UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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| X | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the quarterly period ended January 31, 2000
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|_____| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to _____________
Commission file number 0-5286
KEWAUNEE SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0715562
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
2700 West Front Street
Statesville, North Carolina 28677
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(Address of principal executive offices) (Zip Code)
(704) 873-7202
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of March 10, 2000, the Registrant had outstanding 2,465,871 shares of Common
Stock.
Pages: This report, excluding exhibits, contains 15 pages numbered
sequentially from this cover page.
KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2000
Page
Number
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed Statements of Operations -
Three months and nine months
ended January 31, 2000 and 1999 3
Condensed Balance Sheets - January 31, 2000
and April 30, 1999 4
Condensed Statements of Cash Flows -
Nine months ended January 31, 2000 and 1999 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Review by Independent Accountants 12
Report by Independent Accountants 13
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
Part 1. Financial Information
Item 1. Financial Statements
Kewaunee Scientific Corporation
Condensed Statements of Operations
(UNAUDITED)
Three months ended Nine Months ended
January 31 January 31
---------- ----------
2000 1999 2000 1999
---- ---- ---- ----
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales $ 16,945 $ 18,404 $ 56,561 $ 57,281
Cost of products sold 12,768 14,302 43,408 44,733
-------- -------- -------- --------
Gross profit 4,177 4,102 13,153 12,548
Operating expenses 3,070 3,000 9,522 9,108
-------- -------- -------- --------
Operating earnings 1,107 1,102 3,631 3,440
Interest expense (32) (37) (123) (63)
Other income (expense), net 24 (5) 266 (33)
-------- -------- -------- --------
Earnings before income taxes 1,099 1,060 3,774 3,344
Income tax expense 220 425 1,250 1,338
-------- -------- -------- --------
Net earnings $ 879 $ 635 $ 2,524 $ 2,006
======== ======== ======== ========
Net earnings per share-
Basic $ 0.36 $ 0.26 $ 1.03 $ 0.83
Diluted 0.35 0.26 1.02 0.81
Average number of common shares
outstanding (in thousands)-
Basic 2,464 2,436 2,453 2,431
Diluted 2,482 2,467 2,475 2,464
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.
3
Kewaunee Scientific Corporation
Condensed Balance Sheets
($ IN THOUSANDS)
January 31 April 30
2000 1999
----------- --------
(Unaudited)
ASSETS
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Current assets:
Cash and cash equivalents $ 8 $ 8
Receivables 14,731 17,231
Inventories 3,498 2,940
Deferred income taxes 1,026 1,026
Prepaid expenses and other current assets 518 626
-------- --------
Total current assets 19,781 21,831
-------- --------
Property, plant and equipment, at cost 32,931 30,302
Accumulated depreciation (19,632) (18,177)
-------- --------
Net property, plant and equipment 13,299 12,125
-------- --------
Other assets 2,329 2,079
-------- --------
Total Assets $ 35,409 $ 36,035
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Short-term borrowings $ 458 $ 939
Accounts payable 4,776 6,566
Employee compensation and amounts 1,643 1,973
withheld
Other current liabilities 1,998 2,194
-------- --------
Total current liabilities 8,875 11,672
-------- --------
Deferred income taxes 1,074 1,074
Accrued employee benefit plan costs 1,257 1,257
Total Liabilities 11,206 14,003
-------- --------
Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 83 148
Retained earnings 18,487 16,429
Common stock in treasury, at cost (917) (1,095)
-------- --------
Total stockholders' equity 24,203 22,032
-------- --------
Total Liabilities and Stockholders' Equity 35,409 36,035
======== ========
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.
4
Kewaunee Scientific Corporation
Condensed Statements of Cash Flows
(Unaudited)
($ IN THOUSANDS)
Nine months ended
January 31
----------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 2,524 $ 2,006
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,496 1,262
Provision for bad debts 72 107
(Increase) decrease in receivables 2,428 (2,744)
(Increase) decrease in inventories (558) 130
Decrease in accounts payable and
other current liabilities (2,316) (959)
Other, net (143) (245)
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Net cash provided by (used in) operating activities 3,503 (443)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,670) (2,969)
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Net cash used in investing activities (2,670) (2,969)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term (481) 2,422
borrowings
Dividends paid (466) (389)
Proceeds from exercise of stock options 114 70
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Net cash provided by (used in) financing activities (833) 2,103
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 0 (1,309)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8 1,809
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8 $ 500
======= =======
SUPPLEMENTAL DISCLOSURE:
Interest paid $ 134 $ 49
Income taxes paid $ 739 $ 1,732
SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.
5
Kewaunee Scientific Corporation
Notes to Condensed Financial Statements
(unaudited)
A. Financial Information
- -------------------------
The unaudited interim condensed financial statements of Kewaunee Scientific
Corporation (the "Company" or "Kewaunee") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (the
"Commission"). Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. These interim
condensed financial statements should be read in conjunction with the financial
statements and notes included in the Company's 1999 Annual Report to
Stockholders.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates
and assumptions that affect reported amounts and disclosures. Actual results
could differ from those estimates.
In the opinion of management, the interim condensed financial statements reflect
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the interim periods. The results of operations for the
interim periods are not necessarily indicative of the results of operations to
be expected for the full year.
B. Inventories
- ---------------
Inventories consisted of the following (in thousands):
Jan. 31, 2000 April 30,1999
------------- -------------
Finished products $ 575 $ 594
Work in process 968 911
Raw materials 1,955 1,435
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$3,498 $2,940
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C. Balance Sheet
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The Company's April 30, 1999 condensed balance sheet as presented herein is
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles.
6
D. Segment Information
- ----------------------------
The following table shows net sales and profits by business segment for three
months and nine months ended January 31, 2000 and 1999.
Laboratory Technical
Products Products Corporate Total
---------- --------- --------- -----
Three months ended
January 31, 2000
- ------------------
Revenues from
external customers $14,926 $ 2,019 $-- $16,945
Intersegment revenues -- 85 (85) --
Segment profit 1,204 194 (299) 1,099
Three months ended
January 31, 1999
- ------------------
Revenues from
external customers $15,826 $ 2,578 $-- $18,404
Intersegment revenues -- 90 (90) --
Segment profit 1,142 111 (193) 1,060
Nine months ended
January 31, 2000
- -----------------
Revenues from
external customers $47,349 $ 9,212 $-- $56,561
Intersegment revenues -- 262 (262) --
Segment profit 3,286 810 (322) 3,774
Nine months ended
January 31, 1999
- -----------------
Revenues from
external customers $50,168 $ 7,113 $-- $57,281
Intersegment revenues -- 366 (366) --
Segment profit 3,224 421 (301) 3,344
7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
The Company's 1999 Annual Report to Stockholders contains management's
discussion and analysis of financial condition and results of operations at and
for the year ended April 30, 1999. The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
1999. The analysis of results of operations compares the three months and nine
months ended January 31, 2000 with the comparable periods of the prior fiscal
year.
Results of Operations
- ---------------------
The Company recorded sales of $16.9 million for the three months ended January
31, 2000, down 7.9% from sales of $18.4 million for the comparable period of the
prior year. Sales for the nine months ended January 31, 2000 were $56.6 million,
down 1.3% from sales of $57.3 million in the comparable period of the prior
year.
The lower sales for the quarter reflect a softer industrial research market for
laboratory products, as well as the impact of customer delays in placing orders
for technical furniture products until after the beginning of the calendar year
due to Y2K concerns. The softer industrial research market was also the primary
factor in the lower sales for the nine months ended January 31, 2000.
The gross profit margin for the quarter ended January 31, 2000 was 24.7% of
sales, as compared to 22.3% of sales in the comparable quarter of the prior
year. The gross profit margin for the nine months ended January 31, 2000 was
23.3%, as compared to 21.9% in the comparable period of the prior year. The
increase in the gross profit margins for the quarter was a result of improved
manufacturing efficiencies and reduced manufacturing costs provided by the
Company's capital investments at its Statesville location.
Operating expenses for the quarter ended January 31, 2000 were $3.1 million, or
18.1% of sales, as compared to $3.0 million, or 16.3% of sales, in the
comparable quarter of the prior year. Operating expenses for the nine months
ended January 31, 2000 were $9.5 million, or 16.8% of sales, as compared to $9.1
million, or 15.9% of sales, in the comparable period of the prior year. The
increase in operating expenses for the quarter and nine months was primarily
attributable to increased compensation and other employee costs.
8
Operating earnings of $1.1 million and $3.6 million were recorded for the three
months and nine months ended January 31, 2000, respectively. This compares to
operating earnings of $1.1 million and $3.4 million for the comparable periods
of the prior year.
Interest expense was $32,000 and $123,000 for the three months and nine months
ended January 31, 2000, respectively, compared to $37,000 and $63,000 for the
comparable periods of the prior year. The increase in interest expense in the
current year resulted primarily from higher levels of debt under the Company's
revolving credit facility.
Other income was $24,000 and $266,000 for the three months and nine months ended
January 31, 2000, respectively, compared to other expenses of $5,000 and $33,000
for the comparable periods of the prior year. Other income of $19,000 and
$244,000 for the three months and nine months of the current year, respectively,
was recorded resulting from collections associated with litigation settlements
with certain suppliers for overcharges in earlier years. No significant
additional collections are expected in this matter.
Income tax expense of $220,000 and $1,250,000 was recorded for the three months
and nine months ended January 31, 2000, respectively, as compared to income tax
expense of $425,000 and $1,338,000 recorded for the comparable periods of the
prior year. The effective tax rate was approximately 20% for the three months
ended January 31, 2000 and 33.1% for the nine months ended January 31, 2000. The
effective tax rate was 40% for the three and nine months ended January 31, 1999.
The lower effective tax rate for the current quarter is a result of tax credits
available due to the Company's increased research and development expenditures
and increased purchases of new manufacturing machinery at the Statesville
location. The Company is continuing to quantify earned tax credits, and
anticipates that additional credits will favorably affect the Company's
effective tax rate for the fourth quarter of the current year, with a return to
a normal tax rate thereafter.
Net earnings of $879,000 and $2.5 million, or $.35 per diluted share and $1.02
per diluted share, were recorded for the three months and nine months ended
January 31, 2000, respectively. This compares to net earnings of $635,000 and
$2.0 million, or $.26 per diluted share and $.81 per diluted share,
respectively, for the comparable periods of the prior year.
9
Liquidity and Capital Resources
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Historically, the Company's principal sources of liquidity have been funds
generated from operations, supplemented as needed by short-term borrowings. The
Company believes that these sources will be sufficient to support ongoing
business levels, including capital expenditures through the current fiscal year.
The Company had working capital of $10.9 million at January 31, 2000, as
compared to $10.2 million at April 30, 1999. The ratio of current assets to
current liabilities was 2.23-to-1 at January 31, 2000, as compared to 1.87-to-1
at April 30, 1999. At January 31, 2000, advances of $458,000 were outstanding
under the Company's revolving credit facility, as compared to advances of
$939,000 outstanding at April 30, 1999. No advances were outstanding under the
Company's equipment loan component of the credit facility at January 31, 2000 or
April 30, 1999.
The Company's operations provided cash of $3,503,000 during the nine months
ended January 31, 2000, primarily from operating earnings and a reduction in
accounts receivable, partially offset by a decrease in accounts payable. The
Company's operations used cash of $443,000 during the nine months ended January
31, 1999, primarily to support increases in customer receivables and reductions
in accounts payable and other current liabilities.
During the nine months ended January 31, 2000, the Company used cash of
$2,670,000 for capital expenditures, primarily production equipment, compared to
the use of $2,969,000 for capital expenditures in the comparable period of the
prior year.
Year 2000
- ---------
As of the date of this Form 10-Q, the Company believes it has resolved the
potential impact of the year 2000 issue on its processing of date-sensitive
information in its operation and control systems. The Company, to date, has not
experienced any negative effects due to Y2K problems, either internally or with
its customers or vendors. The Company's expenditures related to Y2K compliance
have been less than $100,000, and substantially all of these expenditures were
expensed in fiscal year 2000.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
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Certain statements in this report constitute "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could significantly impact results or
10
achievements expressed or implied by such forward-looking statements. These
factors include, but are not limited to, economic, competitive, governmental,
and technological factors affecting the Company's operations, markets, products,
services, and prices. The cautionary statements made pursuant to the Reform Act
herein and elsewhere by the Company should not be construed as exhaustive or as
any admission regarding the adequacy of disclosures made by the Company prior to
the effective date of the Reform Act. The Company cannot always predict what
factors would cause actual results to differ materially from those indicated by
the forward-looking statements. In addition, readers are urged to consider
statements that include the terms "believes", "belief", "expects", "plans",
"objectives", "anticipates", "intends" or the like to be uncertain and
forward-looking.
11
REVIEW BY INDEPENDENT ACCOUNTANTS
A review of the interim financial information included in this Quarterly Report
on Form 10-Q for the three months and nine months ended January 31, 2000 has
been performed by PricewaterhouseCoopers LLP, the Company's independent
accountants. Their report on the interim financial information follows.
12
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Kewaunee Scientific Corporation
Statesville, North Carolina
We have reviewed the accompanying condensed balance sheet of Kewaunee Scientific
Corporation as of January 31, 2000, and the related statements of operations for
each of the three-month and nine-month periods ended January 31, 2000 and 1999
and the statements of cash flows for the nine-month periods ended January 31,
2000 and 1999. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the balance sheet as of April 30, 1999 and the related statements of operations,
of stockholders' equity, and of cash flows for the year then ended (not
presented herein), and in our report dated June 3, 1999 we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of April
30, 1999, is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 11, 2000
13
PART II. OTHER INFORMATION
Item 5. Other Information
William A. Shumaker, President and Chief Operating Officer of the
Company, was elected a director of the Company on February 23,
2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.38 Agreement dated as of November 12, 1999
between William A. Shumaker and the Registrant.
10.39 Agreement dated as of November 12, 1999
between D. Michael Parker and the Registrant.
10.40 Agreement dated as of November 12, 1999 between
James J. Rossi and the Registrant.
10.41 Agreement dated as of January 20, 2000 between
Kurt P. Rindoks and the Registrant.
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Commission
during the three months ended January 31, 2000.
14
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEWAUNEE SCIENTIFIC CORPORATION
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(Registrant)
Date: March 13, 2000 By /s/ D. Michael Parker
--------------------------------
D. Michael Parker
Vice President of Finance
Chief Financial Officer
15