-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UAUUIaxEvSJtVAc+x2+J4XHzjO+Xedu9I/Ctt6lF/iShUntyUP17YxjLUy+jgpt+ 3t6326Avm5CzH5VcFXwCCg== 0000950131-02-004872.txt : 20021213 0000950131-02-004872.hdr.sgml : 20021213 20021213160419 ACCESSION NUMBER: 0000950131-02-004872 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021031 FILED AS OF DATE: 20021213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEWAUNEE SCIENTIFIC CORP /DE/ CENTRAL INDEX KEY: 0000055529 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 380715562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-05286 FILM NUMBER: 02857180 BUSINESS ADDRESS: STREET 1: 2700 W FRONT ST CITY: STATESVILLE STATE: NC ZIP: 28677 BUSINESS PHONE: 7048737202 MAIL ADDRESS: STREET 1: P O BOX 1842 CITY: STATESVILLE STATE: NC ZIP: 28687-1842 FORMER COMPANY: FORMER CONFORMED NAME: KEWAUNEE MANUFACTURING CO DATE OF NAME CHANGE: 19680108 FORMER COMPANY: FORMER CONFORMED NAME: KEWAUNEE SCIENTIFIC EQUIPMENT CORP /DE/ DATE OF NAME CHANGE: 19861216 10-Q 1 d10q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2002 [_] 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 (I.R.S.Employer incorporation or organization) Identification No.) 2700 West Front Street Statesville, North Carolina 28677 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (704) 873-7202 -------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ ----- As of December 6, 2002, the Registrant had outstanding 2,479,745 shares of Common Stock. Pages: This report, excluding exhibits, contains 18 pages numbered sequentially from this cover page. KEWAUNEE SCIENTIFIC CORPORATION INDEX TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2002
Page Number ----------- PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements Condensed Consolidated Statements of Operations - Three months and six months ended October 31, 2002 and 2001 3 Condensed Consolidated Balance Sheets - October 31, 2002 and April 30, 2002 4 Condensed Consolidated Statements of Cash Flows - Six months ended October 31, 2002 and 2001 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Review by Independent Accountants 14 Report by Independent Accountants 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 PART II. OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings 16 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Matters 17 Item 6. Exhibits and Reports on Form 8-K 17 SIGNATURE 18 - ---------
Part 1. Financial Information Item 1. Financial Statements Kewaunee Scientific Corporation Condensed Consolidated Statements of Operations (Unaudited)
Three months ended Six months ended October 31 October 31 --------------------- --------------------- 2002 2001 2002 2001 ---------- -------- ---------- -------- ($ in thousands, except per share data) Net sales $ 19,905 $22,525 $39,310 $42,265 Cost of products sold 16,012 18,591 31,976 35,124 Non-recurring costs 550 0 550 0 -------- ------- ------- ------- Gross profit 3,343 3,934 6,784 7,141 Operating expenses 3,383 2,858 6,281 5,610 Non-recurring costs 179 179 -------- ------- ------- ------- Operating (loss) earnings (219) 1,076 324 1,531 Interest expense (40) (59) (82) (119) Other income (expense) 67 (25) 68 38 -------- ------- ------- ------- (Loss) earnings before income taxes (192) 992 310 1,450 Income tax (benefit) expense (68) 354 110 519 -------- ------- ------- ------- Net (loss) earnings ($124) $ 638 $ 200 $ 931 ======== ======= ======= ======= Net (loss) earnings per share- Basic ($0.05) $ 0.26 $ 0.08 $ 0.38 Diluted ($0.05) $ 0.26 $ 0.08 $ 0.38 Weighted average number of common shares outstanding (in thousands)- Basic 2,479 2,470 2,475 2,471 Diluted 2,479 2,481 2,485 2,483
See accompanying notes to condensed consolidated financial statements. 3 Kewaunee Scientific Corporation Condensed Consolidated Balance Sheets (in thousands)
October 31 April 30 2002 2002 ---------- -------- Assets (Unaudited) - ------ Current assets: Cash and cash equivalents $ 484 $ 1,747 Receivables, less allowance 19,927 18,979 Inventories 3,053 3,309 Deferred income taxes 581 581 Prepaid income taxes 201 296 Prepaid expenses and other current assets 950 514 --------- -------- Total current assets 25,196 25,426 --------- -------- Property, plant and equipment, at cost 38,682 36,691 Accumulated depreciation (25,314) (23,880) --------- -------- Net property, plant and equipment 13,368 12,811 --------- -------- Other assets 3,493 3,953 --------- -------- Total Assets $ 42,057 $ 42,190 ========= ======== Liabilities and Stockholders' Equity - ------------------------------------ Current liabilities: Short-term borrowings $ 346 $ - Current portion of long-term debt 681 681 Accounts payable 6,335 6,648 Employee compensation and amounts withheld 1,399 1,932 Deferred Revenue 494 481 Other accrued expenses 1,620 867 --------- -------- Total current liabilities 10,875 10,609 --------- -------- Long-term debt 1,590 1,930 Deferred income taxes 925 925 Accrued employee benefit plan costs 1,583 1,583 Other long-term liabilities 293 231 --------- -------- Total Liabilities 15,266 15,278 --------- -------- Stockholders' equity: Common stock 6,550 6,550 Additional paid-in-capital 125 146 Retained earnings 20,999 21,146 Accumulated other comprehensive loss (19) 0 Common stock in treasury, at cost (864) (930) --------- -------- Total stockholders' equity 26,791 26,912 --------- -------- Total Liabilities and Stockholders' Equity $ 42,057 $ 42,190 ========= ========
See accompanying notes to condensed consolidated financial statements. 4 Kewaunee Scientific Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)
Six months ended October 31 ---------------------- 2002 2001 -------- -------- Cash flows from operating activities: Net earnings $ 200 $ 931 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation 1,434 1,042 Provision for bad debts 82 63 Decrease in prepaid income taxes 95 758 Increase in receivables (1,030) (3,499) Decrease (increase) in inventories 256 (672) (Decrease) increase in accounts payable and other current liabilities (93) 1,189 Increase (decrease) in deferred revenue 13 (5) Other, net 72 182 -------- ------- Net cash provided by (used in) operating activities 1,029 (11) -------- ------- Cash flows from investing activities: Capital expenditures (2,362) (1,029) Proceeds from sale of fixed assets 366 0 -------- ------- Net cash used in investing activities (1,996) (1,029) -------- ------- Cash flows from financing activities: Payments on long-term debt (340) (310) Increase in short-term borrowings 346 1,714 Dividends paid (347) (346) Proceeds from exercise of stock options (including tax benefit) 45 9 Purchase of treasury stock 0 (106) -------- ------- Net cash (used in) provided by financing activities (296) 961 -------- ------- Decrease in cash and cash equivalents (1,263) (79) Cash and cash equivalents, beginning of period 1,747 488 -------- ------- Cash and cash equivalents, end of period $ 484 $ 409 ======== =======
See accompanying notes to condensed consolidated financial statements. 5 Kewaunee Scientific Corporation Notes to Condensed Consolidated Financial Statements (unaudited) A. Financial Information The unaudited interim condensed consolidated financial statements of Kewaunee Scientific Corporation (the "Company" or "Kewaunee") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim condensed financial statements should be read in conjunction with the financial statements and notes included in the Company's 2002 Annual Report to Stockholders. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. Certain prior quarterly accounts have been reclassified with current quarterly presentations. B. Inventories Inventories consisted of the following (in thousands): Oct. 31, 2002 April 30,2002 ------------- ------------- Finished products $ 560 $ 671 Work in process 1,142 1,007 Raw materials 1,351 1,631 ------ ------ $3,053 $3,309 ====== ====== 6 C. Balance Sheet The Company's April 30, 2002 condensed consolidated balance sheet as presented herein is derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. D. Segment Information The following table shows net sales and profits by business segment for three months and six months ended October 31, 2002 and 2001 (in thousands):
Laboratory Technical Products Products Corporate Total -------- ------- --------- ----- Three months ended October 31, 2002 - ---------------- Revenues from external customers $18,231 $1,674 -- $19,905 Intersegment revenues 183 -- (183) -- Segment profit (loss) 255 72 (519) (192) Segment profit (loss) excluding non-recurring charges 605 451 (519) (537) Three months ended October 31, 2001 - ---------------- Revenues from external customers $20,951 $1,574 -- $22,525 Intersegment revenues 347 -- (347) -- Segment profit (loss) 1,260 (90) (178) 992 Six months ended October 31, 2002 - ---------------- Revenues from external customers $36,279 $3,031 -- $39,310 Intersegment revenues 345 -- (345) -- Segment profit (loss) 1,123 (44) (769) 310 Segment profit (loss) excluding non-recurring charges 1,473 335 (769) 1,039 Six months ended October 31, 2001 - ---------------- Revenues from external customers $38,795 $3,470 -- $42,265 Intersegment revenues 451 -- (451) -- Segment profit (loss) 2,085 (274) (361) 1,450
7 E. 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 had one interest rate swap agreement outstanding at October 31, 2002. The change in fair value of this cash flow hedge during the three months and six months ended resulted in an increase of $8,000 and $37,000 (net of income tax), respectively, to accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet. 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 for the three months and six months ended October 31, 2002 resulted in an increase of $2,000 and a decrease of $18,000, respectively, in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet. A reconciliation of net income and total comprehensive income for the three months and six months ended October 31, 2002 is as follows (in thousands): Three months ended Six months ended October 31, 2002 October 31, 2002 ---------------- ---------------- Net (loss) income ($124) $200 Change in fair value of cash flow hedge, net of income tax (8) (37) Change in cumulative foreign currency translation adjustments (2) 18 ------ ---- Total comprehensive (loss) income ($134) $181 8 F. Commitments and Contingencies The Company previously reported that it had filed an appeal of a judgment in the amount of approximately $1.3 million that had been issued against the Company in fiscal year 2002 associated with a legal dispute between the Company and Bernards Bros. Inc. During the quarter, the Court of Appeals of the State of California overturned the judgment and returned the case to the Trial Court for an allocation of the award's judgment between the Company and two other parties involved in the litigation. The Company believes the case will ultimately be concluded with a liability to the Company in the amount previously recorded in the financial statements. G. Relocation of Technical Products Business During the current quarter, the Company announced its decision to relocate the operations of its technical products business from Lockhart, Texas to Statesville, North Carolina. Once this relocation is complete, the Company expects to dispose of the land and building in Lockhart, Texas for an amount in excess of the $1.3 million net book value reflected in the financial statements at October 31, 2002. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's 2002 Annual Report to Stockholders contains management's discussion and analysis of financial condition and results of operations at and for the year ended April 30, 2002. The following discussion and analysis describes material changes in the Company's financial condition since April 30, 2002. The analysis of results of operations compares the three months and six months ended October 31, 2002 with the comparable periods of the prior fiscal year. Results of Operations The Company recorded sales of $19.9 million for the three months ended October 31, 2002, down 11.6% from sales of $22.3 million for the comparable period of the prior year. Sales for the six months ended October 31, 2002 were $39.3 million, down 7.0% from sales of $42.3 million in the comparable period of the prior year. Sales of laboratory products decreased 13.0% and 6.5% during the three months and six months ended October 31, 2002, respectively, from the same periods last year. The sales declines were primarily the result of the timing of customer delivery requirements adversely affecting sales in the current quarter. Sales of technical products increased 6.4% during the three months and decreased 12.7% during six months ended October 31, 2002, respectively, from the same periods last year. During the current quarter, the Company announced its decision to relocate the operations of its technical products business from Lockhart, Texas to the Company's site in Statesville, North Carolina and to write-down certain related inventories on hand. Total pre-tax costs associated with the above activities are estimated to be approximately $1,000,000. In accordance with existing accounting rules, $379,000 of these charges were recorded in the current quarter, with the remaining balance of the charges expected to be recorded as they are incurred in the third and fourth quarters of the current year. The current quarter charges included $200,000 of inventory write-downs that were reflected in the cost of sales section in the financial statements and $179,000 of charges reflected in the operating expense section. The remaining expected charges are primarily associated with relocation costs for transferred employees, costs of moving equipment and inventories, costs to integrate computer systems, and severance pay. 10 During the current quarter, the Company recorded a $250,000 pre-tax charge of accelerated depreciation expense and a $100,000 pre-tax charge to write-down paint inventories associated with the Company's paint system in Statesville that is being replaced in the third quarter of the current year with a state-of-the-art, more cost-effective system. The gross profit margin for the three months ended October 31, 2002 was 16.8% of sales, as compared to 17.5% of sales in the comparable quarter of the prior year. The gross profit margin for the six months ended October 31, 2002 was 17.3%, as compared to 16.9% in the comparable period of the prior year. The gross profit in the current quarter was adversely affected by $550,000 in non-recurring charges discussed above. Excluding these non-recurring charges, the gross profit margins were 19.6% of sales and 18.7% of sales for the three months and six months ended October 31, 2002, respectively. Operating expenses, including non-recurring charges, for the three months ended October 31, 2002 were $3.6 million, or 17.9% of sales, as compared to $2.9 million, or 12.7% of sales, in the comparable period of the prior year. Operating expenses for the six months ended October 31, 2002 were $6.5 million, or 16.4% of sales, as compared to $5.6 million, or 13.3% of sales, in the comparable period of the prior year. The increase in operating expenses for the three months and six months was primarily attributable to expenses recorded as a result of the Company's decision to relocate the technical products business, as well as the inclusion of operating expenses associated with the expansion of activities in the international marketplace in the current year and increased sales and marketing expenses. Excluding $179,000 in non-recurring charges associated with the relocation of the technical products business, operating expenses for the three and six months ended October 31, 2002 were $3.4 million and $6.3 million, or 17.0% and 16.0% of sales, respectively. An operating loss of $192,000 and operating earnings of $310,000 were recorded for the three months and six months ended October 31, 2002, respectively. This compares to operating earnings of $992,000 and $1,450,000 for the comparable periods of the prior year. Excluding the non-recurring charges discussed above totaling $729,000, operating earnings for the three and six months ended October 31, 2002 were $537,000 and $1,039,000, respectively. 11 Interest expense was $40,000 and $82,000 for the three months and six months ended October 31, 2002, respectively, compared to $59,000 and $119,000 for the comparable periods of the prior year. The decrease in interest expense for the current quarter and year resulted from lower interest rates and lower borrowing levels. Other income was $67,000 and $68,000, in the three months and six months ended October 31, 2002, respectively, compared to other expense of $25,000 and other income of $38,000 for the comparable periods of the prior year. Income tax benefit of $68,000 and an income tax expense of $110,000 was recorded for the three months and six months ended October 31, 2002, respectively, as compared to income tax expense of $354,000 and $519,000 recorded for the comparable periods of the prior year. The effective tax rate was approximately 35.5% for the three and six months ended October 31, 2002 and 35.7% and 35.8% for the three and six months period ended October 31, 2001. Net loss of $124,000 and net earnings of $200,000, or $.05 per diluted share and $.08 per diluted share, were recorded for the three months and six months ended October 31, 2002, respectively. This compares to net earnings of $638,000 and $931,000, or $.26 per diluted share and $.38 per diluted share, respectively, for the comparable periods of the prior year. Excluding the non-recurring charges discussed above and their income tax effect, net earnings for the three and six months ended October 31, 2002 were $346,000, or $.14 per diluted share, and $670,000, or $.27 per diluted share, respectively. 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. The Company believes that these sources, will be sufficient to support ongoing business levels, including capital expenditures through the current fiscal year. The Company had working capital of $14.3 million at October 31, 2002, as compared to $14.8 million at April 30, 2002. The ratio of current assets to current liabilities was 2.3-to-1 at October 31, 2002, as compared to 2.4-to-1 at April 30, 2002. At October 31, 2002, advances of $346,000 were outstanding under the Company's $6.0 million revolving credit loan. 12 The Company's operations provided cash of $1.0 million during the six months ended October 31, 2002, primarily attributable to operating earnings, offset by an increase in accounts receivable. The Company's operations used cash of $11,000 during six months ended October 31, 2001, primarily from funds required to support increases in customer receivables and inventories, offset by funds provided by operating earnings and an increase in accounts payable. During the six months ended October 31, 2002, the Company used net cash of $1,996,000 in investing activities comprised of $2,362,000 of capital expenditures, primarily for production equipment, reduced by the proceeds of $366,000 from sales of fixed assets. This compares to $1,029,000 for capital expenditures in the comparable period of the prior year. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Certain statements in this report constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could significantly impact results or 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. In addition, the Company's estimates of expected costs to be incurred in connection with its decision to relocate the technical products business may be adversely affected by one or more of the above described factors. The cautionary statements made pursuant to the Reform Act herein and elsewhere by the Company should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the effective date of the Reform Act. The Company cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. In addition, readers are urged to consider statements that include the terms "believes", "belief", "expects", "plans", "objectives", "anticipates", "intends" or the like to be uncertain and forward-looking. 13 REVIEW BY INDEPENDENT ACCOUNTANTS A review of the interim financial information included in this Quarterly Report on Form 10-Q for the three months and six months ended October 31, 2002 has been performed by PricewaterhouseCoopers LLP, the Company's independent accountants. Their report on the interim financial information follows. 14 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Kewaunee Scientific Corporation Statesville, North Carolina We have reviewed the accompanying condensed consolidated balance sheet of Kewaunee Scientific Corporation as of October 31, 2002 and April 30, 2002, and the related condensed consolidated statements of operations for each of the three and six-month periods ended October 31, 2002 and October 31, 2001 and the condensed consolidated statement of cash flows for the six-month periods ended October 31, 2002 and October 31, 2001. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for them to be in conformity with accounting principles generally accepted in the United States of America. We previously audited in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of April 30, 2002, and the related consolidated statements of operations, of stockholder's equity, and of cash flows for the year then ended (not presented herein), and in our report dated June 3, 2002 we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of April 30, 2002 is fairly stated in all material respects in relation to the balance sheet from which it has been derived. PricewaterhouseCoopers LLP Charlotte, North Carolina November 20, 2002 15 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, 2002. Item 4. Controls and Procedures An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded the Company's disclosure controls and procedures were effective as of October 31, 2002, in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to October 31, 2002. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company previously reported that it had filed an appeal of a judgment in the amount of approximately $1.3 million that had been issued against the Company in fiscal year 2002 associated with a legal dispute between the Company and Bernards Bros. Inc. During the quarter, the Court of Appeals of the State of California overturned the judgment and returned the case to the Trial Court for an allocation of the award's judgment between the Company and two other parties' involved in the litigation. The Company believes the case will ultimately be concluded with a liability to the Company in the amount previously recorded in the financial statements. 16 Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on August 28, 2002. Information regarding the results of this meeting are incorporated by reference from the Company's Report on Form 10-Q for the three months ended July 31, 2002. Item 5. Other Matters Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Public Company Accounting Reform and Investor Protection Act of 2002, the Company is responsible for disclosing the nature of non-audit services approved by our Audit Committee during a quarter to be performed by PricewaterhouseCoopers LLP, our independent auditor. Non-audit services are services other than those provided by PricewaterhouseCoopers LLP in connection with an audit or review of the Company's financial statements. During the second quarter of fiscal year 2003 our Audit Committee did not approve any non-audit services to be performed by PricewaterhouseCoopers LLP. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 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. 99.2 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. 99.3 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K No reports on Form 8-K were filed with the Commission during the three months ended October 31, 2002. 17 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: December 13, 2002 By /s/ D. Michael Parker ----------------------- D. Michael Parker Senior Vice President, Finance and Chief Financial Officer 18 EX-99.1 3 dex991.txt CERTIFICATION OF CEO EXHIBIT 99.1 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 accompanying Form 10-Q of Kewaunee Scientific Corporation (the "Company") for the period ending October 31, 2002, I, William A. Shumaker, 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 October 31, 2002, fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934; and (2) the information contained in such Form 10-Q of the Company for the period ended October 31, 2002, fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: December 13, 2002 /s/ William A. Shumaker -------------------------------- William A. Shumaker President and Chief Executive Officer EX-99.2 4 dex992.txt CERTIFICATION OF CFO EXHIBIT 99.2 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 accompanying Form 10-Q of Kewaunee Scientific Corporation (the "Company") for the period ending October 31, 2002, I, D. Michael Parker, Senior 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 October 31, 2002, fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934; and (2) the information contained in such Form 10-Q of the Company for the period ended October 31, 2002, fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: December 13, 2002 /s/ D. Michael Parker ------------------------------ D. Michael Parker Senior Vice President, Finance and Chief Financial Officer EX-99.3 5 dex993.txt CERTIFICATION OF CEO EXHIBIT 99.3 CERTIFICATIONS I, William A. Shumaker, President and Chief Executive Officer of Kewaunee Scientific Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Kewaunee Scientific Corporation; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: December 13, 2002 /s/ William A. Shumaker ------------------------------ William A. Shumaker President and Chief Executive Officer EX-99.4 6 dex994.txt CERTIFICATION OF CFO EXHIBIT 99.4 CERTIFICATIONS I, D. Michael Parker, Senior Vice President, Finance and Chief Financial Officer of Kewaunee Scientific Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Kewaunee Scientific Corporation; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: December 13, 2002 /s/ D. Michael Parker -------------------------------- D. Michael Parker Senior Vice President, Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----