2003 ANNUAL REPORT
Providing
quality
laboratory
and
technical
furniture
products
to
customers
worldwide
[LOGO OF KEWAUNEE(R) SCIENTIFIC CORPORATION]
CORPORATE PROFILE
Kewaunee Scientific Corporation is a
recognized leader in the design,
manufacture, and installation of laboratory
and technical furniture. The Company's
corporate headquarters and manufacturing
facilities are located in Statesville,
North Carolina.
The Company produces laboratory
furniture,including both steel and wood
cabinetry, fume hoods, flexible systems,
and worksurfaces.
The Company also produces technical
furniture for the high-tech industry,
including steel cabinetry, workstations,
workbenches, computer enclosures, and
network storage systems.
TABLE OF CONTENTS
2 Letter to Stockholders
4 Marketing and Operations Strategies
8 Forward-Looking Statement Disclosure
8 Management's Discussion and Analysis
12 Consolidated Financial Statements and Notes
25 Reports of Independent Accountants and Management
26 Summary of Selected Financial Data
27 Quarterly Financial Data
28 Corporate Information
FINANCIAL HIGHLIGHTS
KEWAUNEE SCIENTIFIC CORPORATION
$ in thousands, except per share amounts 2003 2002
- -------------------------------------------------------------------------
OPERATING DATA:
Net sales $ 71,163 $ 84,849
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Earnings (loss) before income taxes $ (891) $ 2,693
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Net earnings (loss) $ (342)* $ 1,900
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Net earnings (loss) per diluted share $ (0.14)* $ 0.77
- -------------------------------------------------------------------------
Cash dividends per share $ 0.28 $ 0.28
=========================================================================
YEAR-END DATA:
Cash and cash equivalents $ 520 $ 1,747
- -------------------------------------------------------------------------
Net working capital $ 11,658 $ 14,817
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Total borrowings/long-term debt $ 3,346 $ 2,611
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Stockholders' equity $ 25,938 $ 26,912
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Book value per share $ 10.46 $ 10.90
- -------------------------------------------------------------------------
Closing market price per share $ 8.37 $ 10.60
=========================================================================
* Excluding non-recurring costs, net earnings in fiscal year 2003 were
$567,000, or $.23 per diluted share. See Management's Discussion and
Analysis in this Annual Report for a further discussion of the financial
results of the Company, including information regarding non-recurring
costs.
1
LETTER TO STOCKHOLDERS
Fiscal year 2003 provided a number of challenges that adversely affected our
sales and profitability, as well as a number of successes that have Kewaunee
well-positioned for long-term growth and profitability.
Sales for the year were $71.2 million, a decline of 16.1% from fiscal year 2002
sales of $84.8 million. The primary factor in the lower sales was a decline in
the number of traditional mid-sized laboratory projects available in the
marketplace resulting from the weak global economy and uncertainty in the
financial markets. Over the past several years, projects of this size have been
an important part of our business. Such products are usually shipped within a
relatively short time, so almost immediately we began to experience lower than
expected sales. Recognizing the reduced opportunities for these projects, we
increased our focus on securing larger projects, an area of the marketplace
where sales have remained strong.
Capital investments in our factories over the past several years, and
particularly in fiscal year 2003, have significantly reduced our manufacturing
costs, making us more competitive in the marketplace. As a result, we were
successful in winning several large orders during the year, which will begin
shipping in the first quarter of fiscal year 2004. With these large orders, we
ended fiscal year 2003 with a record order backlog of $51.5 million, up 51% over
our order backlog of $34.2 million at April 30, 2002.
We also experienced a decline in sales of our technical products. Realizing the
market for telecommunications and high-tech furniture might not recover for some
time, we made the decision to close and sell our Lockhart, Texas facility and
consolidate all of our operations in Statesville, North Carolina. We completed
this relocation in the fourth quarter. This move has allowed us to reduce
expenses associated with our technical furniture business, while keeping us
positioned to take advantage of improvement in the market as it occurs.
During the year, we continued to invest in our manufacturing operations, with
major projects completed in each of our three Statesville plants. The most
significant project was in our metal furniture plant where we converted to a
state-of-the-art dry powder coating system from a wet paint process. This system
provides a number of benefits, including lower production costs and improved
paint quality. In our wood furniture plant, we upgraded our finishing
capabilities for our products which improved quality and reduced costs. In our
epoxy plant, we converted to the use of a self-contained bulk storage tank for
resin silica. This storage method lowered our raw material and handling costs.
These projects were key in allowing Kewaunee to now be considered an
environmentally-friendly ("green") company. In October, we moved into our new
distribution center near our manufacturing facility in Statesville. This
facility replaced several storage warehouses we rented around the city. The
combination of all of these projects has resulted in significantly lower
manufacturing and shipping costs, as well as improved quality for our products.
Fiscal year 2003 was a busy year for introductions of new laboratory products.
During the year, we continued to address the customers' desire for increased
flexibility and adaptability of today's laboratories, through the introductions
of a utility service distribution system and height-adjustable mobile work
centers. These products allow a laboratory to be reconfigured quickly and
inexpensively as research projects change.
In addition, we introduced two all-new, full overlay steel cabinet styles. The
square-edged and radius-edged designs produce a clean, architecturally-pleasing
look for today's modern laboratory. We also combined our steel and wood
manufacturing expertise to create new styles of cabinetry utilizing wood fronts
on steel cabinet bodies. The result of this pairing is laboratory furniture
which combines the strength of steel with the beauty and texture of wood. We
also introduced a new fume hood for the educational marketplace that provides
multi-sided visibility of the interior work chamber.
Our sales company in Singapore, Kewaunee Labway Asia Pte. Ltd., continues to be
our primary avenue for expanding Kewaunee's presence into the Asian markets.
This modest operation had another successful and profitable year, obtaining
several prestigious projects. We also began operations during the year of a new
subsidiary in Bangalore, India to support our existing sales operation in the
area. We are currently active in the Middle East, China, India, and Southeast
Asia.
2
[PICTURE OF CORPORATE OFFICERS APPEARS HERE]
A net loss of $342,000, or $.14 per diluted share, was reported for fiscal year
2003. This loss included after-tax non-recurring costs of $909,000, or $.37 per
diluted share. The non-recurring costs included $695,000 associated with the
relocation of our technical products business and $214,000 associated with the
replacement of our paint system in Statesville. Excluding these non-recurring
costs, net earnings for the year were $567,000, or $.23 per diluted share. This
compares to net earnings in the previous year of $1.9 million, or $0.77 per
diluted share. See Management's Discussion and Analysis following this letter
for a further discussion of the financial results of the Company, including
information regarding non-recurring costs.
We believe Kewaunee is positioned for significantly improved sales and earnings
in fiscal year 2004. We begin the year with an order backlog of $51.5 million,
up over $17 million from the same time last year. This backlog provides us
positive momentum and a much-improved product mix for our factories. We are now
benefiting from reduced operating costs and are cautiously optimistic that the
marketplace for our laboratory products will continue to improve. We are also
encouraged by a recent modest increase in spending by customers in the high-tech
market.
Regarding the longer term, we remain very optimistic. The marketplace for
laboratory products is expected to remain healthy. Projections indicate a
continuing strong educational construction market, substantial federal increases
in spending for research and development, and increased spending for laboratory
construction by healthcare research institutions and the pharmaceutical
industry. Opportunities in the international marketplace are also providing
increased demand for our laboratory products. Lastly, we believe that long-term
opportunities in the technical furniture market are excellent.
We appreciate the support of all of those who helped us meet the challenges and
achieve our successes of the past year. These include our associates; our
network of agencies and representatives; our national stocking distributor, VWR
International; our customers, and our loyal stockholders.
As we move forward, our priorities remain to provide our stockholders a good
return on their investment, serve our customers with the best quality and
service, and provide our associates with rewarding jobs and opportunities for
advancement. To achieve these goals, we pledge our best efforts.
Sincerely,
/s/ Eli Manchester, Jr. /s/ William A. Shumaker
- ------------------------------- ----------------------------------
Eli Manchester, Jr. William A. Shumaker
Chairman of the Board President, Chief Executive Officer
July 2003
See page 8 of this Annual Report for a discussion of factors that could
significantly impact results or achievements expressed or implied by
forward-looking statements made in this letter.
3
MARKETING AND OPERATIONS STRATEGIES
During fiscal year 2003, the Company implemented a significant number of major
product line enhancements, process improvements, and operational changes. These
accomplishments, together with the many opportunities that exist in our varied
domestic and international markets, have positioned the Company for the future.
Laboratory Products Group
[PICTURES OF COMPANY PRODUCTS APPEAR HERE]
The Laboratory Products Group introduced a number of new products in fiscal year
2003. We expanded our cabinetry, fume hood, and laboratory plumbing and power
distribution offerings. With these additions to our comprehensive product
portfolio, the Company is unmatched in the laboratory furniture industry.
Steel and wood laboratory cabinetry and worksurfaces remain the foundation of
our business. This year, we introduced two full overlay steel cabinet styles.
The square-edged and radius-edged designs produce a clean, architecturally
pleasing look for today's modern facility. We also combined our wood and steel
manufacturing expertise to create new styles of cabinetry utilizing wood fronts
on steel cabinet bodies. The result of this pairing is laboratory furniture that
combines the strength of steel with the beauty and texture of wood.
The newest addition to our comprehensive fume hood line is the TruView teaching
hood. This product is used in the educational marketplace providing multi-sided
visibility of the interior work chamber. Several hoods can be configured to
provide multiple student workstations that offer the instructor direct sight
lines.
Our modular Alpha System has been expanded to incorporate a service distribution
system. The Alpha Service Carrier provides integrated plumbing, power, data, and
accessories. Mounted overhead, along a wall, or under cabinets, the system is
flexible and adaptable for the specific services required.
Elevation tables are also new additions to the Alpha family. These tables are
height-adjustable by hydraulically-operated hand crank or electric motors. The
tables, in conjunction with mobile storage units, combine with structural
islands, wall modules, partition systems, and service carriers to design
workstation laboratories that are highly adaptable to changing requirements.
4
TECHNICAL FURNITURE GROUP
[PICTURES OF COMPANY PRODUCTS APPEAR HERE]
The Technical Furniture Group serves a diverse and rapidly changing high-tech
marketplace. Our standard product offering, coupled with the ability to
customize any configuration to meet a customer's specific requirements, allows
us to readily respond to evolving technologies and markets.
The durability and quality offered by the Sturdilite product line meets the
needs of equipment intensive environments that require a variety of storage
options. Electro-static discharge control options add to the versatility of the
Sturdilite workstations.
Requirements for rapid mobilization or reconfiguration can be satisfied by our
slotted-post workstations and Evolution product line. Evolution provides a
flexible approach to arrange power outlets, cable raceways, storage provisions,
and overhead lighting from workstation to workstation.
Those customers involved in creating and maintaining the rapidly growing data
network infrastructure recognize the power of Kewaunee ingenuity. Our 500 Series
enclosure cabinets incorporate features that include easy-to-open side panels,
cooling fans, and comprehensive wire management. In addition, our TekRak network
storage rack system offers unparalleled installation advantages and built-in
seismic qualities to protect vital equipment.
From an operations perspective, management made the decision in fiscal year 2003
to relocate the entire technical furniture operation from our Texas site to our
North Carolina operations site. This consolidation allows us to take advantage
of the Company's many capital investments and improvements over the past several
years. We now have the ability to offer improved product designs and even higher
levels of customization at significantly lower costs. This increases our appeal
to our high-tech, engineering-driven customer base. Additional cost reductions
will be realized through shared overhead resources, such as accounting,
marketing services, information technology, and administrative and human
resource support. The Evolution, Evolution for LANs and Sturdilite product lines
will benefit from improvements in design and cost, better positioning them in a
very competitive marketplace.
5
MANUFACTURING OPERATIONS
[PICTURES OF COMPANY FACILITIES APPEAR HERE]
We continued to make significant investments in our manufacturing operations
during fiscal year 2003, as capital investments of $3.1 million during the year
followed investments totaling $3.7 million over the previous two fiscal years.
These improvements have allowed us to reduce manufacturing costs, improve
product quality, and increase production capacity.
The most significant project during the year was the implementation of a new
multi-million dollar robotic powder coat paint system for our steel products.
This environmentally-friendly system provides a number of benefits, including
lower manufacturing costs and improved paint quality. Other major projects
during the year included upgrading our finishing capabilities for wood products
and the installation of a self-contained bulk storage tank for resin silica.
Distribution
In addition to consolidating our manufacturing operations during fiscal year
2003, we centralized our warehousing and distribution functions in Statesville
into a new 100,000 square foot facility on a ten-acre site near our
manufacturing facility. This new distribution center provides a number of
advantages: lower handling and shipping costs, better operational controls, and
the ability to deliver complete projects on time to our customers without
shipping damage to the products.
Safety and Environment
The safety of our employees continues to be an important priority. We are
extremely proud that in fiscal year 2003, our combined efforts in this regard
allowed us to finish the year with no lost workdays due to accidents. This was
achieved through a companywide awareness of safety, safety training programs,
the work of safety committees, the elimination of workplace hazards, and the
purchase of new material handling equipment.
Consistent with the growing concerns of Kewaunee's customers to contribute to a
cleaner, healthier world, we made significant progress in fiscal year 2003 to
make our manufacturing operations more environmentally-friendly. As a result,
Kewaunee is now considered a "green" company.
6
Kewaunee also actively participates as a representative on the U.S. Green
Building Council, a coalition of leaders from across the building industry,
working to promote environmentally responsible buildings.
International Operations
[PICTURES OF COMPANY FACILITIES AND SINGAPORE SALES OPERATION MEMBERS APPEAR
HERE]
Our sales company in Singapore, Kewaunee Labway Asia Pte. Ltd., is the primary
avenue for expanding our presence into the Asian markets. We are currently
active in the Middle East, China, India, and Southeast Asia. This company had
another successful year, as we obtained several prestigious projects and
continued to operate profitably.
During fiscal year 2003, our subsidiary, Kewaunee Scientific Corporation India
Pvt. Ltd., began operations in Bangalore, India. This operation supports our
sales operation in India, Labway Scientific India Pvt. Ltd., with both domestic
and foreign made Kewaunee products at a more competitive price. We are extremely
excited about the opportunities in this part of the world for our products and
our success to-date.
Summary
Kewaunee has a comprehensive array of core products, as well as new product
introductions to offer our customers; we have expanded our distribution into the
Indian marketplace and continued to solidify our successful operation in
Singapore; we have structured and consolidated our manufacturing operations to
optimize our production capabilities and we have converted to a state-of-the-art
powder coat paint system. In addition, we have made a number of other changes to
make our manufacturing operations more environmentally friendly. We look forward
to realizing the benefits of these projects through increased sales and
profitability.
7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this annual report, including the Letter to Stockholders,
narrative text, captions, and 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 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. 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS
CRITICAL ACCOUNTING POLICIES
In the ordinary course of business, the Company has made a number of estimates
and assumptions relating to the reporting of results of operations and financial
position in the preparation of its financial statements in conformity with
generally accepted accounting principles. Actual results could differ
significantly from those estimates under different assumptions and conditions.
The Company believes that the following discussion addresses the Company's most
critical accounting policies, which are those that are most important to the
portrayal of the Company's 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.
PRINCIPLES OF CONSOLIDATION
The Company's consolidated financial statements include the accounts of Kewaunee
Scientific Corporation and its subsidiaries. The subsidiaries include Kewaunee
Labway Asia Pte. Ltd., a dealer for the Company's products in Singapore; Labway
Scientific India Pvt. Ltd., a dealer for the Company's products in Bangalore,
India; and Kewaunee Scientific Corporation India Pvt. Ltd. in Bangalore, India.
All intercompany balances, transactions, and profits have been eliminated.
REVENUE RECOGNITION
The Company generally recognizes product sales at the date of the shipment of
its products, or when customers have purchased and accepted title of the goods,
but requested the Company to temporarily store the finished goods on the
customer's behalf. Product sales for fixed-price construction contracts are
recognized under the percentage-of-completion method of accounting, with product
sales revenue allocated based on costs incurred for products completed and
shipped to the customer. A provision for losses expected to be incurred on a
fixed-price contract is made in the period such loss becomes known. A high
degree of management judgment is required with respect to periodic estimates of
profit and product costs on these contracts. Revenue for installation services
is recognized as the service is performed.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company evaluates the collectibility of its trade accounts receivable based
on a number of factors. In circumstances where management is aware of a
customer's inability to meets its financial obligations to the Company, a
specific reserve for bad debts is estimated and recorded which reduces 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 Company's recent past loss history and an overall assessment of
past due trade accounts receivable amounts outstanding.
8
PENSION BENEFITS
The Company sponsors pension plans covering all employees who meet eligibility
requirements. Several statistical and other factors, which attempt to anticipate
future events, are used in calculating the expense and liability related to
these plans. These factors include assumptions about the discount rate, expected
return on plan assets, and rate of future compensation increases as determined
by the Company, within certain guidelines. The actuarial assumptions used by the
Company 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 expense recorded by the Company in future periods.
RESULTS OF OPERATIONS
Sales for fiscal year 2003 were $71.2 million, a decline of 16.1% from fiscal
year 2002 sales of $84.8 million. Sales during the year were significantly
impacted by a decline in the number of traditional mid-sized laboratory projects
in the marketplace with products which could be shipped in the current fiscal
year. Sales were further affected by a continuing decline in demand for
technical products.
Sales for fiscal year 2002 were $84.8 million, up 10.1% from fiscal year 2001
sales of $77.1 million. Sales of laboratory products increased 27.0% to $78.7
million, as spending for industrial research and new school construction
remained robust during the year. Sales of technical products were adversely
affected by the significant slowdown in capital spending by customers in the
high-tech industry, declining 59.1% from the prior year.
The Company's order backlog was $51.5 million at April 30, 2003, as compared to
$34.2 million at April 30, 2002 and $35.5 million at April 30, 2001. The
significant increase in the order backlog at April 30, 2003 was primarily
attributable to orders received in the second half of the fiscal year for a
number of larger laboratory projects.
During fiscal year 2003, the Company incurred certain non-recurring costs
described below and discussed in the Letter to Stockholders. For comparative
purposes, following the disclosure of certain financial measures which include
the applicable non-recurring costs, the Company has reported the same financial
measures which exclude the applicable non-recurring costs. The Company has
included this additional information because it believes that the disclosures
which exclude the non-recurring costs are a better measure of the Company's
performance during the period reported and are more useful for comparing the
Company's results of operations to prior periods.
Pretax non-recurring costs of $1,490,000 were recorded in fiscal year 2003.
These costs included $1,140,000 associated with the relocation of the Company's
technical products business from Lockhart, Texas, to Statesville, North
Carolina, and $350,000 associated with the replacement of the Company's paint
system in Statesville. On an after-tax basis, these costs were $909,000, or $.37
per diluted share.
Gross profit represented 17.9%, 17.3%, and 18.8% of sales in fiscal years 2003,
2002, and 2001, respectively. Excluding non-recurring costs discussed above
affecting the gross profit margin, the gross profit margin in fiscal year 2003
was 18.6%. This improvement over the gross profit margin in fiscal year 2002 was
primarily the result of cost improvement projects implemented during the year.
The decline in gross profit margin in fiscal year 2002 from fiscal year 2001 was
due to an unfavorable sales mix resulting from the significant decline in sales
of higher margin technical products during the year.
Operating expenses were $13.5 million, $11.8 million, and $12.2 million in
fiscal years 2003, 2002, and 2001, respectively, and 18.9%, 13.9%, and 15.8% of
sales. Excluding non-recurring costs discussed above included in this
classification, operating expenses in fiscal year 2003 were $12.5 million, or
17.6% of sales. This increase in fiscal year 2003 over fiscal year 2002 resulted
primarily from higher administrative expenses. In fiscal year 2002, the decrease
in operating expenses resulted primarily from lower sales commission expenses
due to changes in product sales mix and the continuation of cost reduction
activities.
9
The net of other income and expense was income of $28,000 in fiscal year 2003,
as compared to expense of $6,000 and $276,000 in fiscal years 2002 and 2001,
respectively. Other expense for fiscal year 2001 included a charge of $391,000
associated with the settlement of an old dispute between the Company and a
general contractor.
Interest expense was $155,000, $206,000, and $246,000 in fiscal years 2003,
2002, and 2001, respectively. The declines in interest expense for fiscal years
2003 and 2002 resulted primarily from lower interest rates.
The Company recorded an income tax benefit of $549,000, or 61.6% of pretax loss,
in fiscal year 2003. This compares to income tax expense of $793,000 and
$561,000, or 29.4% and 30.5% of pretax earnings, in fiscal years 2002 and 2001,
respectively. The effective rate for each of these years differs from the
statutory rate due to state income tax credits available from investments in
certain qualifying machinery and from research and development expenditures.
A net loss of $342,000, or $.14 per diluted share, was reported for fiscal year
2003. Excluding the after-tax non-recurring costs of $909,000 discussed above,
net earnings for the year were $567,000, or $.23 per diluted share. Net earnings
in fiscal year 2002 were $1.9 million, or $0.77 per diluted share, as compared
to $1.3 million, or $.51 per diluted share, in fiscal year 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity have been funds generated from
operating activities, supplemented as needed by the Company's credit facility.
The Company believes that these sources will be sufficient to support ongoing
business levels, including capital expenditures. As of April 30, 2003, the
Company has an unsecured revolving credit facility for borrowings of up to $7
million under which there were advances of $1,416,000 outstanding as of that
date. In July 2003, this credit facility was amended to allow borrowings up to
$9 million.
The Company has entered into a bank note collateralized by certain machinery and
equipment. The loan is repayable in equal monthly installments plus interest.
The unpaid balance was $1.9 million at April 30, 2003. The note includes certain
financial covenants as to tangible net worth, funds flow coverage, current
ratio, and ratio of liabilities to tangible net worth. The Company has entered
into an interest rate swap agreement whereby a substantial portion of the
outstanding principal amount of the bank note effectively converted to a fixed
rate on May 1, 2002. The notional amount of this cash flow hedge is reduced in
the same proportion as the principal balance of the bank note over the remaining
term of the bank note.
The Company leases some of its machinery and equipment under non-cancelable
operating leases. During fiscal year 2003, the Company entered into a 10-year
operating lease for a new distribution center, replacing several facilities that
were leased on a month-to-month basis. Most of these leases provide the Company
with renewal and purchase options, and most leases of machinery and equipment
have certain early cancellation rights. The following table summarizes the
obligated cash payments for these commitments as of April 30, 2003:
PAYMENTS DUE BY PERIOD
Contractual Obligations Total 1 Year 2-3 Years 4-5 Years After 5 Years
- ----------------------------------------------------------------------------------------------------
Long-term Debt
(principal only) $ 1,930,000 $ 681,000 $ 1,249,000 $ -- $ --
- ----------------------------------------------------------------------------------------------------
Operating Leases 5,139,000 901,000 1,530,000 1,152,000 1,556,000
- ----------------------------------------------------------------------------------------------------
Total Contractual
Cash Obligations $ 7,069,000 $ 1,582,000 $ 2,779,000 $ 1,152,000 $ 1,556,000
====================================================================================================
Operating activities provided cash of $1.3 million, $4.5 million, and $2.4
million in fiscal years 2003, 2002, and 2001, respectively. In fiscal year 2003,
cash was provided primarily by operating earnings before depreciation, a
decrease in receivables, and an increase in accounts payable and accrued
expenses. The impact of these items was partially offset by cash used to support
higher inventory levels, cash contributions of $2.2 million to the Company's
10
defined pension plans, and prepaid income taxes. The cash provided by operating
activities in fiscal years 2002 and 2001 were primarily from earnings before
depreciation in each of these years.
Capital expenditures were $3.1 million, $2.1 million, and $1.7 million in fiscal
years 2003, 2002, and 2001, respectively. Capital expenditures in fiscal year
2003 were funded primarily from cash generated from operating activities,
borrowings under the Company's credit facility, and proceeds from sales of
property, plant and equipment. Capital expenditures in fiscal years 2002 and
2001 were funded primarily by cash from operating activities. Fiscal year 2004
capital expenditures are anticipated to be approximately $1.5 million and are
expected to be funded primarily by operating activities.
Working capital decreased to $11.7 million at April 30, 2003, from $14.8 million
at April 30, 2002, and the ratio of current assets to current liabilities
decreased to 1.9-to-1 at April 30, 2003, from 2.4-to-1 at April 30, 2002. The
decrease in working capital in fiscal year 2003 resulted primarily from the use
of cash for capital expenditures and the contributions to the Company's pension
plans discussed above.
The Company paid cash dividends of $.28 per share for each of the fiscal years
2003, 2002, and 2001. The Company expects to pay dividends in the future in line
with the Company's actual and anticipated future operating results.
RECENT ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires the
purchase method of accounting for business combinations initiated after June 30,
2001 and eliminated the pooling-of-interests method for business combinations.
SFAS 142 requires that goodwill and certain intangibles will not be amortized,
but instead be reviewed for impairment and written down to fair value. In fiscal
year 2003, the Company adopted these standards and determined it did not have a
material effect on its financial condition or results of operations.
In September 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its associated
retirement cost. SFAS 143 is effective for fiscal years beginning after June 15,
2002, with early adoption permitted. The Company plans to adopt SFAS 143,
effective May 1, 2003. The Company does not expect the adoption of SFAS 143 to
have a material effect on its financial condition or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 establishes a single accounting model
for the impairment of long-lived assets. SFAS 144 supersedes SFAS 121, but
retains the fundamental provisions for (a) measurement of impairment of
long-lived assets to be held and used and (b) measurement of long-lived assets
to be disposed of by sales. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. In fiscal year 2003, the Company adopted SFAS 144 and
determined that it did not have a material effect on its financial condition or
results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for exit or disposal
activities initiated after December 31, 2002, with early adoption permitted.
This statement requires that liabilities associated with exit or disposal
activities initiated after adoption be recognized and measured at fair value
when incurred, as opposed to at the date an entity commits to the exit or
disposal plans. In fiscal year 2003, the Company adopted SFAS 146 and determined
that it did not have a material effect on its financial condition or results of
operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which amends SFAS No. 123, "Accounting
for Stock-Based Compensation." SFAS No. 148 provides alternate methods of
transition for a voluntary change to the fair-value-based method of accounting
for stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require more prominent and frequent
disclosures in financial statements about the effects of stock-based
compensation. The disclosure requirements have been adopted for the Company's
current year financial statements.
11
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30 KEWAUNEE SCIENTIFIC CORPORATION
$ and shares in thousands,
except per share amounts 2003 2002 2001
- ------------------------------------------------------------------------------
Net sales $ 71,163 $ 84,849 $ 77,059
Costs of products sold 58,451 70,143 62,543
- ------------------------------------------------------------------------------
Gross profit 12,712 14,706 14,516
Operating expenses 13,476 11,801 12,156
- ------------------------------------------------------------------------------
Operating earnings (loss) (764) 2,905 2,360
Other income (expense) 28 (6) (276)
Interest expense (155) (206) (246)
- ------------------------------------------------------------------------------
Earnings (loss) before
income taxes (891) 2,693 1,838
Income tax expense (benefit) (549) 793 (561)
- ------------------------------------------------------------------------------
Net earnings (loss) $ (342) $ 1,900 $ 1,277
==============================================================================
Net earnings (loss) per share
Basic $ (0.14) $ 0.77 $ 0.52
Diluted $ (0.14) $ 0.77 $ 0.51
==============================================================================
Weighted average number of
common shares outstanding
Basic 2,478 2,468 2,467
Diluted 2,485 2,481 2,490
==============================================================================
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED APRIL 30 KEWAUNEE SCIENTIFIC CORPORATION
Accumulated
Other Total
$ in thousands, Additional Comprehe- Stock
except per share Common Paid-in Retained nsive Treasury holders'
amounts Stock Capital Earnings Income(Loss) Stock Equity
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2000 $ 6,550 $ 154 $ 19,351 $ -- $ (920) $ 25,135)
Net earnings -- -- 1,277 -- -- 1,277
Cash dividends declared, $.28
per share -- -- (690) -- -- (690)
Stock options exercised, 7,501
shares -- (4) -- -- 44 40
Purchase of treasury stock, 130
shares -- -- -- -- (1) (1)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2001 6,550 150 19,938 -- (877) 25,761
===============================================================================================================================
Net earnings -- -- 1,900 -- -- 1,900
Cash dividends declared, $.28
per share -- -- (692) -- -- (692)
Stock options exercised, 8,750
shares -- (4) -- -- 54 50
Purchase of treasury stock,
12,966 shares -- -- -- -- (107) (107)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2002 6,550 146 21,146 -- (930) 26,912
===============================================================================================================================
Net (loss) -- -- (342) -- -- (342)
Cash dividends declared, $.28
per share -- -- (694) -- -- (694)
Stock options exercised, 11,749
shares -- (1) -- -- 72 71
Foreign currency translation
adjustments -- -- -- 22 -- 22
Change in fair value of cash
flow hedge, net of tax -- -- -- (31) -- (31)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at April 30, 2003 $ 6,550 $ 145 $ 20,110 $ (9) $ (858) $ 25,938)
===============================================================================================================================
The accompanying Notes are an integral part of these Consolidated
Financial Statements
12
CONSOLIDATED BALANCE SHEETS
APRIL 30 KEWAUNEE SCIENTIFIC CORPORATION
$ and shares in thousands,
except per share amounts 2003 2002
- -------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 520 $ 1,747
Receivables, less allowance:
$494 (2003); $597 (2002) 16,138 18,979
Inventories 5,958 3,309
Deferred income taxes 89 581
Prepaid income taxes 1,499 296
Prepaid expenses and other current assets 782 514
- -------------------------------------------------------------------------------
Total Current Assets 24,986 25,426
- -------------------------------------------------------------------------------
Property, Plant and Equipment
Land 41 454
Buildings and improvements 9,475 14,197
Machinery and equipment 22,410 22,040
- --------------------------------------------------------------------------------
Property, plant and equipment 31,926 36,691
Accumulated depreciation (20,135) (23,880)
- -------------------------------------------------------------------------------
Net Property, Plant and Equipment 11,791 12,811
- -------------------------------------------------------------------------------
Prepaid pension cost 2,906 1,333
Property held for sale 1,450 --
Other 2,521 2,620
- -------------------------------------------------------------------------------
Other Assets 6,877 3,953
- -------------------------------------------------------------------------------
Total Assets $ 43,654 $ 42,190
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 1,416 $ --
Current portion of long-term debt 681 681
Accounts payable 8,338 6,648
Employee compensation and amounts withheld 1,203 1,932
Deferred revenue 856 481
Other accrued expenses 834 867
- -------------------------------------------------------------------------------
Total Current Liabilities 13,328 10,609
- -------------------------------------------------------------------------------
Long-term Debt 1,249 1,930
Deferred Income Taxes 1,150 925
Accrued Employee Benefit Plan Costs 1,634 1,583
Other Long-term Liabilities 355 231
- --------------------------------------------------------------------------------
Total Liabilities 17,716 15,278
- --------------------------------------------------------------------------------
Commitments and Contingencies (Note 7)
Stockholders' Equity
Common stock, $2.50 par value: Authorized-5,000
shares; Issued-2,620 shares 6,550 6,550
Additional paid-in-capital 145 146
Retained earnings 20,110 21,146
Accumulated other comprehensive loss (9) --
Common stock in treasury, at cost: 139
shares (2003); 151 (2002) (858) (930)
- -------------------------------------------------------------------------------
Total Stockholders' Equity 25,938 26,912
- -------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 43,654 $ 42,190
================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements
13
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30 KEWAUNEE SCIENTIFIC CORPORATION
$ in thousands 2003 2002 2001
- ---------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net earnings (loss) $ (342) $ 1,900 $ 1,277
Adjustments to reconcile net earnings (loss) to net
cash provided by operating activities:
Depreciation 2,307 2,173 2,168
Bad debt provision 258 155 144
Deferred income tax expense 717 196 355
Gain on disposal of property, plant and equipment (99) -- --
(Increase) decrease in prepaid income taxes (1,203) 462 (758)
Decrease (increase) in receivables 2,583 (1,505) 220
(Increase) decrease in inventories (2,649) 1,061 (871)
(Increase) decrease in prepaid pension cost 1,573 (896) (387)
Increase (decrease) in accounts payables
and accrued expenses 928 1,118 (168)
Increase (decrease) in deferred revenue 375 (543) 516
Other, net (3) 338 (130)
- ---------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,299 4,459 2,366
- ---------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Capital expenditures (3,143) (2,065) (1,678)
Proceeds from sale of property, plant and equipment 505 -- --
- ---------------------------------------------------------------------------------------------------
Net cash used in investing activities (2,638) (2,065) (1,678)
- ---------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Dividends paid (694) (692) (690)
Net increase (decrease) in short-term borrowings 1,416 -- (2,555)
Proceeds from long-term debt -- 250 3,100
Payments on long-term debt (681) (636) (103)
Proceeds from exercise of stock options
(including tax benefit) 71 50 40
Purchase of treasury stock -- (107) (1)
- ---------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 112 (1,135) (209)
- ---------------------------------------------------------------------------------------------------
(Decrease) increase in Cash and Cash Equivalents (1,227) 1,259 479
Cash and Cash Equivalents at Beginning of Year 1,747 488 9
- ---------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Year $ 520 $ 1,747 $ 488
===================================================================================================
Supplemental Disclosure of Cash Flow Information
Interest paid $ 150 $ 205 $ 266
Income taxes paid $ 4 $ 115 $ 1,196
===================================================================================================
The accompanying Notes are an integral part of these Consolidated Financial
Statements
14
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Kewaunee Scientific Corporation (the "Company") is a manufacturer of laboratory
and technical furniture, including steel and wood laboratory cabinetry, fume
hoods, network storage systems, worksurfaces, workstations, workbenches, and
computer enclosures. Sales are made through purchase orders and contracts
submitted by customers, the Company's dealers and agents, a national stocking
distributor, competitive bids submitted by the Company, and subsidiaries located
in Singapore and Bangalore, India. 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 manufacturing facilities of computers
and light electronics, and by users of computer and networking furniture.
Principles of Consolidation The consolidated financial statements include the
accounts of Kewaunee Scientific Corporation and all of its subsidiaries. The
subsidiaries include Kewaunee Labway Asia Pte. Ltd., a dealer for the Company's
products in Singapore; Labway Scientific India Pvt. Ltd., a dealer for the
Company's products in Bangalore, India; and Kewaunee Scientific Corporation
India Pvt. Ltd., in Bangalore, India. All significant intercompany balances,
transactions, and profits have been eliminated.
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. At
April 30, 2003, approximately $176,000 of bank deposits of the Company's
international subsidiary were pledged under credit arrangements. At April 30,
2003, there were approximately $1.8 million of outstanding checks included in
accounts payable in the accompanying consolidated balance sheet.
Inventories Inventories are valued at the lower of cost or market. Cost has been
determined using the last-in, first-out (LIFO) method for all inventories.
Property, Plant and Equipment Property, plant and equipment are stated at cost
less accumulated depreciation. Depreciation is determined for financial
reporting purposes principally on the straight-line method over the estimated
useful lives of the individual assets or, for leaseholds, over the terms of the
related leases, if shorter. Straight-line and accelerated methods of
depreciation have been used for income tax purposes. The lives, by category,
generally are as follows: buildings and improvements, 10-40 years; leasehold
improvements, 10 years; furniture, fixtures, and office equipment, 3-5 years;
computer equipment, 3-5 years; factory machinery and vehicles, 5-10 years.
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.
Use of Estimates The presentation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
Significant estimates impacting the accompanying financial statements include
the allowance for uncollectible accounts receivable, inventory valuation, and
pension liabilities.
Fair Value of Financial Instruments The Company's financial instruments include
cash and cash equivalents, cash surrender value of life insurance policies,
long-term debt, and short-term borrowings. Management believes the carrying
value of these assets and liabilities approximate fair value.
15
Sales Recognition Product sales are generally recognized at the date of
shipment, or when customers have purchased and accepted title of the goods, but
requested the Company to temporarily store the finished goods on the customer's
behalf. Product sales for fixed-price construction contracts are recognized
under the percentage-of-completion method of accounting, with product sales
revenue allocated based on costs incurred for products completed and shipped to
the customer. A provision for losses expected to be incurred on a fixed-price
contract is made in the period such loss becomes known. Service revenue for
installation of product sold is recognized as the work is performed. Accounts
receivable includes retainage in the amounts of $2,019,000 and $2,411,000 at
April 30, 2003 and April 30, 2002, respectively, on certain sales made under
contractual agreements. Warranty costs are expensed as incurred.
Credit Concentration The Company's 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 one customer represented 14%,
12%, and 13% of the Company's total sales in fiscal years 2003, 2002, and 2001,
respectively.
Income Taxes Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Advertising Costs The Company expenses advertising costs as incurred, including
trade shows, training materials, sales samples, catalogs, and other related
expenses. Advertising costs for the years ended April 30, 2003, 2002, and 2001
were $338,000, $410,000, and $705,000, respectively.
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 and conversion of outstanding options under the
Company's stock option plans, except when options have an antidilutive effect.
Accounting for Stock Options The Company accounts for stock options granted to
employees and directors using the intrinsic value method. Under this method no
compensation expense is recorded since the exercise price of the stock options
is equal to the market price of the underlying stock on the grant date. Had
compensation expense for the stock options issued been determined consistent
with FASB Statement No. 123, "Accounting for Stock-Based Compensation," net
earnings and net earnings per share would have been reduced to the following pro
forma amounts:
2003 2002 2001
- ------------------------------------------------------------------------------
Net earnings (loss) as reported $ (342) $ 1,900 $ 1,277
Pro forma compensation cost (110) (111) (99)
- ------------------------------------------------------------------------------
Net earnings (loss) pro forma (452) 1,789 1,178
==============================================================================
Net earnings (loss) per
share - Basic
As reported $ (0.14) $ .77 $ .52
Pro forma (0.18) .72 .48
==============================================================================
Net earnings (loss) per
share - Diluted
As reported $ (0.14) $ .77 $ .51
Pro forma (0.18) .72 .47
==============================================================================
The estimated weighted average fair value of options granted under the Company's
stock option plans was $3.59 in 2003, $3.91 in 2002, and $4.70 in 2001. The
options were valued using the Black-Scholes option-pricing model with the
following assumptions used for 2003, 2002, and 2001: dividend yield of 3.0%,
3.0%, and 2.5%; expected volatility of 46%, 48%, and 50%; risk-free interest of
4.24%, 4.95%, and 5.80%; and an expected life of 7.25 years.
16
Property Held for Sale Property held for sale at April 30, 2003 consisted
primarily of land and buildings owned by the Company in Lockhart, Texas. This
property was the site of the Company's technical products business until this
business was relocated to Statesville, North Carolina in the fourth quarter of
fiscal year 2003. Management believes the fair value of these assets exceed
their book value.
Derivative Financial Instruments The Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," effective January 1, 2001.
SFAS No. 133 requires that the Company record 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 employs derivative financial instruments,
such as interest rate swap contracts, to mitigate certain of those risks. The
Company does not enter into derivative instruments for speculative purposes.
Reclassifications Certain prior year accounts have been reclassified to conform
with current year presentation.
New Accounting Standards In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminated the
pooling-of-interests method for business combinations. SFAS 142 requires that
goodwill and certain intangibles will not be amortized, but instead be reviewed
for impairment and written down to fair value. In fiscal year 2003, the Company
adopted these standards and determined it did not have a material effect on its
financial condition or results of operations.
In September 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its associated
retirement cost. SFAS 143 is effective for fiscal years beginning after June 15,
2002, with early adoption permitted. The Company plans to adopt SFAS 143,
effective May 1, 2003. The Company does not expect the adoption of SFAS 143 to
have a material effect on its financial condition or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 establishes a single accounting model
for the impairment of long-lived assets. SFAS 144 supersedes SFAS 121, but
retains the fundamental provisions for (a) measurement of impairment of
long-lived assets to be held and used and (b) measurement of long-lived assets
to be disposed of by sales. SFAS 144 is effective for fiscal years beginning
after December 15, 2001. In fiscal year 2003, the Company adopted SFAS 144 and
determined that it did not have a material effect on its financial condition or
results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which is effective for exit or disposal
activities initiated after December 31, 2002, with early adoption permitted.
This statement requires that liabilities associated with exit or disposal
activities initiated after adoption be recognized and measured at fair value
when incurred, as opposed to at the date an entity commits to the exit or
disposal plans. In fiscal year 2003, the Company adopted SFAS 146 and determined
that it did not have a material effect on its financial condition or results of
operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which amends SFAS No. 123, "Accounting
for Stock-Based Compensation." SFAS No. 148 provides alternate methods of
transition for a voluntary change to the fair-value-based method of accounting
for stock based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require more prominent and frequent
disclosures in financial statements about the effects of stock-based
compensation. The disclosure requirements have been adopted for the Company's
current year financial statements.
17
NOTE 2--INVENTORIES
Inventories consisted of the following at April 30:
$ in thousands 2003 2002
- ----------------------------------------------------------------------
Finished goods $ 2,402 $ 671
Work-in-process 1,812 1,007
Materials and components 1,744 1,631
- ----------------------------------------------------------------------
Total inventories $ 5,958 $ 3,309
======================================================================
If inventories had been determined using the first-in, first-out (FIFO) method
at April 30, 2003 and 2002, reported inventories would have been $2.3 million
and $2.2 million greater, respectively.
NOTE 3--LONG-TERM DEBT AND OTHER CREDIT ARRANGEMENTS
Long-term debt consisted of the following at April 30:
$ in thousands 2003 2002
- ----------------------------------------------------------------------
Notes payable, bank $ 1,930 $ 2,611
Less - payable within 1 year 681 681
- ----------------------------------------------------------------------
Long-term portion $ 1,249 $ 1,930
======================================================================
In February 2001, the Company borrowed $3.1 million under a bank note
collateralized by certain machinery and equipment, with the loan repayable in 60
equal monthly installments plus interest. In February 2002, the Company borrowed
an additional $250,000 under the loan, and the monthly payments were
recalculated to amortize the loan balance over the remainder of the original
loan. Monthly interest payments are payable under the rate calculated at the
lower of (1) the LIBOR Market Index Rate plus 1.75%, or (2) the lender's Prime
Rate minus 0.75%. The borrowing rate was 3.07% at April 30, 2003. The note
includes certain financial covenants as to tangible net worth, funds flow
coverage, current ratio, and ratio of liabilities to tangible net worth. The
Company was in compliance with such covenants at April 30, 2003.
The Company entered into an interest rate swap agreement in fiscal year 2002 to
mitigate future fluctuations in interest rates. Under the agreement, $1.5
million of the outstanding principal amount of the bank note effectively
converted to a fixed rate of 6.37% on May 1, 2002. The notional amount of this
interest rate hedge is reduced in the same proportion as the principal balance
of the bank note over the remaining term of the bank note. The fair value of
this cash flow hedge (net of tax) was a loss of $31,000 at April 30, 2003, which
is reflected as an adjustment to stockholders' equity in the consolidated
financial statements.
The Company has an unsecured revolving credit facility for borrowings of up to
$7 million that expires in December 2004. There were advances of $1,416,000
outstanding under this facility as of April 30, 2003. Monthly interest payments
are payable under the facility calculated at the lower of (1) the LIBOR Market
Index Rate plus 1.75%, or (2) the lender's Prime Rate minus 1.00%. The borrowing
rate was 3.07% at April 30, 2003.
18
NOTE 4--INCOME TAXES
Income tax expense (benefit) consisted of the following:
$ in thousands 2003 2002 2001
- -------------------------------------------------------------------------------
Current tax expense (benefit):
Federal $ (1,286) $ 501 $ 188
State and local -- 54 18
Foreign tax 20 42 --
- -------------------------------------------------------------------------------
Total current tax expense (benefit) (1,266) 597 206
- -------------------------------------------------------------------------------
Deferred tax expense (benefit):
Federal 936 173 310
State and local (219) 23 45
- -------------------------------------------------------------------------------
Total deferred tax expense 717 196 355
- -------------------------------------------------------------------------------
Net income tax expense (benefit) $ (549) $ 793 $ 561
===============================================================================
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 2003 2002 2001
- -------------------------------------------------------------------------------
Income tax expense (benefit) at
statutory rate $ (302) $ 923 $ 625
State and local taxes, net of
federal income tax benefit (40) 125 85
Tax credits (218) (301) (232)
Other items, net 11 46 83
- -------------------------------------------------------------------------------
Net income tax expense (benefit) $ (549) $ 793 $ 561
- -------------------------------------------------------------------------------
Significant items comprising deferred tax assets and liabilities as of April 30
were as follows:
$ in thousands 2003 2002
- -------------------------------------------------------------------------------
Deferred tax assets:
Accrued (prepaid) employee benefit expenses $ (425) $ 192
Allowance for doubtful accounts 213 203
Inventory reserves and capitalized costs 149 117
Other 152 69
- -------------------------------------------------------------------------------
Total deferred tax assets 89 581
- -------------------------------------------------------------------------------
Deferred tax liabilities:
Book basis in excess of tax basis
of property, plant and equipment (1,263) (918)
Other 113 (7)
- -------------------------------------------------------------------------------
Total deferred tax liabilities (1,150) (925)
- -------------------------------------------------------------------------------
Net deferred tax liabilities $ (1,061) $ (344)
- -------------------------------------------------------------------------------
19
NOTE 5--STOCK OPTIONS
During fiscal year 1992, the stockholders approved the 1991 Key Employee Stock
Option Plan, and the plan was subsequently amended to increase the number of
shares available for options under the plan to 230,000. During fiscal year 2001,
the stockholders approved the 2000 Key Employee Stock Option Plan, which allowed
the Company to grant options on 100,000 shares of the Company's common stock.
Under both plans, options are 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, 2003, there were no shares
available for future grants under the 1991 plan and 20,472 shares available for
future grants under the 2000 plan.
During fiscal year 1994, the stockholders approved the 1993 Stock Option Plan
for Directors, which allowed the Company to grant options on 40,000 shares of
the Company's common stock. Each non-employee director of the Company received
an option to purchase 5,000 shares of the Company's common stock on the
effective date of the plan or on the date of commencement of service as a
director. Options are exercisable in four equal, annual installments and expire
five years from the date of grant. Options were granted at the fair market value
at the date of grant. At April 30, 2003, no shares were available for future
grants under the plan.
The Company utilized treasury stock to satisfy the stock options exercised
during fiscal years 2003, 2002, and 2001. Stock option activity and weighted
average exercise price is summarized as follows:
2003 2002 2001
----------------------------------------------------------
Options Price Options Price Options Price
- ---------------------------------------------------------------------------------------------
Outstanding at beginning of year 186,824 $ 9.43 152,024 $ 9.04 115,775 $ 8.28
Granted 40,650 9.10 45,750 9.59 43,750 10.13
Canceled (1,872) 9.57 (2,200) 10.16 -- --
Exercised (11,749) 4.23 (8,750) 3.48 (7,501) 3.50
- ---------------------------------------------------------------------------------------------
Outstanding at end of year 213,853 $ 9.65 186,824 $ 9.43 152,024 $ 9.04
=============================================================================================
Exercisable at end of year 113,561 $ 9.73 88,385 $ 8.71 66,420 $ 7.27
=============================================================================================
The options outstanding and weighted average exercise price within the following
price ranges at April 30, 2003 are as follows:
Exercise price range $2.75 - $3.87 $ 4.62 $8.13 - $12.00
- --------------------------------------------------------------------------------
Options outstanding 9,875 1,000 202,978
Weighted average exercise price $ 3.64 $ 4.62 $ 9.97
Weighted average remaining
contractual life (years) 3.0 .3 7.1
================================================================================
The options exercisable and weighted average exercise price within the following
price ranges at April 30, 2003 are as follows:
Exercise price range $2.75 - $3.87 $ 4.62 $8.13 - $12.00
- --------------------------------------------------------------------------------
Options exercisable 9,875 1,000 102,686
Weighted average exercise price $ 3.64 $ 4.62 $ 10.36
================================================================================
20
NOTE 6--COMPREHENSIVE INCOME
The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," effective January 1, 2001. SFAS No. 133 requires that the
Company record 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 may from time-to-time employ derivative financial
instruments, such as interest rate swap contracts, to mitigate or eliminate
certain of those risks. The Company does not enter into derivative instruments
for speculative purposes.
The Company entered into one interest rate swap agreement effective May 1, 2002
related to the Company's bank note. The change in fair value of this cash flow
hedge resulted in a comprehensive loss of $31,000 (net of tax), for fiscal year
2003.
For the Company's foreign subsidiaries, assets and liabilities are translated at
exchange rates prevailing on the balance sheet date. Revenues and expenses are
translated at weighted average exchange rates prevailing during the period, and
any resulting translation adjustments are reported separately in shareholders'
equity. Changes in exchange rates resulted in comprehensive income of $22,000
for fiscal year 2003 and had no impact on comprehensive income in fiscal years
2002 and 2001.
A reconciliation of net loss and total comprehensive loss for fiscal year 2003
is as follows:
$ in thousands Amount
- -----------------------------------------------------
Net loss $ (342)
Change in fair value of cash flow
hedge, net of income tax (31)
Change in cumulative foreign
currency translation adjustment 22
- -----------------------------------------------------
Total comprehensive loss $ (351)
=====================================================
NOTE 7--COMMITMENTS AND CONTINGENCIES
The Company leases some of its machinery and equipment under non-cancelable
operating leases. During fiscal year 2003, the Company entered into a 10-year
operating lease for a new distribution center, replacing several facilities that
were leased on a month-to-month basis. 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 leases was
$738,000, $459,000, and $561,000 in fiscal years 2003, 2002, and 2001,
respectively.
Future minimum payments under non-cancelable operating leases for the years
ended April 30 are as follows:
$ in thousands Amount
- ----------------------------------------
2004 $ 901
2005 771
2006 759
2007 628
2008 524
Thereafter 1,556
- ----------------------------------------
Total minimum lease payments $ 5,139
========================================
21
The Company is involved in a legal dispute with Bernards Bros. Inc., a former
customer of the Company. The dispute is the subject of lengthy arbitration
proceedings completed in December 2000. In fiscal year 2001, the Company
recorded a charge of $391,000, including an estimated liability of $134,000 for
final settlement of the matter, based on its interpretation of the Arbitrator's
award. In June 2003, a judgement was entered in the case against the Company and
two other defendants identifying the responsibility for the payment of the
Arbitrator's award. The Company continues to analyze the judgement; however, the
Company believes its ultimate liability under the judgement approximates the
amount previously recorded in the financial statements.
In fiscal year 1998, the Company filed a Complaint against a general contractor
to recover certain costs incurred by the Company outside of the scope of a
construction contract. On April 28, 2003, an agreement was reached between the
Company and the Assistant Attorney General responsible for the New York State
University Construction Fund (the "Fund") for the resolution of this claim. The
agreement includes the immediate payment of approximately $500,000 to the
Company, with a reservation of the Company's right to seek additional interest.
The agreement remains unenforceable until approval by the Board of Directors of
the Fund and additional representatives of the New York State Attorney General's
Office. Such approvals are expected in the first or second quarter of fiscal
year 2004. When the settlement is paid, the Company expects to recognize a gain
of approximately $300,000 after deducting legal costs in the matter.
The Company is involved in certain other claims and legal proceedings in the
normal course of business which management believes will not have a material
adverse effect on the financial condition or results of operations of the
Company.
NOTE 8--RETIREMENT BENEFITS
The Company has non-contributory defined benefit pension plans covering
substantially all salaried and hourly employees. 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. The benefit plan for hourly employees provides
benefits at stated amounts based on years of service. The Company's funding
policy is to make regular contributions to fund the plans during the
participant's working lifetime, which have met ERISA's funding requirements.
Plan assets consist primarily of equity and bond mutual funds and common stocks.
22
The change in projected benefit obligations and the change in fair value of plan
assets for the non-contributory defined pension plans for each of the years
ended April 30 are summarized as follows:
$ in thousands 2003 2002
- ------------------------------------------------------------------------------
Accumulated Benefit Obligation, April 30 $ 9,269 $ 7,868
==============================================================================
Change in Projected Benefit Obligations
Projected benefit obligations, beginning of year $ 9,715 $ 8,593
Service cost 423 378
Interest cost 713 640
Actuarial loss 1,139 480
Actual benefits paid (391) (376)
- ------------------------------------------------------------------------------
Projected Benefit obligations, end of year $ 11,599 $ 9,715
==============================================================================
Change in Plan Assets
Fair value of plan assets, beginning of year $ 8,031 $ 7,176
Actual loss on plan assets (384) (122)
Actual company contributions 2,170 1,353
Actual benefits paid (391) (376)
- ------------------------------------------------------------------------------
Fair value of plan assets, end of year $ 9,426 $ 8,031
==============================================================================
Funded Status and Prepaid (Accrued)
Funded status of plans $ (2,173) $ (1,684)
Unrecognized net transition obligation -- --
Unrecognized prior service cost 50 62
Unrecognized net loss 5,029 2,955
- ------------------------------------------------------------------------------
Prepaid pension cost $ 2,906 $ 1,333
==============================================================================
Weighted-Average Assumptions
Discount rate, end of year 6.75% 7.25%
Expected return on plan assets 9.00% 9.00%
Rate of compensation increase 5.00% 5.00%
==============================================================================
The components of the net periodic pension costs for each of the three years
ended April 30 are as follows:
$ in thousands 2003 2002 2001
- -----------------------------------------------------------------------------
Service cost $ 423 $ 378 $ 324
Interest cost 713 641 581
Expected return on plan assets (709) (642) (640)
Amortization of transition asset -- -- --
Amortization of prior service cost 11 11 11
Recognition of net loss 159 69 23
- -----------------------------------------------------------------------------
Net periodic pension cost $ 597 $ 457 $ 299
=============================================================================
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 six months of service, and who elect to participate.
The Company makes matching contributions equal to 50% of the qualifying employee
contribution, up to a maximum employer contribution of 2% of the participant's
compensation. Contributions by the Company in fiscal years 2003, 2002, and 2001
were $280,000, $277,000, and $267,000, respectively.
23
NOTE 9--SEGMENT INFORMATION
The Company's operations are classified into two business segments: laboratory
products and technical products. The laboratory products segment principally
designs, manufactures, and installs steel and wood laboratory cabinetry, fume
hoods, and worksurfaces. The technical products segment principally manufactures
and sells technical furniture including steel cabinetry, network storage
systems, workstations, workbenches and computer enclosures. Sales to individual
foreign countries did not exceed 3.1% of any segment sales.
In fiscal year 2003, the Company's technical products business was relocated
from Texas to North Carolina. Costs of $1.1 million associated with this
relocation are included in the reported segment loss. Segment assets and
manufacturing and support services were consolidated with those of the
laboratory products segment.
Profits by business segment represent net revenues, less costs associated with
goods sold and operating expenses. Intersegment transactions are recorded at
normal profit margins with appropriate eliminations of intercompany profits.
Portions of corporate expenses are included in each segment. Unallocated
corporate expenses are included in the corporate column below. Corporate assets
include LIFO inventory reserve, fixed assets, assets held for sale, prepaid and
deferred tax assets, prepaid expenses, and cash surrender value of life
insurance policies.
The following table shows net sales, profits, and other financial information by
business segment for the fiscal years ended April 30, 2003, 2002, and 2001:
Laboratory Technical
$ in thousands Products Products Corporate Total
- -------------------------------------------------------------------------------------------------------
Fiscal Year Ended April 30, 2003:
Revenues from external customers $ 66,701 $ 4,462 $ -- $ 71,163
Intersegment revenues 1,436 -- (1,436) --
Depreciation 2,127 177 3 2,307
Segment profit (loss) 1,760 (1,701) (950) (891)
Segment assets 37,904 -- 5,750 43,654
Expenditures for segment fixed assets 3,111 17 15 3,143
Net sales to customers in foreign countries 4,728 74 -- 4,802
=======================================================================================================
Fiscal Year Ended April 30, 2002:
Revenues from external customers $ 78,676 $ 6,173 $ -- $ 84,849
Intersegment revenues 809 -- (809) --
Depreciation 1,917 254 2 2,173
Segment profit (loss) 3,959 (613) (653) 2,693
Segment assets 34,011 3,295 4,884 42,190
Expenditures for segment fixed assets 1,397 304 364 2,065
Net sales to customers in foreign countries 3,324 362 -- 3,686
=======================================================================================================
Fiscal Year Ended April 30, 2001:
Revenues from external customers $ 61,964 $ 15,095 $ -- $ 77,059
Intersegment revenues -- 262 (262) --
Depreciation 1,896 268 4 2,168
Segment profit (loss) 1,160 1,598 (920) 1,838
Segment assets 32,695 4,756 3,418 40,869
Expenditures for segment fixed assets 1,608 68 2 1,678
Net sales to customers in foreign countries 1,790 498 -- 2,288
=======================================================================================================
24
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF KEWAUNEE SCIENTIFIC CORPORATION
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Kewaunee
Scientific Corporation and its subsidiaries (the "Company") at April 30, 2003
and 2002 and the results of its operations and its cash flows for each of the
three years in the period ended April 30, 2003, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
June 4, 2003
MANAGEMENT'S REPORT OF CONSOLIDATED FINANCIAL STATEMENTS
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF KEWAUNEE SCIENTIFIC CORPORATION
The consolidated financial statements and accompanying notes were prepared by
management, which is responsible for their integrity and objectivity. Management
believes the financial statements, which include amounts based on judgments and
estimates, fairly reflect the Company's financial position and operating
results, in accordance with generally accepted accounting principles. All
financial information in this annual report is consistent with the financial
statements.
Management maintains internal accounting control systems and related policies
and procedures designed to provide reasonable assurance that assets are
safeguarded, that transactions are properly recorded and executed in accordance
with management's authorization, and that accounting records may be relied upon
for the preparation of financial statements and other financial information. The
design, monitoring, and revision of internal accounting control systems involve,
among other things, management's judgment with respect to the relative cost and
expected benefits of specific control measures.
The Company's consolidated financial statements have been audited by independent
accountants who have expressed their opinion with respect to the fairness of
those statements. Their audits included consideration of the Company's internal
accounting control systems and related policies and procedures. They advise
management and the Audit Committee of significant matters resulting from their
audits.
The Audit Committee of the Board of Directors, which is composed solely of
directors who are not officers or employees of the Company, selects the
independent accountants for the annual audit of the consolidated financial
statements and meets with management and the independent accountants to discuss
the scope and findings of audits and financial reporting and internal control
matters.
D. Michael Parker
Senior Vice President, Finance
Chief Financial Officer
25
SUMMARY OF SELECTED FINANCIAL DATA
KEWAUNEE SCIENTIFIC CORPORATION
$ and shares in thousands,
except per share amounts 2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------
OPERATING STATEMENT DATA:
Net sales $ 71,163 $ 84,849 $ 77,059 $ 74,798 $ 77,478
Costs of products sold 58,451 70,143 62,543 57,715 59,782
- -----------------------------------------------------------------------------------------------------
Gross profit 12,712 14,706 14,516 17,083 17,696
Operating expenses 13,476 11,801 12,156 12,429 12,315
- -----------------------------------------------------------------------------------------------------
Operating earnings (loss) (764) 2,905 2,360 4,654 5,381
Other (expense) income 28 (6) (276) 326 325
Interest expense (155) (206) (246) (169) (96)
- -----------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes (891) 2,693 1,838 4,811 5,610
Income tax expense (benefit) (549) 793 561 1,250 2,214
- -----------------------------------------------------------------------------------------------------
Net earnings (loss) (342) $ 1,900 $ 1,277 $ 3,561 $ 3,396
- -----------------------------------------------------------------------------------------------------
Weighted average shares outstanding:
Basic 2,478 2,468 2,467 2,456 2,432
Diluted 2,485 2,481 2,490 2,478 2,464
- -----------------------------------------------------------------------------------------------------
PER SHARE DATA:
Net earnings (loss):
Basic $ (0.14) $ 0.77 $ 0.52 $ 1.45 $ 1.40
Diluted (0.14) 0.77 0.51 1.44 1.38
Cash dividends 0.28 0.28 0.28 0.26 0.22
Year-end book value 10.46 10.90 10.42 10.19 9.04
- -----------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Current assets $ 24,986 $ 25,426 $ 24,658 $ 23,032 $ 21,831
Current liabilities 13,328 10,609 9,973 11,560 11,672
Net working capital 11,658 14,817 14,685 11,472 10,159
Net property, plant and equipment 11,791 12,811 12,919 13,506 12,125
Total assets 43,654 42,190 40,869 39,316 36,035
Total borrowings/long-term debt 3,346 2,611 2,997 2,555 939
Stockholders' equity 25,938 26,912 25,761 25,135 22,032
- -----------------------------------------------------------------------------------------------------
OTHER DATA:
Capital expenditures $ 3,143 $ 2,065 $ 1,678 $ 3,352 $ 3,678
Year-end stockholders of record 273 289 322 334 349
Year-end employees 543 535 556 577 598
- -----------------------------------------------------------------------------------------------------
26
QUARTERLY FINANCIAL DATA (UNAUDITED)
Selected quarterly financial data for fiscal years 2003 and 2002 were as
follows:
$ in thousands, First Second Third Fourth
except per share amounts Quarter Quarter Quarter Quarter
- ---------------------------------------------------------------------------
2003
Net sales $ 19,405 $ 19,905 $ 16,381 $ 15,472
Gross profit 3,441 3,143 3,462 2,666
Net earnings (loss) 324 (124) 42 (584)
Net earnings (loss) per share
Basic 0.13 (0.05) 0.02 (0.24)
Diluted 0.13 (0.05) 0.02 (0.24)
Cash dividends per share 0.07 0.07 0.07 0.07
===========================================================================
2002
Net sales $ 19,740 $ 22,525 $ 20,798 $ 21,786
Gross profit 3,207 3,934 3,685 3,880
Net earnings 293 638 416 553
Net earnings per share
Basic 0.12 0.26 0.17 0.22
Diluted 0.12 0.26 0.17 0.22
Cash dividends per share 0.07 0.07 0.07 0.07
===========================================================================
RANGE OF MARKET PRICES
Kewaunee's common stock is traded in the NASDAQ National Market System, under
the symbol KEQU. The following table sets forth the quarterly high and low
prices reported on the NASDAQ National Market System.
First Second Third Fourth
Quarter Quarter Quarter Quarter
- ---------------------------------------------------------------
2003
High $ 11.05 $ 9.72 $ 10.75 $ 9.89
Low $ 8.50 $ 7.90 $ 8.70 $ 7.36
Close $ 8.98 $ 9.12 $ 9.71 $ 8.37
===============================================================
2002
High $ 10.17 $ 9.95 $ 9.66 $ 11.00
Low $ 8.90 $ 7.00 $ 7.81 $ 9.55
Close $ 9.65 $ 8.00 $ 9.66 $ 10.60
===============================================================
27
CORPORATE INFORMATION
BOARD OF DIRECTORS EXECUTIVE OFFICERS
Margaret Barr Bruemmer (1)(3)(4)(5) William A. Shumaker
Attorney President,
Milwaukee, WI Chief Executive Officer
Wiley N. Caldwell (3)(4) D. Michael Parker
Retired President Senior Vice President, Finance,
W. W. Grainger, Inc. Chief Financial Officer,
Kenilworth, IL Treasurer, Secretary
John C. Campbell, Jr. (1)(2)(5) Roger L. Eggena
Private Consultant Vice President, Manufacturing
Arlington, TX
Kurt P. Rindoks
Silas Keehn (2)(3)(4) Vice President, Engineering
Retired President and Product Development
Federal Reserve Bank of Chicago
Winnetka, IL James J. Rossi
Vice President, Human Resources
Eli Manchester, Jr. (1)(3) Kenneth E. Sparks
Chairman of the Board Vice President, General Manager
Kewaunee Scientific Corporation Technical Furniture Group
Statesville, NC
James T. Rhind (1)(2)(4)(5) CORPORATE OFFICES
Counsel to Bell, Boyd & Lloyd LLC 2700 West Front Street
Attorneys Statesville, NC 28677-2927
Chicago, IL P.O. Box 1842, Statesville,
NC 28687-1842
Telephone: 704-873-7202
William A. Shumaker (1)(3) Facsimile: 704-873-1275
President/CEO
Kewaunee Scientific Corporation
Statesville, NC
EMPLOYMENT OPPORTUNITIES
Individuals interested in employment
(1) Executive Committee with Kewaunee Scientific Corporation
(2) Audit Committee should contact the Vice President of
(3) Financial/Planning Committee Human Resources, Kewaunee Scientific
(4) Compensation Committee Corporation, P.O. Box 1842,
(5) Nominating Committee Statesville, NC 28687-1842. Employment
(effective June 20, 2003) opportunities are also listed on the
Internet at http://www.kewaunee.com.
Kewaunee Scientific Corporation is an
equal opportunity employer.
28
STOCKHOLDER INFORMATION
Financial Information Notice of Annual Meeting
The Company's Form 10-K financial The Annual Meeting of Stockholders of
report, filed annually with the Kewaunee Scientific Corporation will
Securities and Exchange Commission, be held in the 37th floor Annual
may be obtained by stockholders Meeting Room at Harris Trust & Savings
without charge by writing the Bank, Chicago, IL on August 27, 2003
Secretary of the Company, Kewaunee at 10:00 a.m. Central Daylight Time.
Scientific Corporation, P.O. Box 1842,
Statesville, NC 28687-1842.
The Company's common stock is listed
on the NASDAQ National Market System.
Transfer Agent
Trading symbol: KEQU and Registrar
All stockholder inquiries, including
Recent financial information is transfer-related matters, should be
available on the Internet at directed to:
http://www.kewaunee.com. Mellon Investor Services, LLC
Overpeck Centre
Independent 85 Challenger Road
Accountants Ridgefield Park, NJ 07660
PricewaterhouseCoopers LLP Telephone: 800-288-9541
Charlotte, NC Internet at
http://www.melloninvestor.com
PRODUCT INFORMATION
Kewaunee Scientific Corporation For more information on the Company's
products are available through a technical furniture, contact the
network of sales representatives and a TFG-Customer Service
national stocking distributor. Department in Statesville, NC;
telephone: 704-873-7202;
For more information on the Company's on the Internet at
laboratory furniture, contact the http://www.kewaunee.com;
LPG-Marketing Services e-mail: marketing-tfg@kewaunee.com.
Department in Statesville, NC;
telephone: 704-873-7202;
on the Internet at
http://www.kewaunee.com;
e-mail: marketing@kewaunee.com.
TRADEMARKS
ADJUSTAbench, Advantage, Alpha, Supreme Air, TechStat, Trademark,
BasikBench, CFHS, Discovery, TruView, Versalab, and Visionaire are
Evolution, Explorer, FlexTech, registered trademarks of Kewaunee
Kemresin, Kemrock, Kemshield, Scientific Corporation.
Kewaunee, Research Collection,
Signature, Silhouette, Sturdilite,
SturdiKwik,
[LOGO OF KEWAUNEE(R) SCIENTIFIC CORPORATION]
P.O. Box 1842, Statesville, NC 28687-1842
Phone: (704) 873-7202
Fax: (704) 873-1275
www.kewaunee.com