-----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, N02OrmnNnIQAWfktKjuvpfxoL77bu9Mt7/DCEU7VWemWd8uVK4egFF8EogbqVazV AMGK/rAVQQVIUaNn0ZMibQ== 0001275287-05-004781.txt : 20051122 0001275287-05-004781.hdr.sgml : 20051122 20051122150527 ACCESSION NUMBER: 0001275287-05-004781 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05286 FILM NUMBER: 051221129 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 SCIENTIFIC EQUIPMENT CORP /DE/ DATE OF NAME CHANGE: 19861216 FORMER COMPANY: FORMER CONFORMED NAME: KEWAUNEE MANUFACTURING CO DATE OF NAME CHANGE: 19680108 8-K 1 ks4202.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 22, 2005 KEWAUNEE SCIENTIFIC CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-5286 38-0715562 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2700 West Front Street Statesville, North Carolina 28677 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 704-873-7202 N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS On November 22, 2005, Kewaunee Scientific Corporation issued a press release announcing its financial results for the second quarter ended October 31, 2005. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS: EXHIBIT NO. ----------- 99.1 Press Release of Kewaunee Scientific Corporation dated November 22, 2005 In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Kewaunee Scientific Corporation (Registrant) Date: November 22, 2005 /s/ D. MICHAEL PARKER ------------------------------------- Senior Senior Vice President, Finance Chief Financial Officer EX-99.1 2 ks4202ex991.txt EXHIBIT 99.1 Exhibit 99.1 KEWAUNEE SCIENTIFIC REPORTS RESULTS FOR SECOND QUARTER STATESVILLE, N.C., Nov. 22 /PRNewswire-FirstCall/ -- Kewaunee Scientific Corporation (Nasdaq: KEQU) today reported results for its second quarter ended October 31, 2005. Sales for the quarter were $22,319,000, an increase of 21.5% over the same period last year and an increase of 9.9% over the previous quarter. Net earnings for the quarter were $239,000, or $0.10 per diluted share, as compared to net earnings of $108,000, or $0.04 per diluted share, in the same quarter last year. The laboratory products marketplace continued its improvement during the quarter, with sales increases experienced in all our major product lines and in our international business. Our outstanding quotations for projects of greater than $1 million continue to be at the highest level in several years. The order backlog was $35.2 million at October 31, 2005, as compared to $38.6 million at October 31, 2004. Earnings for the quarter were unfavorably impacted by aggressive pricing in the marketplace and continuing higher raw material, energy, and transportation costs. The impact of these factors was partially offset by reduced costs achieved from on-going cost reduction activities, including the diligent pursuit of more competitive pricing from new and existing suppliers. The Company's financial condition remains strong. Total debt at October 31, 2005 was $6.4 million, down from $7.6 million at October 31, 2004, while cash on hand at the end of the quarter was $1.0 million. Operations provided cash of $900,000 during the quarter. Book value per share was $10.67 at October 31, 2005. "The marketplace for our products continues to be much improved over last year," said William A. Shumaker, President and Chief Executive Officer of Kewaunee. "However, we have much more work to do to achieve acceptable profit margins, and we continue to work relentlessly toward this goal. A number of cost improvement projects are currently ongoing, including significant capital projects in all three of our Statesville plants. Although the completion of these projects will increase costs in our third quarter, which is traditionally our weakest quarter, we feel they are important as we work toward reducing our costs over the long term." Sales for the six months ended October 31, 2005 were $42,627,000, an increase of 10.3% over the comparable period last year. Net earnings for the six months were $1,002,000, or $0.40 per diluted share. Excluding a gain on the sale of our former Lockhart, Texas property in the first quarter, net earnings for the six months were $462,000, or $0.18 per diluted share, as compared to net earnings of $301,000, or $0.12 per diluted share, in the comparable period last year. The Company also announced today that its Board of Directors approved a cash dividend of seven cents per outstanding share to stockholders of record at the close of business on December 5, 2005, payable on December 19, 2005. Kewaunee Scientific Corporation is a recognized leader in the design, manufacture, and installation of scientific and technical furniture. The Company's corporate headquarters and manufacturing facilities are located in Statesville, North Carolina. The Company also has subsidiaries in Singapore and Bangalore, India that serve the Asian markets. Kewaunee Scientific's website is located at http://www.kewaunee.com. Certain statements in this release constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Contact: D. Michael Parker 704/871-3290 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share data)
Three Months Ended Six Months Ended October 31 October 31 --------------------------- ---------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales $ 22,319 $ 18,365 $ 42,627 $ 38,653 Cost of products sold 18,834 14,812 35,756 31,724 ------------ ------------ ------------ ------------ Gross profit 3,485 3,553 6,871 6,929 Operating expenses 2,953 3,260 5,873 6,306 ------------ ------------ ------------ ------------ Operating earnings 532 293 998 623 Other income (expense) 1 (6) 880 40 ------------ ------------ ------------ ------------ Interest expense (118) (84) (205) (170) ------------ ------------ ------------ ------------ Earnings before income taxes 415 203 1,673 493 Income tax expense 137 55 594 155 ------------ ------------ ------------ ------------ Earnings before minority interests 278 148 1,079 338 Minority interests 39 40 77 37 ------------ ------------ ------------ ------------ Net earnings $ 239 $ 108 $ 1,002* $ 301 ============ ============ ============ ============ Net earnings per share Basic $ 0.10 $ 0.04 $ 0.40 $ 0.12 Diluted $ 0.10 $ 0.04 $ 0.40 $ 0.12 Weighted average number of common shares outstanding (in thousands) Basic 2,492 2,492 2,492 2,491 Diluted 2,493 2,494 2,493 2,497
*Includes a non-recurring after-tax gain on the sale of property in the amount of $540,000, or $.22 per diluted share. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) October 31 April 30 2005 2005 ------------ ------------ (unaudited) Assets - ------ Cash and cash equivalents $ 588 $ 225 Restricted Cash 367 379 Receivables, less allowances 21,058 21,683 Inventories 4,342 3,542 Prepaid expenses and other current assets 1,416 951 ------------ ------------ Total current assets 27,771 26,780 Net property, plant and equipment 11,611 10,730 Other assets 7,563 8,702 ------------ ------------ Total Assets $ 46,945 $ 46,212 ============ ============ Liabilities and Stockholders' Equity - ------------------------------------ Short-term borrowings $ 5,567 $ 3,778 Current portion of long-term debt 372 931 Current obligations under capital leases 137 111 Accounts payable 7,001 8,558 Other current liabilities 3,203 3,021 ------------ ------------ Total current liabilities 16,280 16,399 Other non-current liabilities 4,077 3,824 Total stockholders' equity 26,588 25,989 ------------ ------------ Total Liabilities and Stockholders' Equity $ 46,945 $ 46,212 ============ ============ SOURCE Kewaunee Scientific Corporation -0- 11/22/2005 /CONTACT: D. Michael Parker of Kewaunee Scientific Corporation, +1-704-871-3290/ /Web site: http://www.kewaunee.com / (KEQU) -----END PRIVACY-ENHANCED MESSAGE-----