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 January 31, 2003 [_] 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 March 14, 2003, the Registrant had outstanding 2,480,745 shares of Common Stock. Pages: This report, excluding exhibits, contains 19 pages numbered sequentially from this cover page. KEWAUNEE SCIENTIFIC CORPORATION INDEX TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2003
Page Number ----------- PART I. FINANCIAL INFORMATION ----------------------------- Item 1. Financial Statements Condensed Consolidated Statements of Operations - Three months and nine months ended January 31, 2003 and 2002 3 Condensed Consolidated Balance Sheets January 31, 2003 and April 30, 2002 4 Condensed Consolidated Statements of Cash Flows - Nine months ended January 31, 2003 and 2002 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Review by Independent Accountants 15 Report by Independent Accountants 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 17 Item 4. Controls and Procedures 17 PART II. OTHER INFORMATION --------------------------- Item 1. Legal Proceedings 17 Item 5. Other Matters 18 Item 6. Exhibits and Reports on Form 8-K 18 SIGNATURE 19 ---------
2 Part 1. Financial Information Item 1. Financial Statements Kewaunee Scientific Corporation Condensed Consolidated Statements of Operations (Unaudited)
Three months ended Nine months ended January 31 January 31 ---------------------- ---------------------- 2003 2002 2003 2002 ------------------------------------------------- ($ in thousands, except per share data) Net sales $ 16,381 $ 20,798 $ 55,691 $ 63,063 Cost of products sold 12,919 17,113 45,645 52,237 -------- -------- -------- -------- Gross profit 3,462 3,685 10,046 10,826 Operating expenses 3,361 3,081 9,621 8,691 -------- -------- -------- -------- Operating earnings 101 604 425 2,135 Interest expense (35) (50) (117) (169) Other (expense) income (24) (6) 44 32 -------- -------- -------- -------- Earnings before income taxes 42 548 352 1,998 Income tax expense - 132 110 651 -------- -------- -------- -------- Net earnings $ 42 $ 416 $ 242 $ 1,347 ======== ======== ======== ======== Net earnings per share- Basic $ 0.02 $ 0.17 $ 0.10 $ 0.55 Diluted $ 0.02 $ 0.17 $ 0.10 $ 0.54 Weighted average number of common shares outstanding (in thousands)- Basic 2,480 2,464 2,477 2,468 Diluted 2,487 2,474 2,486 2,480
See accompanying notes to condensed consolidated financial statements. 3 Kewaunee Scientific Corporation Condensed Consolidated Balance Sheets (in thousands) January 31 April 30 2003 2002 ---------- -------- (Unaudited) Assets ------ Current assets: Cash and cash equivalents $ 611 $ 1,747 Receivables, less allowance 19,031 18,979 Inventories 3,115 3,309 Deferred income taxes 581 581 Prepaid income taxes 116 296 Prepaid expenses and other current assets 840 514 ---------- -------- Total current assets 24,294 25,426 ---------- -------- Property, plant and equipment, at cost 39,516 36,691 Accumulated depreciation (25,762) (23,880) ---------- -------- Net property, plant and equipment 13,754 12,811 ---------- -------- Other assets 3,477 3,953 ---------- -------- Total Assets $ 41,525 $ 42,190 ========== ======== Liabilities and Stockholders' Equity --------------------------------------- Current liabilities: Short-term borrowings $ 2,275 $ - Current portion of long-term debt 681 681 Accounts payable 4,635 6,648 Employee compensation and amounts withheld 974 1,932 Deferred Revenue 692 481 Other accrued expenses 1,347 867 ---------- -------- Total current liabilities 10,604 10,609 ---------- -------- Long-term debt 1,419 1,930 Deferred income taxes 925 925 Accrued employee benefit plan costs 1,583 1,583 Other long-term liabilities 315 231 ---------- -------- Total Liabilities 14,846 15,278 ---------- -------- Stockholders' equity: Common stock 6,550 6,550 Additional paid-in-capital 124 146 Retained earnings 20,868 21,146 Accumulated other comprehensive loss (5) - Common stock in treasury, at cost (858) (930) ---------- -------- Total stockholders' equity 26,679 26,912 ---------- -------- Total Liabilities and Stockholders' Equity $ 41,525 $ 42,190 ========== ======== See accompanying notes to condensed consolidated financial statements. 4 Kewaunee Scientific Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)
Nine months ended January 31 ------------------------------ 2003 2002 ------------ ------------ Cash flows from operating activities: Net earnings $ 242 $ 1,347 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation 1,898 1,589 Provision for bad debts 223 94 Decrease in prepaid income taxes 180 717 Increase in receivables (275) (2,617) Decrease (increase) in inventories 194 (402) (Decrease) increase in accounts payable and other current liabilities (2,491) 67 Increase (decrease) in deferred revenue 211 (431) Other, net 234 217 ------------ ------------ Net cash provided by operating activities 416 581 ------------ ------------ Cash flows from investing activities: Capital expenditures (3,212) (1,347) Proceeds from sale of fixed assets 366 - ------------ ------------ Net cash used in investing activities (2,846) (1,347) ------------ ------------ Cash flows from financing activities: Proceeds from long-term debt - 250 Payments on long-term debt (511) (466) Increase in short-term borrowings 2,275 1,471 Dividends paid (520) (519) Proceeds from exercise of stock options (including tax benefit) 50 9 Purchase of treasury stock - (106) ------------ ------------ Net cash provided by financing activities 1,294 639 ------------ ------------ Decrease in cash and cash equivalents (1,136) (127) Cash and cash equivalents, beginning of period 1,747 488 ------------ ------------ Cash and cash equivalents, end of period $ 611 $ 361 ============ ============
See accompanying notes to condensed consolidated financial statements. 5 Kewaunee Scientific Corporation Notes to Condensed 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): Jan. 31, 2003 April 30,2002 ------------- ------------- Finished products $ 681 $ 671 Work in process 1,102 1,007 Raw materials 1,332 1,631 ------ ------ $3,115 $3,309 ====== ====== 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. 6 D. Segment Information The following table shows net sales and earnings (loss) before income taxes by business segment for three months and nine months ended January 31, 2003 and 2002 (in thousands):
Laboratory Technical Products Products Corporate Total -------- -------- --------- ----- Three months ended January 31, 2003 ---------------- Revenues from external customers $15,370 $1,011 $ -- $16,381 Intersegment revenues 173 -- (173) -- Segment profit (loss) 852 (251) (559) 42 Segment profit (loss) Excluding non-recurring charges 852 (251) (297) 304 Three months ended January 31, 2002 ---------------- Revenues from external customers $19,377 $1,421 $ -- $20,798 Intersegment revenues 237 -- (237) -- Segment profit (loss) 896 (142) (206) 548 Nine months ended January 31, 2003 ---------------- Revenues from external customers $51,649 $4,042 $ -- $55,691 Intersegment revenues 518 -- (518) -- Segment profit (loss) 1,975 (295) (1,328) 352 Segment profit (loss) Excluding non-recurring charges 2,325 (295) (687) 1,343 Nine months ended January 31, 2002 ---------------- Revenues from external customers $58,172 $4,891 $ -- $63,063 Intersegment revenues 688 -- (688) -- Earnings (loss) before income taxes 2,981 (416) (567) 1,998
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 January 31, 2003. The change in fair value of this cash flow hedge resulted in a decrease of $2,000 and an increase of $35,000 for the three and nine months ended January 31, 2003, 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 nine months ended January 31, 2003 resulted in a decrease of $12,000 and $30,000, 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 nine months ended January 31, 2003 is as follows (in thousands): Three months ended Nine months ended January 31, 2003 January 31, 2003 ---------------- ---------------- Net income 42 $242 Change in fair value of cash flow hedge, net of income tax 2 (35) Change in cumulative foreign currency translation adjustments 12 30 --- ---- Total comprehensive income $56 $237 8 F. Commitments and Contingencies The Company previously reported that a judgment in the amount of approximately $1.3 million had been issued against the Company in fiscal year 2002 associated with a legal dispute between the Company and a general contractor, Bernards Bros. Inc. The judgment had been issued after an arbitrator's award of damages against the Company and other defendants. The Company filed an appeal of the judgment and the Court of Appeals of the State of California subsequently overturned the judgment and returned the case to the Trial Court for the limited purpose of fashioning, with the input of the parties, a judgment which properly reflects the arbitrator's award in the case. The Trial Court has not yet rendered an opinion; however, the Company feels the case will ultimately be concluded with a liability to the Company approximating the amount previously recorded in the financial statements. G. Relocation of Technical Products Business On October 31, 2002, 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 January 31, 2003. The relocation is on schedule to be completed in the fourth quarter of the current year. 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 nine months ended January 31, 2003 with the comparable periods of the prior fiscal year. Results of Operations The Company recorded sales of $16.4 million for the three months ended January 31, 2003, down 21.2% from sales of $20.8 million for the comparable period of the prior year. Sales for the nine months ended January 31, 2003 were $55.7 million, down 11.7% from sales of $63.1 million in the comparable period of the prior year. Sales of laboratory products decreased 20.7% and 11.2% during the three months and nine months ended January 31, 2003, respectively, over the same periods last year, reflecting a softness in the marketplace for medium-size laboratory projects and delays in scheduled shipping dates for several projects. Sales of technical products declined 28.9% and 17.4% during the three months and nine months ended January 31, 2003, respectively, over the same periods last year, as the high-tech sector of the economy remained depressed. During the three months and nine months ended January 31, 2003, the Company incurred certain non-recurring charges described below. For comparative purposes, following the disclosure of certain financial measures below which include the applicable non-recurring charges, the Company has reported the same financial measures which exclude the applicable non-recurring charges. The Company has included this additional information because it believes that the disclosure which excludes the non-recurring charges is a better measure of the Company's performance during the periods reported and is more useful for comparing the Company's results of operations to prior periods. On October 31, 2002, 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 10 estimated to be approximately $1.1 million. In accordance with existing accounting rules, $262,000 and $641,000 of these charges were recorded during the three months and nine months ended January 31, 2003, respectively, with the remaining balance of the costs expected to be recorded in the fourth quarter of the current year. The costs for the nine months ended January 31, 2003 included $200,000 of inventory write-downs of technical products that were recorded as cost of sales in the financial statements. The additional costs of $262,000 and $441,000 recorded for the three and nine months ended January 31, 2003, respectively, were recorded as operating expenses in the financial statements. During the quarter ending October 31, 2002, the Company recorded to cost of sales a $250,000 pre-tax charge of accelerated depreciation expense and a $100,000 pre-tax charge to write-down paint inventories, both associated with the Company's paint system in Statesville that is being replaced in the current year with a state-of-the-art, more cost-effective system. The gross profit margin for the quarter ended January 31, 2003 was 21.1% of sales, as compared to 17.7% of sales in the comparable quarter of the prior year. The gross profit margin for the nine months ended January 31, 2003 was 18.0%, as compared to 17.2% in the comparable period of the prior year. The profit margin for the nine months of the current year was adversely affected by the non-recurring charges of $350,000 associated with the replacement of the Company's paint system and the $200,000 of inventory write-downs of technical products. Excluding these charges, the profit margin for the nine months was 19.0% of sales. The improvements in the profit margins, excluding these charges, were a reflection of the Company's cost improvement activities. Operating expenses for the three months ended January 31, 2003 were $3.4 million, or 20.5% of sales, as compared to $3.1 million, or 14.8% of sales, in the comparable period of the prior year. Operating expenses for the nine months ended January 31, 2003 were $9.6 million, or 17.3% of sales, as compared to $8.7 million, or 13.8% of sales, in the comparable period of the prior year. Excluding $262,000 and $441,000 in non-recurring charges associated with the relocation of the technical products business for the three months and nine months ended January 31, 2003, respectively, operating expenses for the three and nine months ended January 31, 2003 were $3.1 million and $9.2 million, or 18.9% and 16.5% of sales, respectively. The increases in operating expenses for the three months and nine months ended January 31, 2003, excluding the non-recurring charges, were 11 primarily 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. Operating earnings of $101,000 and $425,000 were recorded for the three months and nine months ended January 31, 2003, respectively. This compares to operating earnings of $604,000 and $2.1 million for the comparable periods of the prior year. Excluding the non-recurring charges discussed above totaling $262,000 and $991,000, operating earnings for the three and nine months ended January 31, 2003 were $363,000 and $1,416,000, respectively. Interest expense was $35,000 and $117,000 for the three months and nine months ended January 31, 2003, respectively, compared to $50,000 and $169,000 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 expense was $24,000 and other income was $44,000, in the three months and nine months ended January 31, 2003, respectively, compared to other expense of $6,000 and other income of $32,000 for the comparable periods of the prior year. No income tax expense was recorded for the three-month period ended January 31, 2003. An income tax expense of $110,000 was recorded for the nine months ended January 31, 2003. This compares to income tax expense of $132,000 and $651,000 recorded for the comparable periods of the prior year. The effective tax rate was approximately 31.3% for the nine months ended January 31, 2003 and 24.1% and 32.6% for the three and nine month periods ended January 31, 2002, respectively. No income tax expense was considered necessary in the current quarter due to the amount of state income tax credits earned by the Company from investments in certain qualifying machinery and equipment. Remaining state tax credits for the current fiscal year are expected to substantially offset the income tax expense in the fourth quarter. Net earnings of $42,000 and $242,000, or $.02 per diluted share and $.10 per diluted share, were recorded for the three months and nine months ended January 31, 2003, respectively. This compares to net earnings of $416,000 and $1,347,000, or $.17 per diluted share and $.54 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 nine months ended January 31, 2003 were $202,000, or $.08 per diluted share, and $847,000, or $.34 per diluted share, respectively. 12 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 $13.7 million at January 31, 2003, as compared to $14.8 million at April 30, 2002. The ratio of current assets to current liabilities was 2.3-to-1 at January 31, 2003, as compared to 2.4-to-1 at April 30, 2002. At January 31, 2003, advances of $2,275,000 were outstanding under the Company's revolving credit loan. The balance of borrowings and accounts receivable in the financial statements at January 31, 2003 were adversely affected by $2.3 million in customer cash payments that were mailed prior to the end of the quarter, but not received by the Company until the first business day after the end of the quarter. During the current quarter, the revolving credit loan was amended to increase allowable advances under the loan from $6.0 million to $7.0 million and extend the maturity date of the loan to December 31, 2004. The Company's operations provided cash of $416,000 during the nine months ended January 31, 2003, primarily attributable to operating earnings before depreciation offset by decreases in accounts payable and other current liabilities. The Company's operations provided cash of $581,000 during nine months ended January 31, 2002, primarily attributable to operating earnings before depreciation, partially offset by an increase in accounts receivable. During the nine months ended January 31, 2003, the Company used cash of $2,846,000 in investing activities. This amount was the net of $3,212,000 of capital expenditures, primarily for production equipment, reduced by the proceeds of $366,000 from sales of fixed assets. This compares to the use of $1,347,000 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, 13 economic, competitive, governmental, and technological factors affecting the Company's operations, markets, products, services, and prices. The cautionary statements made pursuant to the Reform Act herein and elsewhere by the Company should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company prior to the effective date of the Reform Act. The Company cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. In addition, readers are urged to consider statements that include the terms "believes", "belief", "expects", "plans", "objectives", "anticipates", "intends" or the like to be uncertain and forward-looking. 14 REVIEW BY INDEPENDENT ACCOUNTANTS A review of the interim financial information included in this Quarterly Report on Form 10-Q for the three months and nine months ended January 31, 2003 has been performed by PricewaterhouseCoopers LLP, the Company's independent accountants. Their report on the interim financial information follows. 15 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 January 31, 2003 and April 30, 2002, and the related condensed consolidated statements of operations for each of the three and nine-month periods ended January 31, 2003 and January 31, 2002 and the condensed consolidated statement of cash flows for the nine-month periods ended January 31, 2003 and January 31, 2002. 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 consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of April 30, 2002 is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. PricewaterhouseCoopers LLP Charlotte, North Carolina February 21, 2003 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk There were 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 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 January 31, 2003, 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 January 31, 2003. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company previously reported that a judgment in the amount of approximately $1.3 million had been issued against the Company in fiscal year 2002 associated with a legal dispute between the Company and a general contractor, Bernards Bros. Inc. The judgment had been issued after an arbitrator's award of damages against the Company and other defendants. The Company filed an appeal of the judgment and the Court of Appeals of the State of California subsequently overturned the judgment and returned the case to the Trial Court for the limited purpose of fashioning, with the input of the parties, a judgment which properly reflects the arbitrator's award in the case. The Trial Court has 17 not yet rendered an opinion; however, the Company feels the case will ultimately be concluded with a liability to the Company approximating the amount previously recorded in the financial statements. 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 each quarter to be performed by PricewaterhouseCoopers LLP, our independent auditors. 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 third quarter of fiscal year 2003 the Company's 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 January 31, 2003. 18 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 14, 2003 By /s/ D. Michael Parker ----------------------- D. Michael Parker Senior Vice President,Finance Chief Financial Officer 19