|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
38-0715562
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
2700 West Front Street
Statesville, North Carolina
|
|
28677-2927
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
Page Number
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 1.
|
Financial Statements
|
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net sales
|
$
|
34,225
|
|
|
$
|
32,372
|
|
|
$
|
113,283
|
|
|
$
|
111,802
|
|
Cost of products sold
|
28,947
|
|
|
27,142
|
|
|
94,743
|
|
|
91,325
|
|
||||
Gross profit
|
5,278
|
|
|
5,230
|
|
|
18,540
|
|
|
20,477
|
|
||||
Operating expenses
|
7,350
|
|
|
5,232
|
|
|
19,875
|
|
|
16,810
|
|
||||
Operating earnings (loss)
|
(2,072
|
)
|
|
(2
|
)
|
|
(1,335
|
)
|
|
3,667
|
|
||||
Other income (loss)
|
(29
|
)
|
|
113
|
|
|
43
|
|
|
279
|
|
||||
Interest expense, net
|
(150
|
)
|
|
(76
|
)
|
|
(452
|
)
|
|
(258
|
)
|
||||
Earnings (loss) before income taxes
|
(2,251
|
)
|
|
35
|
|
|
(1,744
|
)
|
|
3,688
|
|
||||
Income tax expense (benefit)
|
(350
|
)
|
|
20
|
|
|
1,822
|
|
|
803
|
|
||||
Net earnings (loss)
|
(1,901
|
)
|
|
15
|
|
|
(3,566
|
)
|
|
2,885
|
|
||||
Less: net earnings attributable to the noncontrolling interest
|
17
|
|
|
37
|
|
|
59
|
|
|
86
|
|
||||
Net earnings (loss) attributable to Kewaunee Scientific Corporation
|
$
|
(1,918
|
)
|
|
$
|
(22
|
)
|
|
$
|
(3,625
|
)
|
|
$
|
2,799
|
|
Net earnings (loss) per share attributable to Kewaunee Scientific Corporation stockholders
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.70
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
1.02
|
|
Diluted
|
$
|
(0.70
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
1.00
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
2,750
|
|
|
2,744
|
|
|
2,750
|
|
|
2,741
|
|
||||
Diluted
|
2,750
|
|
|
2,794
|
|
|
2,750
|
|
|
2,799
|
|
|
Three Months Ended
January 31, |
|
Nine Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net earnings (loss)
|
$
|
(1,901
|
)
|
|
$
|
15
|
|
|
$
|
(3,566
|
)
|
|
$
|
2,885
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(26
|
)
|
|
496
|
|
|
(9
|
)
|
|
(617
|
)
|
||||
Change in fair value of cash flow hedge
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
4
|
|
||||
Other comprehensive income (loss)
|
(26
|
)
|
|
495
|
|
|
(8
|
)
|
|
(613
|
)
|
||||
Comprehensive income (loss), net of tax
|
(1,927
|
)
|
|
510
|
|
|
(3,574
|
)
|
|
2,272
|
|
||||
Less: comprehensive income attributable to the noncontrolling interest
|
17
|
|
|
37
|
|
|
59
|
|
|
86
|
|
||||
Comprehensive income (loss) attributable to Kewaunee Scientific Corporation
|
$
|
(1,944
|
)
|
|
$
|
473
|
|
|
$
|
(3,633
|
)
|
|
$
|
2,186
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||
Balance at April 30, 2019
|
$
|
6,875
|
|
|
$
|
3,133
|
|
|
$
|
(53
|
)
|
|
$
|
43,552
|
|
|
$
|
(6,407
|
)
|
|
$
|
47,100
|
|
Net earnings attributable to Kewaunee Scientific Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|
—
|
|
|
471
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
195
|
|
||||||
Cash dividends paid, $0.19 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
|
—
|
|
|
(522
|
)
|
||||||
Stock based compensation
|
9
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||||
Balance at July 31, 2019
|
$
|
6,884
|
|
|
$
|
3,184
|
|
|
$
|
(53
|
)
|
|
$
|
43,501
|
|
|
$
|
(6,212
|
)
|
|
$
|
47,304
|
|
Net earnings (loss) attributable to Kewaunee Scientific Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,178
|
)
|
|
—
|
|
|
(2,178
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
(177
|
)
|
||||||
Cash dividends paid, $0.19 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(523
|
)
|
|
—
|
|
|
(523
|
)
|
||||||
Stock based compensation
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Balance at October 31, 2019
|
$
|
6,884
|
|
|
$
|
3,226
|
|
|
$
|
(53
|
)
|
|
$
|
40,800
|
|
|
$
|
(6,389
|
)
|
|
$
|
44,468
|
|
Net earnings (loss) attributable to Kewaunee Scientific Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,918
|
)
|
|
—
|
|
|
(1,918
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
||||||
Stock options exercised 2,300 shares
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock based compensation
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||||
Balance at January 31, 2020
|
$
|
6,885
|
|
|
$
|
3,350
|
|
|
$
|
(53
|
)
|
|
$
|
38,882
|
|
|
$
|
(6,415
|
)
|
|
$
|
42,649
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||
Balance at April 30, 2018
|
$
|
6,841
|
|
|
$
|
3,006
|
|
|
$
|
(53
|
)
|
|
$
|
43,836
|
|
|
$
|
(5,900
|
)
|
|
$
|
47,730
|
|
Net earnings attributable to Kewaunee Scientific Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,489
|
|
|
—
|
|
|
1,489
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
(384
|
)
|
||||||
Cash dividends paid, $0.17 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(465
|
)
|
|
—
|
|
|
(465
|
)
|
||||||
Stock options exercised, 9,250 shares
|
13
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock based compensation
|
7
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
||||||
Cumulative adjustment for ASC 606, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
217
|
|
||||||
Balance at July 31, 2018
|
$
|
6,861
|
|
|
$
|
3,092
|
|
|
$
|
(53
|
)
|
|
$
|
45,077
|
|
|
$
|
(6,284
|
)
|
|
$
|
48,693
|
|
Net earnings attributable to Kewaunee Scientific Corporation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,332
|
|
|
$
|
—
|
|
|
$
|
1,332
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(724
|
)
|
|
(724
|
)
|
||||||
Cash dividends paid, $0.19 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(521
|
)
|
|
—
|
|
|
(521
|
)
|
||||||
Stock options exercised, 5,800 shares
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock based compensation
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
||||||
Balance at October 31, 2018
|
$
|
6,869
|
|
|
$
|
3,224
|
|
|
$
|
(53
|
)
|
|
$
|
45,888
|
|
|
$
|
(7,008
|
)
|
|
$
|
48,920
|
|
Net earnings attributable to Kewaunee Scientific Corporation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|
495
|
|
||||||
Cash dividends paid, $0.19 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(521
|
)
|
|
—
|
|
|
(521
|
)
|
||||||
Stock based compensation
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
||||||
Balance at January 31, 2019
|
$
|
6,869
|
|
|
$
|
3,342
|
|
|
$
|
(53
|
)
|
|
$
|
45,345
|
|
|
$
|
(6,513
|
)
|
|
$
|
48,990
|
|
|
January 31,
2020 |
|
April 30,
2019 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,554
|
|
|
$
|
10,647
|
|
Restricted cash
|
2,509
|
|
|
509
|
|
||
Receivables, less allowance; $647; $361, on each respective date
|
27,409
|
|
|
33,259
|
|
||
Inventories
|
15,246
|
|
|
17,206
|
|
||
Prepaid expenses and other current assets
|
4,503
|
|
|
3,736
|
|
||
Total Current Assets
|
53,221
|
|
|
65,357
|
|
||
Property, plant and equipment, at cost
|
58,007
|
|
|
56,676
|
|
||
Accumulated depreciation
|
(42,102
|
)
|
|
(40,214
|
)
|
||
Net Property, Plant and Equipment
|
15,905
|
|
|
16,462
|
|
||
Right of use assets
|
11,130
|
|
|
—
|
|
||
Deferred income taxes
|
773
|
|
|
1,829
|
|
||
Other assets
|
3,332
|
|
|
3,575
|
|
||
Total Other Assets
|
15,235
|
|
|
5,404
|
|
||
Total Assets
|
$
|
84,361
|
|
|
$
|
87,223
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Short-term borrowings and interest rate swaps
|
$
|
4,017
|
|
|
$
|
9,513
|
|
Current portion of long-term debt
|
—
|
|
|
1,167
|
|
||
Current portion of capital lease liability
|
19
|
|
|
17
|
|
||
Current portion of operating lease liabilities
|
2,088
|
|
|
—
|
|
||
Accounts payable
|
11,661
|
|
|
15,190
|
|
||
Employee compensation and amounts withheld
|
3,511
|
|
|
3,737
|
|
||
Deferred revenue
|
1,800
|
|
|
1,599
|
|
||
Other accrued expenses
|
2,400
|
|
|
1,510
|
|
||
Total Current Liabilities
|
25,496
|
|
|
32,733
|
|
||
Long-term debt
|
—
|
|
|
97
|
|
||
Long-term portion of capital lease liability
|
118
|
|
|
132
|
|
||
Long-term portion of operating lease liabilities
|
8,887
|
|
|
—
|
|
||
Accrued pension and deferred compensation costs
|
5,880
|
|
|
5,878
|
|
||
Other non-current liabilities
|
1,031
|
|
|
680
|
|
||
Total Liabilities
|
41,412
|
|
|
39,520
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Common stock, $2.50 par value, Authorized – 5,000 shares; Issued – 2,754 shares; 2,750 shares; – Outstanding – 2,751 shares; 2,747 shares, on each respective date
|
6,885
|
|
|
6,875
|
|
||
Additional paid-in-capital
|
3,350
|
|
|
3,133
|
|
||
Retained earnings
|
38,882
|
|
|
43,552
|
|
||
Accumulated other comprehensive loss
|
(6,415
|
)
|
|
(6,407
|
)
|
||
Common stock in treasury, at cost, 3 shares, on each date
|
(53
|
)
|
|
(53
|
)
|
||
Total Kewaunee Scientific Corporation Stockholders’ Equity
|
42,649
|
|
|
47,100
|
|
||
Noncontrolling interest
|
300
|
|
|
603
|
|
||
Total Stockholders’ Equity
|
42,949
|
|
|
47,703
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
84,361
|
|
|
$
|
87,223
|
|
|
Nine Months Ended
January 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings (loss)
|
$
|
(3,566
|
)
|
|
$
|
2,885
|
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation
|
1,927
|
|
|
1,908
|
|
||
Bad debt provision
|
321
|
|
|
57
|
|
||
Stock based compensation expense
|
241
|
|
|
393
|
|
||
Provision for deferred income taxes
|
1,056
|
|
|
355
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Receivables
|
5,530
|
|
|
4,674
|
|
||
Inventories
|
1,959
|
|
|
990
|
|
||
Accounts payable and other accrued expenses
|
(2,512
|
)
|
|
(4,879
|
)
|
||
Deferred revenue
|
201
|
|
|
(434
|
)
|
||
Other, net
|
(546
|
)
|
|
(1,415
|
)
|
||
Net cash provided by operating activities
|
4,611
|
|
|
4,534
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(1,371
|
)
|
|
(2,290
|
)
|
||
Net cash used in investing activities
|
(1,371
|
)
|
|
(2,290
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Dividends paid
|
(1,045
|
)
|
|
(1,507
|
)
|
||
Dividends paid to noncontrolling interest in subsidiaries
|
(324
|
)
|
|
(51
|
)
|
||
Proceeds from short-term borrowings
|
44,958
|
|
|
46,103
|
|
||
Repayments on short-term borrowings
|
(50,454
|
)
|
|
(44,870
|
)
|
||
Payments on long-term debt and lease obligations
|
(1,277
|
)
|
|
(880
|
)
|
||
Net proceeds from exercise of stock options
|
(14
|
)
|
|
(29
|
)
|
||
Net cash used in financing activities
|
(8,156
|
)
|
|
(1,234
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(177
|
)
|
|
(591
|
)
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(5,093
|
)
|
|
419
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
11,156
|
|
|
10,958
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
6,063
|
|
|
$
|
11,377
|
|
|
|
January 31, 2020
|
|
April 30, 2019
|
||||
Cash and cash equivalents
|
|
$
|
3,554
|
|
|
$
|
10,647
|
|
Restricted cash
|
|
2,509
|
|
|
509
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
6,063
|
|
|
$
|
11,156
|
|
|
Three Months Ended January 31, 2020
|
|
Three months ended January 31, 2019
|
||||||||||||||||||||
|
Domestic
|
|
International
|
|
Total
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||
Over Time
|
$
|
25,107
|
|
|
$
|
7,526
|
|
|
$
|
32,633
|
|
|
$
|
24,414
|
|
|
$
|
7,155
|
|
|
$
|
31,569
|
|
Point in Time
|
1,592
|
|
|
—
|
|
|
1,592
|
|
|
803
|
|
|
—
|
|
|
803
|
|
||||||
|
$
|
26,699
|
|
|
$
|
7,526
|
|
|
$
|
34,225
|
|
|
$
|
25,217
|
|
|
$
|
7,155
|
|
|
$
|
32,372
|
|
|
Nine Months Ended January 31, 2020
|
|
Nine Months Ended January 31, 2019
|
||||||||||||||||||||
|
Domestic
|
|
International
|
|
Total
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||
Over Time
|
$
|
83,292
|
|
|
$
|
25,713
|
|
|
$
|
109,005
|
|
|
$
|
86,973
|
|
|
$
|
19,893
|
|
|
$
|
106,866
|
|
Point in Time
|
4,278
|
|
|
—
|
|
|
4,278
|
|
|
4,936
|
|
|
—
|
|
|
4,936
|
|
||||||
|
$
|
87,570
|
|
|
$
|
25,713
|
|
|
$
|
113,283
|
|
|
$
|
91,909
|
|
|
$
|
19,893
|
|
|
$
|
111,802
|
|
|
January 31, 2020
|
|
April 30, 2019
|
||||
Finished products
|
$
|
3,135
|
|
|
$
|
4,139
|
|
Work in process
|
1,796
|
|
|
2,179
|
|
||
Raw materials
|
10,315
|
|
|
10,888
|
|
||
|
$
|
15,246
|
|
|
$
|
17,206
|
|
|
|
January 31, 2020
|
||||||||||
Financial Assets
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Trading securities held in non-qualified compensation plans (1)
|
|
$
|
2,749
|
|
|
$
|
—
|
|
|
$
|
2,749
|
|
Cash surrender value of life insurance policies (1)
|
|
—
|
|
|
76
|
|
|
76
|
|
|||
Total
|
|
$
|
2,749
|
|
|
$
|
76
|
|
|
$
|
2,825
|
|
Financial Liabilities
|
|
|
|
|
|
|
||||||
Non-qualified compensation plans (2)
|
|
$
|
—
|
|
|
$
|
3,182
|
|
|
$
|
3,182
|
|
Total
|
|
$
|
—
|
|
|
$
|
3,182
|
|
|
$
|
3,182
|
|
|
|
April 30, 2019
|
||||||||||
Financial Assets
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Trading securities held in non-qualified compensation plans (1)
|
|
$
|
3,057
|
|
|
$
|
—
|
|
|
$
|
3,057
|
|
Cash surrender value of life insurance policies (1)
|
|
—
|
|
|
76
|
|
|
76
|
|
|||
Total
|
|
$
|
3,057
|
|
|
$
|
76
|
|
|
$
|
3,133
|
|
Financial Liabilities
|
|
|
|
|
|
|
||||||
Non-qualified compensation plans (2)
|
|
$
|
—
|
|
|
$
|
3,519
|
|
|
$
|
3,519
|
|
Interest rate swap derivatives
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total
|
|
$
|
—
|
|
|
$
|
3,520
|
|
|
$
|
3,520
|
|
(1)
|
The Company maintains two non-qualified compensation plans which include investment assets in a rabbi trust. These assets consist of marketable securities, which are valued using quoted market prices multiplied by the number of shares owned, and life insurance policies, which are valued at their cash surrender value.
|
(2)
|
Plan liabilities are equal to the individual participants’ account balances and other earned retirement benefits.
|
|
|
Operating
|
|
Financing
|
||||
Remainder of fiscal 2020
|
|
$
|
628
|
|
|
$
|
8
|
|
2021
|
|
2,351
|
|
|
32
|
|
||
2022
|
|
2,051
|
|
|
32
|
|
||
2023
|
|
1,516
|
|
|
32
|
|
||
2024
|
|
1,234
|
|
|
31
|
|
||
Thereafter
|
|
5,141
|
|
|
42
|
|
||
Total Minimum Lease Payments
|
|
$
|
12,921
|
|
|
$
|
177
|
|
Imputed Interest
|
|
(1,946
|
)
|
|
(42
|
)
|
||
Total
|
|
$
|
10,975
|
|
|
$
|
135
|
|
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
|
|||||||||
|
2020
|
2019
|
|
2020
|
2019
|
||||||||
|
|
|
|
|
|
||||||||
Basic
|
2,750
|
|
|
2,744
|
|
|
|
2,750
|
|
|
2,741
|
|
|
Dilutive effect of stock options and RSUs
|
—
|
|
|
50
|
|
|
|
—
|
|
|
58
|
|
|
Weighted average common shares outstanding - diluted
|
2,750
|
|
|
2,794
|
|
|
|
2,750
|
|
|
2,799
|
|
|
|
Three Months Ended January 31, 2020
|
|
Three Months Ended January 31, 2019
|
||||
Service cost
|
$
|
0
|
|
|
$
|
0
|
|
Interest cost
|
208
|
|
|
214
|
|
||
Expected return on plan assets
|
(355
|
)
|
|
(362
|
)
|
||
Recognition of net loss
|
260
|
|
|
221
|
|
||
Net periodic pension expense
|
$
|
113
|
|
|
$
|
73
|
|
|
Nine Months Ended January 31, 2020
|
|
Nine Months Ended January 31, 2019
|
||||
Service cost
|
$
|
0
|
|
|
$
|
0
|
|
Interest cost
|
624
|
|
|
644
|
|
||
Expected return on plan assets
|
(1,065
|
)
|
|
(1,086
|
)
|
||
Recognition of net loss
|
780
|
|
|
663
|
|
||
Net periodic pension expense
|
$
|
339
|
|
|
$
|
221
|
|
|
Domestic
Operations
|
|
International
Operations
|
|
Corporate /
Eliminations
|
|
Total
|
||||||||
Three months ended January 31, 2020
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
26,699
|
|
|
$
|
7,526
|
|
|
$
|
—
|
|
|
$
|
34,225
|
|
Intersegment revenues
|
302
|
|
|
659
|
|
|
(961
|
)
|
|
—
|
|
||||
Earnings (loss) before income taxes
|
$
|
(867
|
)
|
|
$
|
513
|
|
|
$
|
(1,897
|
)
|
|
$
|
(2,251
|
)
|
Three months ended January 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
25,217
|
|
|
$
|
7,155
|
|
|
$
|
—
|
|
|
$
|
32,372
|
|
Intersegment revenues
|
612
|
|
|
2,135
|
|
|
(2,747
|
)
|
|
—
|
|
||||
Earnings (loss) before income taxes
|
$
|
60
|
|
|
$
|
1,020
|
|
|
$
|
(1,045
|
)
|
|
$
|
35
|
|
|
Domestic
Operations
|
|
International
Operations
|
|
Corporate /
Eliminations
|
|
Total
|
||||||||
Nine months ended January 31, 2020
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
87,570
|
|
|
$
|
25,713
|
|
|
$
|
—
|
|
|
$
|
113,283
|
|
Intersegment revenues
|
3,388
|
|
|
2,142
|
|
|
(5,530
|
)
|
|
—
|
|
||||
Earnings (loss) before income taxes
|
$
|
1,439
|
|
|
$
|
1,622
|
|
|
$
|
(4,805
|
)
|
|
$
|
(1,744
|
)
|
Nine months ended January 31, 2019
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
$
|
91,909
|
|
|
$
|
19,893
|
|
|
$
|
—
|
|
|
$
|
111,802
|
|
Intersegment revenues
|
1,490
|
|
|
3,969
|
|
|
(5,459
|
)
|
|
—
|
|
||||
Earnings (loss) before income taxes
|
$
|
6,005
|
|
|
$
|
2,174
|
|
|
$
|
(4,491
|
)
|
|
$
|
3,688
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 6.
|
Exhibits
|
|
|
|
|
10.1
|
|
|
|
10.84*
|
|
|
|
10.85*
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
KEWAUNEE SCIENTIFIC CORPORATION
(Registrant)
|
|
|
|
|
|
Date: March 13, 2020
|
|
By
|
/s/ Donald T. Gardner III
|
|
|
|
Donald T. Gardner III
|
|
|
|
(As duly authorized officer and Vice President, Finance and Chief Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Thomas D. Hull III
|
Thomas D. Hull III
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Donald T. Gardner III
|
Donald T. Gardner III
|
Vice President, Finance and Chief Financial Officer
|
(1)
|
such Form 10-Q of the Company for the period ended January 31, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Form 10-Q of the Company for the period ended January 31, 2020, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Thomas D. Hull III
|
Thomas D. Hull III
|
President and Chief Executive Officer
|
(1)
|
such Form 10-Q of the Company for the period ended January 31, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in such Form 10-Q of the Company for the period ended January 31, 2020, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Donald T. Gardner III
|
Donald T. Gardner III
|
Vice President, Finance and
Chief Financial Officer
|