KEWAUNEE SCIENTIFIC CORP /DE/ (Form: 10-Q, Received: 03/13/2017 15:34:25)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January 31, 2017

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

For the transition period from to

Commission file number 0-5286

KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		38-0715562
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2700 West Front Street Statesville, North Carolina		28677-2927
(Address of principal executive offices)		(Zip Code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

As of March 6, 2017, the registrant had outstanding 2,711,953 shares of Common Stock.

KEWAUNEE SCIENTIFIC CORPORATION

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2017


		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Operations (unaudited) – Three and nine months ended January 31, 2017 and 2016		1

	Consolidated Statements of Comprehensive Income (unaudited) – Three and nine months ended January 31, 2017 and 2016		2

	Consolidated Statement of Stockholders’ Equity (unaudited) – Nine months ended January 31, 2017		3

	Consolidated Balance Sheets – January 31, 2017 (unaudited) and April 30, 2016		4

	Consolidated Statements of Cash Flows (unaudited) – Nine months ended January 31, 2017 and 2016		5

	Notes to Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11

Item 4.	Controls and Procedures		11

PART II. OTHER INFORMATION

Item 6.	Exhibits		12

SIGNATURE			13

Part 1. Financial Information

Item 1. Financial Statements

Kewaunee Scientific Corporation

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)


	Three months ended January 31						Nine months ended January 31
	2017			2016			2017			2016
Net sales	$	30,371		$	32,410		$	103,979		$	94,536
Costs of products sold		25,339			26,922			84,704			77,673

Gross profit		5,032			5,488			19,275			16,863
Operating expenses		4,590			4,441			14,484			13,163

Operating earnings		442			1,047			4,791			3,700
Other income		120			109			358			296
Interest expense		(71	)		(83	)		(229	)		(236	)

Earnings before income taxes		491			1,073			4,920			3,760
Income tax expense		133			225			1,695			1,242

Net earnings		358			848			3,225			2,518
Less: net earnings attributable to the noncontrolling interest		17			18			98			53

Net earnings attributable to Kewaunee Scientific Corporation	$	341		$	830		$	3,127		$	2,465

Net earnings per share attributable to Kewaunee Scientific Corporation stockholders
Basic	$	0.13		$	0.31		$	1.16		$	0.93
Diluted	$	0.13		$	0.31		$	1.15		$	0.92
Weighted average number of common shares outstanding
Basic		2,711			2,682			2,703			2,661
Diluted		2,734			2,699			2,724			2,683

See accompanying notes to consolidated financial statements.

Kewaunee Scientific Corporation

Consolidated Statements of Comprehensive Income

(Unaudited)

(in thousands)


	Three months ended January 31						Nine months ended January 31
	2017			2016			2017			2016
Net earnings	$	358		$	848		$	3,225		$	2,518

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(63	)		(221	)		(232	)		(435	)
Change in fair value of cash flow hedge		35			—			53			11

Other comprehensive income (loss)		(28	)		(221	)		(179	)		(424	)

Comprehensive income, net of tax		330			627			3,046			2,094
Less: comprehensive income attributable to the noncontrolling interest		17			18			98			53

Comprehensive income attributable to Kewaunee Scientific Corporation	$	313		$	609		$	2,948		$	2,041

See accompanying notes to consolidated financial statements.

Kewaunee Scientific Corporation

Consolidated Statement of Stockholders’ Equity

(Unaudited)

(in thousands, except shares and per share amounts)


	Common Stock		Additional Paid-in Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at April 30, 2016	$	6,720	$	2,375	$	(53	)	$	36,826		$	(7,626	)	$	38,242
Net earnings attributable to Kewaunee Scientific Corporation		—		—		—			3,127			—			3,127
Other comprehensive loss		—		—		—			—			(179	)		(179	)
Cash dividends paid, $0.43 per share		—		—		—			(1,163	)		—			(1,163	)
Stock options exercised, 48,650 shares		67		74		—			—			—			141
Stock based compensation		—		150		—			—			—			150

Balance at January 31, 2017	$	6,787	$	2,599	$	(53	)	$	38,790		$	(7,805	)	$	40,318

See accompanying notes to consolidated financial statements.

Kewaunee Scientific Corporation

Consolidated Balance Sheets

(in thousands, except per share amounts)


	January 31, 2017			April 30, 2016
	(Unaudited)
*Assets*
Current Assets:
Cash and cash equivalents	$	8,254		$	5,222
Restricted cash		1,438			1,567
Receivables, less allowance; $143; $202, on each respective date		25,787			27,835
Inventories		15,731			15,626
Prepaid expenses and other current assets		1,004			707

Total Current Assets		52,214			50,957
Property, plant and equipment, at cost		51,797			49,928
Accumulated depreciation		(37,449	)		(35,810	)

Net Property, Plant and Equipment		14,348			14,118
Deferred income taxes		3,404			3,392
Other		3,679			3,938

Total Other Assets		7,083			7,330

Total Assets	$	73,645		$	72,405

*Liabilities and Equity*
Current Liabilities:
Short-term borrowings and interest rate swaps	$	4,679		$	3,818
Current portion of long-term debt		421			421
Accounts payable		10,105			11,722
Employee compensation and amounts withheld		2,041			2,333
Deferred revenue		548			785
Other accrued expenses		2,591			1,871

Total Current Liabilities		20,385			20,950
Long-term debt		3,033			3,349
Accrued pension and deferred compensation costs		9,510			9,554

Total Liabilities		32,928			33,853
Commitments and Contingencies
Stockholders’ Equity:
Common Stock, $2.50 par value, Authorized – 5,000 shares; Issued – 2,715; 2,688 shares; – Outstanding – 2,712 shares; 2,685 shares, on each respective date		6,787			6,720
Additional paid-in-capital		2,599			2,375
Retained earnings		38,790			36,826
Accumulated other comprehensive loss		(7,805	)		(7,626	)
Common stock in treasury, at cost, 3 shares, on each date		(53	)		(53	)

Total Kewaunee Scientific Corporation Stockholders’ Equity		40,318			38,242
Noncontrolling interest		399			310

Total Equity		40,717			38,552

Total Liabilities and Equity	$	73,645		$	72,405

See accompanying notes to consolidated financial statements.

Kewaunee Scientific Corporation

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Nine months ended January 31
	2017			2016
*Cash flows from operating activities:*
Net earnings	$	3,225		$	2,518
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		1,960			1,850
Bad debt provision		(42	)		7
Stock based compensation expense		150			146
(Expense) benefit for deferred income tax expense		(12	)		40
Change in assets and liabilities:
Decrease (increase) in receivables		2,090			(310	)
(Increase) in inventories		(105	)		(3,409	)
(Decrease) increase in accounts payable and other accrued expenses		(1,189	)		1,663
(Decrease) increase in deferred revenue		(237	)		467
Other, net		11			164

Net cash provided by operating activities		5,851			3,136
*Cash flows from investing activities:*
Capital expenditures		(2,190	)		(1,708	)
Decrease in restricted cash		129			832

Net cash used in investing activities		(2,061	)		(876	)
*Cash flows from financing activities:*
Dividends paid		(1,163	)		(1,012	)
Dividends paid to noncontrolling interest in subsidiaries		—			(75	)
Increase in short-term borrowings and interest rate swaps		861			583
Payments on long-term debt		(316	)		(316	)
Payment toward purchase of noncontrolling interest in subsidiary		—			(888	)
Net proceeds from exercise of stock options (including tax benefit)		141			459

Net cash used in financing activities		(477	)		(1,249	)
Effect of exchange rate changes on cash		(281	)		(346	)

*Increase in cash and cash equivalents*		3,032			665
*Cash and cash equivalents, beginning of period*		5,222			3,044

*Cash and cash equivalents, end of period*	$	8,254		$	3,709

See accompanying notes to consolidated financial statements.

Kewaunee Scientific Corporation

Notes to Consolidated Financial Statements

(unaudited)

A. Financial Information

The unaudited interim consolidated financial statements of Kewaunee Scientific Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These interim consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of these financial statements and should be read in conjunction with the consolidated financial statements and notes included in the Company’s 2016 Annual Report to Stockholders. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The consolidated balance sheet as of April 30, 2016 included in this interim period filing has been derived from the audited financial statements at that date, but does not include all of the information and related notes required by generally accepted accounting principles (GAAP) for complete financial statements.

The preparation of the interim consolidated financial statements requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

B. Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during the three and nine month periods. 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 anti-dilutive effect. Options to purchase 39,200 shares were not included in the computation of diluted earnings per share for the three and nine month periods ended January 31, 2017, because the option exercise prices were greater than the average market price of the common shares at that date, and accordingly, such options would have an antidilutive effect. Options to purchase 111,400 shares were not included in the computation of diluted earnings per share for the three and nine month periods ended January 31, 2016, because the effect would be anti-dilutive.

C. Inventories

Inventories consisted of the following (in thousands):


	January 31, 2017		April 30, 2016
Finished products	$	3,568	$	3,707
Work in process		2,101		1,889
Raw materials		10,062		10,030

	$	15,731	$	15,626

The Company uses the last-in, first-out (LIFO) method of valuing inventory for its domestic operations, which represents $14,272,000 of inventory at January 31, 2017 and $13,373,000 at April 30, 2016. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs, and are subject to the final year-end LIFO inventory valuation.

D. Segment Information

The following table provides financial information by business segments for the three and nine months ended January 31, 2017 and 2016 (in thousands):


	Domestic Operations		International Operations		Corporate			Total
Three months ended January 31, 2017
Revenues from external customers	$	25,313	$	5,058	$	—		$	30,371
Intersegment revenues		344		538		(882	)		—
Earnings (loss) before income taxes		563		943		(1,015	)		491
Three months ended January 31, 2016
Revenues from external customers	$	25,423	$	6,987	$	—		$	32,410
Intersegment revenues		1,196		421		(1,617	)		—
Earnings (loss) before income taxes		1,586		702		(1,215	)		1,073

	Domestic Operations		International Operations		Corporate			Total
Nine months ended January 31, 2017
Revenues from external customers	$	83,161	$	20,818	$	—		$	103,979
Intersegment revenues		3,781		2,936		(6,717	)		—
Earnings (loss) before income taxes		5,580		3,010		(3,670	)		4,920
Nine months ended January 31, 2016
Revenues from external customers	$	76,017	$	18,519	$	—		$	94,536
Intersegment revenues		1,642		1,694		(3,336	)		—
Earnings (loss) before income taxes		5,346		2,002		(3,588	)		3,760

E. Defined Benefit Pension Plans

The Company has non-contributory defined benefit pension plans covering substantially all domestic salaried and hourly employees. These plans were amended as of April 30, 2005, no further benefits have been, or will be, earned under the plans, subsequent to the amendment date, and no additional participants will be added to the plans. Contributions of $555,000 were paid to the plans during the nine months ended January 31, 2017 and the Company does not expect any contributions to be paid to the plans during the remainder of the fiscal year. Contributions of $64,000 were paid to the plans during the nine months ended January 31, 2016.

Pension expense consisted of the following (in thousands):


	Three months ended January 31, 2017			Three months ended January 31, 2016
Service cost	$	-0-		$	-0-
Interest cost		232			224
Expected return on plan assets		(311	)		(334	)
Recognition of net loss		314			329

Net periodic pension expense	$	235		$	219


	Nine months ended January 31, 2017			Nine months ended January 31, 2016
Service cost	$	-0-		$	-0-
Interest cost		695			684
Expected return on plan assets		(932	)		(1,022	)
Recognition of net loss		942			917

Net periodic pension expense	$	705		$	579

F. Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and equivalents, mutual funds, cash surrender value of life insurance policies and short-term borrowings. The carrying values of these assets and liabilities approximate their fair value. The following tables summarize the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring and nonrecurring basis as of January 31, 2017 and April 30, 2016 (in thousands):


	January 31, 2017
Financial Assets	Level 1		Level 2		Total
Trading securities held in non-qualified compensation plans (1)	$	3,608	$	—	$	3,608
Cash surrender value of life insurance policies (1)		—		62		62

Total	$	3,608	$	62	$	3,670

Financial Liabilities
Non-qualified compensation plans (2)	$	—	$	4,021	$	4,021
Interest rate swap derivatives		—		80		80

Total	$	—	$	4,101	$	4,101


	April 30, 2016
Financial Assets	Level 1		Level 2		Total
Trading securities held in non-qualified compensation plans (1)	$	3,867	$	—	$	3,867
Cash surrender value of life insurance policies (1)		—		62		62

Total	$	3,867	$	62	$	3,929

Financial Liabilities
Non-qualified compensation plans (2)	$	—	$	4,215	$	4,215
Interest rate swap derivatives		—		166		166

Total	$	—	$	4,381	$	4,381

(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.

G. New Accounting Standards

In May 2014, the FASB issued ASU 2014-9, “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, this guidance was amended deferring the effective date to annual reporting periods beginning after December 15, 2017. The Company will adopt this standard in fiscal year 2019. The Company has not yet determined the effect, if any, that the adoption of this standard will have on the Company’s financial position or results of operations.

In November 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-17, “Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes.” This guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Instead, the update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted prospectively or retrospectively. The Company early adopted this guidance prospectively beginning with the Consolidated Balance Sheet at April 30, 2016. Prior periods were not retrospectively adjusted.

In April 2015, the FASB issued ASU 2015-03, “Interest (Topic 835) – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company adopted this standard effective May 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company’s 2016 Annual Report to Stockholders contains management’s discussion and analysis of financial condition and results of operations as of and for the year ended April 30, 2016. The following discussion and analysis describes material changes in the Company’s financial condition since April 30, 2016. The analysis of results of operations compares the three and nine months ended January 31, 2017 with the comparable periods of the prior year.

Results of Operations

Sales for the three months ended January 31, 2017 were $30,371,000, a decrease of 6.3% from sales of $32,410,000 in the comparable period of the prior year. Sales from Domestic Operations were $25,313,000, relatively unchanged from $25,423,000 in the comparable period of the prior year. Sales from International Operations were $5,058,000, down 27.6% from $6,987,000 in the comparable period of the prior year. The decrease in international sales was due to a large order shipped in the prior year period that did not repeat.

Sales for the nine months ended January 31, 2017 were $103,979,000, up 10.0% from sales of $94,536,000 in the same period last year. Domestic Operations sales for the nine-month period were $83,161,000, up 9.4% from sales of $76,017,000 in the same period last year. International Operations sales were $20,818,000, up 12.4% from sales of $18,519,000 in the same period last year.

The order backlog was $106.9 million at January 31, 2017, as compared to $101.1 million at October 31, 2016 and $95.2 million at January 31, 2016.

The gross profit margin for the three months ended January 31, 2017 was 16.6% of sales, as compared to 16.9% of sales in the comparable quarter of the prior year. The gross profit margin for the nine months ended January 31, 2017 was 18.5% of sales, as compared to 17.8% in the same period last year. The decrease in the gross profit margin percentage for the three month period ending January 31, 2017 was due to lower sales volume and unfavorable overhead absorption. The increase in the gross profit margin percentage for the current nine month period was primarily due to favorable operating leverage from higher volumes being produced during the first half of the year.

Operating expenses for the three months ended January 31, 2017 were $4,590,000, or 15.1% of sales, as compared to $4,441,000, or 13.7% of sales, in the comparable period of the prior year. The increase in operating expenses for the three months ended January 31, 2017 is related primarily to increases in wages and benefits of $195,000, pension expense of $16,000, professional services of $63,000, sales and marketing of $59,000 and an increase of $163,000 in operating expenses for the Company’s International operations, partially offset by decreases of bad debt expenses of $48,000, incentive compensation of $148,000 and $154,000 of non-recurring expenses incurred in the comparable period of the prior year.

Operating expenses for the nine months ended January 31, 2017 were $14,484,000, or 13.9% of sales, as compared to $13,163,000, or 13.9% of sales in the comparable period of the prior year. The increase in operating expenses for the nine months ended January 31, 2017 is related primarily to increases in wages and benefits of $514,000, incentive compensation of $210,000, pension expense of $126,000, professional services of $380,000, sales and marketing of $216,000 and an increase of $395,000 in operating expenses for the Company’s International operations, partially offset by decreases of bad debt expenses of $49,000 and $678,000 of non-recurring expenses incurred in the comparable period of the prior year.

Interest expense was $71,000 and $229,000 for the three and nine months ended January 31, 2017, respectively, as compared to $83,000 and $236,000 for the comparable periods of the prior year. The decreases for the current year periods resulted primarily from lower borrowing levels.

Income tax expense of $133,000 was recorded for the three months ended January 31, 2017, as compared to income tax expense of $225,000 recorded for the comparable period of the prior year. Income tax expense of $1,695,000 was recorded for the nine months ended January 31, 2017, as compared to income tax expense of $1,242,000 recorded for the comparable period of the prior year. The effective tax rate was 27.1% and 21.0% for the three-month periods ended January 31, 2017 and 2016, respectively. The effective tax rates were 34.5% and 33.0% for the nine months ended January 31, 2017 and 2016, respectively. The lower effective tax rates for the prior three and nine month periods was due to the favorable impact of the reinstatement of the federal research and development tax credits.

Noncontrolling interests related to the Company’s subsidiary that is not 100% owned by the Company reduced net earnings by $17,000 for the three months ended January 31, 2017, as compared to $18,000 for the comparable period of the prior year. Net earnings were reduced by $98,000 and $53,000 for the nine months ended January 31, 2017 and 2016, respectively. The changes in the amounts between each of these periods were directly attributable to changes in the amounts of net income reported for the Company’s one subsidiary that is not 100% owned by the Company.

Net earnings of $341,000, or $0.13 per diluted share, were reported for the three months ended January 31, 2017, compared to net earnings of $830,000, or $0.31 per diluted share, in the prior year period. Net earnings of $3,127,000, or $1.15 per diluted share, were reported for the nine months ended January 31, 2017, compared to net earnings of $2,465,000, or $0.92 per diluted share, for the same period last year.

Liquidity and Capital Resources

Historically, the Company’s principal sources of liquidity have been funds generated from operations, supplemented as needed by short-term borrowings under the Company’s revolving credit facility. Additionally, certain machinery and equipment are financed by non-cancellable operating leases or capital leases. The Company believes that these sources will be sufficient to support ongoing business requirements in the current fiscal year, including capital expenditures.

The Company had working capital of $31,829,000 at January 31, 2017, compared to $30,007,000 at April 30, 2016. The ratio of current assets to current liabilities was 2.6-to-1.0 at January 31, 2017, compared to 2.4-to-1.0 at April 30, 2016. At January 31, 2017, advances of $4,540,000 were outstanding under the Company’s bank revolving credit facility, compared to advances of $3,600,000 outstanding as of April 30, 2016. The Company had standby letters of credit outstanding of $4,210,000 at January 31, 2017 and April 30, 2016. Amounts available under the $20 million revolving credit facility were $11.3 million and $12.2 million at January 31, 2017 and April 30, 2016, respectively. Total bank borrowings were $8,133,000 at January 31, 2017, compared to $7,588,000 at April 30, 2016.

The Company’s operations provided cash of $5,851,000 during the nine months ended January 31, 2017. Cash was primarily provided from earnings, and a decrease in receivables of $2,090,000, partially offset by an increase in accounts payable and other accrued expenses of $1,189,000. The Company’s operations provided cash of $3,136,000 during the nine months ended January 31, 2016. Cash was primarily provided from earnings and an increase in accounts payable and other accrued expenses of $1,663,000, and deferred revenue of $467,000, which was partially offset by an increase in accounts receivable of $310,000, and an increase in inventories of $3,409,000.

During the nine months ended January 31, 2017, the Company used cash of $2,190,000 in investing activities for capital expenditures, partially offset by a decrease in restricted cash of $129,000. This compares to the net use of cash of $876,000 for investing activities in the comparable period of the prior year for capital expenditures of $1,708,000, partially offset by a decrease of $832,000 in restricted cash.

The Company’s financing activities used cash of $477,000 during the nine months ended January 31, 2017, primarily for cash dividends of $1,163,000 and payment on long-term debt of $316,000, partially offset by an increase in short-term borrowings of $861,000. The Company’s financing activities used cash of $1,249,000 during the nine months ended January 31, 2016 for the final payment of $888,000 toward the purchase of the noncontrolling interest in a foreign subsidiary, cash dividends of $1,012,000 paid to stockholders, cash dividend of $75,000 paid to minority interest holders, and payments of $316,000 on long-term debt, partially offset by an increase in short-term borrowings of $583,000 and net proceeds of $459,000 from the exercise of stock options.

Outlook

The Company’s ability to predict future demand for its products continues to be limited given its role as subcontractor or supplier to dealers for subcontractors. Demand for the Company’s products is also dependent upon the number of laboratory construction projects planned and/or current progress in projects already under construction. The Company’s earnings are also impacted by fluctuations in prevailing pricing for projects in the laboratory construction marketplace and increased costs of raw materials, including stainless steel, wood, and epoxy resin, and whether the Company is able to increase product prices to customers in amounts that correspond to such increases without materially and adversely affecting sales. Additionally, since prices are normally quoted on a firm basis in the industry, the Company bears the burden of possible increases in labor and material costs between the quotation of an order and delivery of a product. Looking forward the Company is optimistic that the sales and earnings improvement will be sustained during the balance of fiscal year 2017 as our order backlog and opportunities in the marketplace remain strong.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report, including statements regarding the Company’s future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties and assumptions, including industry and economic conditions, that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, competitive and general economic conditions, both domestically and internationally; changes in customer demands; dependence on customers’ required delivery schedules; risks related to fluctuations in the Company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; and acts of terrorism, war, governmental action, natural disasters and other Force Majeure events. Many important factors that could cause such a difference are described under the caption “Risk Factors” in Item 1A in the Company’s 2016 Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this document. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There are no material changes to the disclosures made on this matter in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2016.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

An evaluation was performed under the supervision and the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of January 31, 2017. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of January 31, 2017, the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that all material information required to be filed in this quarterly report is made known to them by others within the Company and its subsidiaries.

(b) Changes in internal controls

There was no significant change in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 6. Exhibits



10.1C*		Third Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation.

10.2C*		Third Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	KEWAUNEE SCIENTIFIC CORPORATION
	(Registrant)

Date: March 13, 2017	By	/s/ Thomas D. Hull III
		Thomas D. Hull III
		(As duly authorized officer and Vice President, Finance and Chief Financial Officer)

Exhibit 10.1C

Third Amendment

To The

Re-Established Retirement Plan for Salaried Employees of

Kewaunee Scientific Corporation

( As Amended and Restated as of May 1, 2012 )

THIS AMENDMENT, made and executed by Kewaunee Scientific Corporation (the “Company”):

W I T N E S S E T H

WHEREAS, Kewaunee Scientific Corporation (the “ Corporation ”) maintains the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation (the “ Salaried Retirement Plan ”) for the benefit of its eligible employees; and

WHEREAS, the Corporation has reserved the right in Section 12.2 of the Salaried Retirement Plan to amend the Salaried Retirement Plan from time to time by action of its Board of Directors or any person to whom the Board of Directors may delegate such right; and

WHEREAS, the Corporation previously explored amending the Salaried Retirement Plan to provide for a special window period under the Salaried Retirement Plan during which certain eligible participants may elect distribution in the form of an immediate lump sum or an immediate monthly annuity, subject to certain terms and conditions (a “ Window Period ”); and

WHEREAS, the Board of Directors previously approved the adoption and implementation of a Window Period and a related Amendment to the Salaried Retirement Plan, with such Window Period (i) to begin at such time as determined by the appropriate officers of the Corporation but to be completed by no later than April 30, 2017, (ii) to extend for a period of up to 90 days, with the specific period determined by the appropriate officers of the Corporation, (iii) intended to be available to deferred vested participants (or as otherwise determined by the appropriate officers of the Corporation) whose accrued benefits have a present value that does not exceed $25,000 or such lower amount as determined by the appropriate officers of the Corporation, and (iv) to have such other terms and conditions as the appropriate officers of the Corporation deem necessary or desirable; and

WHEREAS, the Corporation desires to further explore the considerations associated with the proposed Window Period under the Salaried Retirement Plan and therefore wishes to postpone any such Window Period under the Salaried Retirement Plan from the timeframe previously established by the Board of Directors; and

WHEREAS, the Board of Directors wishes to accommodate further analysis by the Corporation regarding the potential Window Period under the Salaried Retirement Plan and accordingly suspend the deadline it previously established;

IT IS THEREFORE RESOLVED, the Board of Directors hereby suspends indefinitely the previous deadline that it established for the Window Period under the Salaried Retirement Plan to such time or times as the appropriate officers of the Corporation determine if and when to proceed with one or more Window Periods;

FURTHER RESOLVED , that the appropriate officers of the Corporation are authorized to design, in their discretion, one or more Window Periods under the Salaried Retirement Plan to be available to deferred vested participants (or as otherwise determined by the appropriate officers of the Corporation) whose accrued benefits under the Salaried Retirement Plan have a present value that does not exceed $25,000 or such lower amount as determined by the appropriate officers of the Corporation and with such other terms and conditions as the appropriate officers of the Corporation deem necessary or desirable;

FURTHER RESOLVED, that the Board of Directors hereby approves the adoption and implementation of one or more Window Periods under the Salaried Retirement Plan by the Corporation consistent with the foregoing resolutions, without further action by the Board of Directors;

FURTHER RESOLVED, that the Board of Directors hereby authorizes the appropriate officers of the Corporation to prepare and adopt one or more Amendments to the Salaried Retirement Plan to provide for any such Window Periods and related terms and conditions, as such officers determine necessary and desirable, without further action by the Board of Directors; and

FURTHER RESOLVED, that the officers of the Corporation and their delegates are authorized, empowered and directed to proceed with all actions they deem necessary, appropriate or desirable to implement any such Window Periods under the Salaried Retirement Plan, to adopt and approve the related Amendment(s) to the Salaried Retirement Plan, and to carry out the full intent and purposes of the foregoing resolutions, including without limitation the preparation of participant communications and the filing of any governmental notices.

Ratification; Further Assurances

RESOLVED, that any and all actions of the officers of the Corporation (and their delegates) heretofore taken with respect to any and all matters referred to in the foregoing resolutions be, and they hereby are, ratified, confirmed and approved in all respects; and be it

FURTHER RESOLVED, that the appropriate officers of the Corporation be, and they hereby are, authorized and empowered, in the name and on behalf of the Corporation, to take any and all additional actions, to make or cause to be made and to execute and deliver all such additional agreements, documents, instruments and certifications, to do or cause to be done all such acts and things, to take all such steps and to make all such remittances, in each case as any one or more of such officers may at any time or times deem necessary, desirable, advisable, profitable or expedient in order to carry out the full intent and purposes of these resolutions.

IN WITNESS WHEREOF, this Amendment to the Re-Established Retirement Plan for Salaried Employees of Kewaunee Scientific Corporation is hereby properly executed on the 6th day of December, 2016.


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ Thomas D. Hull III
		Thomas D. Hull III Vice President, Finance On behalf of the Board of Directors

Exhibit 10.2C

Third Amendment

To The

Re-Established Retirement Plan for Hourly Employees of

Kewaunee Scientific Corporation

( As Amended and Restated as of May 1, 2012 )

THIS AMENDMENT, made and executed by Kewaunee Scientific Corporation (the “Company”):

W I T N E S S E T H

WHEREAS, the Corporation maintains the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation (the “ Hourly Retirement Plan ”) for the benefit of its eligible employees; and

WHEREAS, the Corporation has reserved the right in Section 12.2 of the Hourly Retirement Plan to amend the Hourly Retirement Plan from time to time by action of its Board of Directors or any person to whom the Board of Directors may delegate such right; and

WHEREAS, the Corporation previously explored amending the Hourly Retirement Plan to provide for a special window period under the Hourly Retirement Plan during which certain eligible participants may elect distribution in the form of an immediate lump sum or an immediate monthly annuity, subject to certain terms and conditions (a “ Window Period ”); and

WHEREAS, the Board of Directors previously approved the adoption and implementation of a Window Period and a related Amendment to the Hourly Retirement Plan, with such Window Period (i) to begin at such time as determined by the appropriate officers of the Corporation but to be completed by no later than April 30, 2017, (ii) to extend for a period of up to 90 days, with the specific period determined by the appropriate officers of the Corporation, (iii) intended to be available to deferred vested participants (or as otherwise determined by the appropriate officers of the Corporation) whose accrued benefits have a present value that does not exceed $25,000 or such lower amount as determined by the appropriate officers of the Corporation, and (iv) to have such other terms and conditions as the appropriate officers of the Corporation deem necessary or desirable; and

WHEREAS, the Corporation desires to further explore the considerations associated with the proposed Window Period under the Hourly Retirement Plan and therefore wishes to postpone any such Window Period under the Hourly Retirement Plan from the timeframe previously established by the Board of Directors; and

WHEREAS, the Board of Directors wishes to accommodate further analysis by the Corporation regarding the potential Window Period under the Hourly Retirement Plan and accordingly suspend the deadline it previously established;

IT IS THEREFORE RESOLVED, the Board of Directors hereby suspends indefinitely the previous deadline that it established for the Window Period under the Hourly Retirement Plan to such time or times as the appropriate officers of the Corporation determine if and when to proceed with one or more Window Periods;

FURTHER RESOLVED , that the appropriate officers of the Corporation are authorized to design, in their discretion, one or more Window Periods under the Hourly Retirement Plan to be available to deferred vested participants (or as otherwise determined by the appropriate officers of the Corporation) whose accrued benefits under the Hourly Retirement Plan have a present value that does not exceed $25,000 or such lower amount as determined by the appropriate officers of the Corporation and with such other terms and conditions as the appropriate officers of the Corporation deem necessary or desirable;

FURTHER RESOLVED, that the Board of Directors hereby approves the adoption and implementation of one or more Window Periods under the Hourly Retirement Plan by the Corporation consistent with the foregoing resolutions, without further action by the Board of Directors;

FURTHER RESOLVED, that the Board of Directors hereby authorizes the appropriate officers of the Corporation to prepare and adopt one or more Amendments to the Hourly Retirement Plan to provide for any such Window Periods and related terms and conditions, as such officers determine necessary and desirable, without further action by the Board of Directors; and

FURTHER RESOLVED, that the officers of the Corporation and their delegates are authorized, empowered and directed to proceed with all actions they deem necessary, appropriate or desirable to implement any such Window Periods under the Hourly Retirement Plan, to adopt approve the related Amendment(s) to the Hourly Retirement Plan, and to carry out the full intent and purposes of the foregoing resolutions, including without limitation the preparation of participant communications and the filing of any governmental notices.

Ratification; Further Assurances

IN WITNESS WHEREOF, this Amendment to the Re-Established Retirement Plan for Hourly Employees of Kewaunee Scientific Corporation is hereby properly executed on the 6th day of December, 2016.


KEWAUNEE SCIENTIFIC CORPORATION

By:		/s/ Thomas D. Hull III
		Thomas D. Hull III Vice President, Finance On behalf of the Board of Directors

Exhibit 31.1

CERTIFICATIONS

I, David M. Rausch, certify that:

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 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.

Date: March 13, 2017

/s/ David M. Rausch

David M. Rausch

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Thomas D. Hull III, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation;

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.

Date: March 13, 2017

/s/ Thomas D. Hull III

Thomas D. Hull III

Vice President, Finance and

Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation (the “Company”) for the period ended January 31, 2017, I, David M. Rausch, President and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

such Form 10-Q of the Company for the period ended January 31, 2017, 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, 2017, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 13, 2017

/s/ David M. Rausch

David M. Rausch

President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Kewaunee Scientific Corporation (the “Company”) for the period ended January 31, 2017, I, Thomas D. Hull III, Vice President, Finance and Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

such Form 10-Q of the Company for the period ended January 31, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

Date: March 13, 2017

/s/ Thomas D. Hull III

Thomas D. Hull III

Vice President, Finance and

Chief Financial Officer

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