11,772 | |
| | | | | | | |
| Nine Months Ended January 31, 2023 | | | | | | | |
| Revenues from external customers | $ | 111,593 | | | $ | 53,915 | | | $ | — | | | $ | 165,508 | |
| Intersegment revenues | 1,498 | | | 8,414 | | | (9,912) | | | — | |
| Earnings (loss) before income taxes | 1,006 | | | 5,737 | | | (4,567) | | | 2,176 | |
O. New Accounting Standards
In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which replaces the current incurred loss method used for determining credit losses on financial assets, including trade receivables, with an expected credit loss method. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company adopted this standard effective May 1, 2023. The adoption of this standard did not have a significant impact on the Company's consolidated financial position or results of operations.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures," which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will adopt this standard in fiscal year 2025. 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 December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements for Income Tax Disclosures," which requires public business entities to, on an annual basis, (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This ASU also provides for additional disclosure requirements to provide clarity for investors related to income tax disclosures. This guidance is effective for annual periods beginning after December 15, 2024. The Company will adopt this standard in fiscal year 2026. 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.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The Company's 2023 Annual Report to Stockholders on Form 10-K contains management's discussion and analysis of the Company's financial condition and results of operations as of and for the fiscal year ended April 30, 2023. The following discussion and analysis describes material changes in the Company's financial condition since April 30, 2023. The analysis of results of operations compares the three and nine months ended January 31, 2024 with the comparable periods of the prior year. Results of Operations
Sales for the quarter were $46,778,000, a decrease from sales of $60,821,000 in the comparable period of the prior year. Domestic sales for the quarter were $31,774,000, down 12.1% from sales of $36,134,000 in the comparable period of the prior year. The decrease in Domestic sales was predominantly related to the reduction in non-product revenue related to the Company's decision to stop selling directly to end users. This revenue typically includes freight, installation services and buyouts. International sales for the quarter were $15,004,000, down 39.2% when compared to sales of $24,687,000 in the comparable period of the prior year. International sales decreased when compared to the prior year period due to the delivery of several large projects in the comparable prior year period that were booked in earlier fiscal years.
Sales for the nine months ended January 31, 2024 were $147,053,000, a decrease from sales of $165,508,000 in the comparable period of the prior year. Domestic sales for the period were $101,379,000, down 9.2% from sales of $111,593,000 in the comparable period of the prior year. The decrease in Domestic sales was predominantly related to the reduction in non-product revenue related to the Company's decision to stop selling directly to end users. This revenue typically includes freight, installation services and buyouts. International sales for the period were $45,674,000, down 15.3% from sales of $53,915,000 in the comparable period of the prior year. International sales decreased when compared to the prior year period due to the delivery of several large projects in the comparable prior year period that were booked in earlier fiscal years.
The Company's order backlog was $152.3 million at January 31, 2024, as compared to $153.2 million at January 31, 2023, and $147.9 million at April 30, 2023.
The gross profit margin for the three months ended January 31, 2024 was 25.7% of sales, as compared to 17.0% of sales in the comparable quarter of the prior year. The gross profit margin for the nine months ended January 31, 2024 was 25.4% of sales, as compared to 15.2% of sales in the comparable prior year period. The increase in gross profit margin percentage for the three and nine months ended January 31, 2024 is primarily being generated from Domestic operations. Specifically, the increase is primarily driven by improved manufacturing productivity, cost containment actions, and the pricing of new orders in response to higher raw material input costs when compared to the prior year periods.
Operating expenses for the three months ended January 31, 2024 were $8,223,000, or 17.6% of sales, as compared to $8,026,000, or 13.2% of sales, in the comparable period of the prior year. Operating expenses for the nine months ended
January 31, 2024 were $24,688,000, or 16.8% of sales, as compared to $22,564,000, or 13.6% of sales, in the comparable period of the prior year. The increase in operating expenses for the three months ended January 31, 2024 was primarily due to increases in SG&A wages, benefits, incentive and stock-based compensation of $440,000, corporate governance expenses of $34,000, and depreciation expense of $51,000, partially offset by decreases in international operating expenses of $227,000, consulting and professional fees of $143,000 and bad debt expense of $44,000. The increase in operating expenses for the nine months ended January 31, 2024 was primarily due to increases in SG&A wages, benefits, incentive and stock-based compensation of $1,898,000, corporate governance expenses of $138,000, depreciation expense of $128,000, bad debt expense of $149,000, and increases in international operating expenses of $259,000, partially offset by decreases in consulting and professional fees of $515,000.
Interest expense, net was $411,000 and $1,213,000 for the three and nine months ended January 31, 2024, respectively, as compared to $436,000 and $1,190,000, respectively, for the comparable periods of the prior year. The changes in interest expense were due to changes in the levels of bank borrowings and interest rates.
The effective income tax rate for the three and nine months ended January 31, 2024 was 27.9% and 33.1%, respectively, as compared to 46.7% and 87.8% for the three and nine months ended January 31, 2023, respectively. Income tax expense of $982,000 and $962,000 was recorded for the three months ended January 31, 2024 and 2023, respectively. Income tax expense of $3,894,000 and $1,911,000 was recorded for the nine months ended January 31, 2024 and 2023, respectively. The effective tax rate for the three and nine months ended January 31, 2024 reflects the impact of foreign operations which are taxed at different rates than the U.S. tax rate of 21%, combined with expected current year tax expense for the Company's domestic operations and estimated increases in the domestic valuation allowance required for the fiscal year. In addition, the income tax expense recorded for the nine months ended January 31, 2024 was unfavorably impacted by additional tax expense of $387,000 related to India tax matters. This one-time expense is related to management's decision to discontinue management fees, citing challenges associated with the Indian tax authority and cost benefit analysis. The effective rate for the three and nine months ended January 31, 2023 was influenced by foreign operations taxed at varying rates, as well as the inclusion of a valuation allowance against deferred tax assets, which led to the nullification of any U.S. income tax benefit for pre-tax losses incurred in the corresponding periods. See Note L, Income Taxes, of the Notes to Condensed Consolidated Financial Statements for additional information. Non-controlling interests related to the Company's subsidiaries not 100% owned by the Company decreased net earnings by $12,000 and $151,000 for the three and nine months ended January 31, 2024, respectively, as compared to $375,000 and $532,000, respectively, for the comparable periods of the prior year. The change in the net earnings attributable to the non-controlling interest in the current period was due to changes in earnings (losses) of the subsidiaries in the related period.
Net earnings was $2,521,000, or $0.85 per diluted share, for the three months ended January 31, 2024, compared to net earnings of $723,000, or $0.25 per diluted share, in the prior year period. Net earnings was $7,727,000, or $2.64 per diluted share, for the nine months ended January 31, 2024, as compared to a net loss of $267,000, or $(0.09) per diluted share, in the prior year period.
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-cancellable operating and financing leases. The Company believes that these sources will be sufficient to support ongoing business requirements in the current fiscal year, including capital expenditures.
The Company had working capital of $54,014,000 at January 31, 2024, compared to $47,867,000 at April 30, 2023. The ratio of current assets to current liabilities was 2.3-to-1.0 at January 31, 2024, compared to 2.2-to-1.0 at April 30, 2023.
The Company provided cash of $18,419,000 during the nine months ended January 31, 2024, primarily from operations, decreases in accounts receivable of $4.7 million and increases in deferred revenue of $6.2 million, partially offset by decreases in accounts payable and other accrued expenses of $3.8 million. During the nine months ended January 31, 2024, the Company used net cash of $3,394,000 in investing activities, all of which was used for capital expenditures. The Company's financing activities used cash of $1,545,000 during the nine months ended January 31, 2024, primarily from a net decrease in borrowings under the Revolving Credit Facility and the purchase of treasury stock during the quarter. See Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds for more details. The Company expects to contribute approximately $750,000 in the aggregate to its non-contributory defined benefit pension plans in 2024. See Note M, Defined Benefit Pension Plans, of the Notes to Condensed Consolidated Financial Statements for additional information on the non-contributory defined benefit pension plans.
Outlook
The Company's ability to predict future demand for its products continues to be limited given its role as subcontractor or supplier to dealers for subcontractors. Demand for the Company's products is also dependent upon the number of laboratory construction projects planned and/or current progress in projects already under construction. The Company's earnings are also impacted by fluctuations in prevailing pricing for projects in the laboratory construction marketplace and costs of raw materials, including steel, wood, and epoxy resin.
The Company is operating more efficiently than in the past due to its ability to focus solely on supporting its dealers and distribution channel partners domestically while continuing to provide turnkey solutions in the international markets it serves. The improved focus of the organization, combined with a strong global management team, a healthy backlog, improved manufacturing capabilities, and end-use markets that continue to prioritize investment in projects that require the products Kewaunee designs and manufactures, positions the Company well.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Certain statements in this document constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All statements other than statements of historical fact included in this Annual Report, including statements regarding the Company's future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "predict," "believe" and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to: competitive and general economic conditions, including disruptions from government mandates, both domestically and internationally, as well as supplier constraints and other supply disruptions; changes in customer demands; technological changes in our operations or in our industry; dependence on customers’ required delivery schedules; risks related to fluctuations in the Company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events. The cautionary statements made pursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to our stockholders' interest. Many important factors that could cause such differences are described under the caption "Risk Factors" in Item 1A in the Company's 2023 Annual Report on Form 10-K and in Item 1A of Part II in this Quarterly Report on Form 10-Q, which you should review carefully. These forward-looking statements speak only as of the date of this document. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Item 3. Quantitative and Qualitative Disclosures About Market Risk
There are no material changes to the disclosures made on this matter in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2023. Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of January 31, 2024. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that, as of January 31, 2024, the Company's disclosure controls and procedures were adequate and effective and designed to ensure that all material information required to be filed in this quarterly report is made known to them by others within the Company and its subsidiaries.
(b) Changes in internal controls
There was no significant change in the Company's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1A. Risk Factors
The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the Company's 2023 Annual Report on Form 10-K under the heading "Risk Factors," any one or more of which could, directly or indirectly, cause the Company's actual financial condition and operating results to vary materially from its past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company's business, financial condition, operating results and stock price. There have been no material changes to the Company's risk factors from those set forth in the Company's Annual Report on Form 10-K for the year ended April 30, 2023 as filed with the SEC on June 30, 2023 beyond those set forth below. We cannot guarantee that our share repurchase program will enhance long-term stockholder value, or that it will successfully mitigate the dilutive effect of employee equity awards.
While our Board of Directors authorized a share repurchase program that does not have an expiration date, the program does not obligate us to acquire any particular amount of Common Stock and it may be terminated at any time. We cannot guarantee that the program will be fully consummated, that it will enhance long-term stockholder value, or that it will successfully mitigate the dilutive effect of employee equity awards. Any repurchases will reduce the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or business opportunities, and other general corporate requirements. In addition, the program could affect the trading price of our Common Stock and increase volatility, and any announcement of a termination of this program may result in a decrease in the trading price of our Common Stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The Company's share repurchase program was adopted on August 31, 2023. The following table summarizes share repurchase activity for the three months ended January 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Number of Shares Purchased (1) | | Average Price Paid Per Share (2) | | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) | | Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| November 1 - 30 | 101 | | | $ | 18.35 | | | 101 | | | 97,476 | |
| December 1 - 31 | 13,779 | | | $ | 25.98 | | | 13,779 | | | 83,697 | |
| January 1 - 31 | 13,153 | | | $ | 29.25 | | | 13,153 | | | 70,544 | |
| 27,033 | | | | | 27,033 | | | |
(1)On August 31, 2023, the Board of Directors of Kewaunee Scientific Corporation (the "Company") adopted a share repurchase program with authorization to repurchase up to 100,000 shares of our Company's common stock, which commenced on September 1, 2023 and has no expiration date. The share repurchase program is designed to help offset the impact of future share dilution from employee stock issuances. The timing and amount of any repurchases under this program will be determined by the Company's management at its discretion based upon its ongoing assessments of the capital needs of the business, the market price of the Company's common stock and general market conditions. Share repurchases under this program may be made through a variety of methods including open-market purchases, block trades, exchange transactions or any combination thereof. The program does not obligate the Company to acquire any particular amount of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company's discretion.
(2)Excludes other costs such as broker commissions and fees.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
Transactions in the Company's securities by its directors or executive officers are required to be made in accordance with its Insider Trading Policy, which, among other things, requires that the transaction be in accordance with applicable U.S. federal securities laws that prohibit trading while in the possession of material nonpublic information. Rule 10b5-1 under the Securities Exchange Act of 1934 provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.
During the three months ended January 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
Item 6. Exhibits
| | | | | | | | | | | |
| 10.1 | | | |
| 31.1 | | | |
| 31.2 | | | |
| 32.1 | | | |
| 32.2 | | | |
| 101.INS | | Inline XBRL Instance Document | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
SIGNATURE
Pursuant to the requirements 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
(Registrant) |
| | |
| Date: March 8, 2024 | | By | /s/ Donald T. Gardner III |
| | | Donald T. Gardner III |
| | | (As duly authorized officer and Vice President, Finance and Chief Financial Officer) |
