-----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, LDrR9YqG0oAfoI7rA2chw5XF/JZdoJxsZYC+0QLYYjR+oZ+mXmqG6Qg5g+Xq3ZXC PDcOd/5O4kiXVBe61/h4Uw== 0001275287-06-001022.txt : 20060222 0001275287-06-001022.hdr.sgml : 20060222 20060222150138 ACCESSION NUMBER: 0001275287-06-001022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060222 DATE AS OF CHANGE: 20060222 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: 06635954 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 ks4894.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) February 22, 2006 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 February 22, 2006, Kewaunee Scientific Corporation issued a press release announcing its financial results for the third quarter ended January 31, 2006. 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 (d) EXHIBITS: EXHIBIT NO. ----------- 99.1 Press Release of Kewaunee Scientific Corporation dated February 22, 2006 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: February 22, 2006 /s/ D. MICHAEL PARKER ------------------------------- Senior Vice President, Finance Chief Financial Officer EX-99.1 2 ks4894ex991.txt EXHIBIT 99.1 Exhibit 99.1 KEWAUNEE SCIENTIFIC ANNOUNCES THIRD QUARTER RESULTS AND QUARTERLY DIVIDEND STATESVILLE, N.C., Feb. 22 /PRNewswire-FirstCall/ -- Kewaunee Scientific Corporation (Nasdaq: KEQU) today reported results for its third quarter ended January 31, 2006. Sales for the quarter were $17,724,000, an increase of 13% over sales of $15,623,000 in the same period last year. A net loss of $555,000, or $0.22 per diluted share, was reported for the quarter. This compares to a net loss of $742,000, or $0.30 per diluted share, in the same period last year. The order backlog at January 31, 2006 was $35.5 million. This compares to a backlog of $35.2 million at the beginning of the quarter and $41.7 million at January 31, 2005. A number of factors adversely affected earnings for the quarter. An unexpected cost of $230,000 was incurred when the Company's installation subcontractor on a large project was unable to complete the installation. Additionally, energy costs increased 66%, or $205,000, over the same period last year. The third quarter is traditionally the Company's weakest quarter for sales and earnings, and these costs made the quarter even more difficult. As expected, costs and manufacturing disruptions associated with the completion of three significant cost improvement projects in the Company's Statesville plants adversely impacted results for the quarter. A new $1.8 million finishing system was installed in the Wood Plant. This more efficient system required an entire new layout of the finishing and assembly areas of the facility. This system is now performing well, our Associates have been trained, and the Company should benefit from reduced costs beginning in our fourth quarter. Other projects completed during the quarter included a new automated folding machine in the Metal Plant at a cost of $900,000 and new continuous casting machine in the Resin Plant at a cost of $256,000, both of which are installed and performing well. The Company's financial condition remains strong. Cash on hand at the end of the quarter was $1.3 million and working capital was $11.5 million, while total debt was $7.1 million. Book value per share was $10.41 at January 31, 2006. "The unexpected costs associated with replacing a subcontractor and a further significant jump in energy costs made the third quarter especially difficult," said William A. Shumaker, President and Chief Executive Officer of Kewaunee. "However, we believe our fourth quarter will have increased sales and be profitable. We continue to make progress in reducing our costs for the long-term. The capital projects in our plants completed during the quarter will allow us to reduce our operating costs, and we continue to make good progress in reducing our raw material costs by finding alternative vendors and more competitive pricing. The domestic marketplace for our laboratory products continues to be reasonably healthy, although pricing remains extremely competitive. Our international subsidiaries in Asia serving the rapidly-expanding Asian laboratory research market continue to grow and contribute nicely to our sales and profits." Sales for the nine months ended January 31, 2006 were $60,351,000, an increase of 11% over sales of $54,276,000 in the comparable period last year. Net earnings for the nine months were $447,000, or $0.18 per diluted share, including a net gain of $540,000, or $0.22 per diluted share, from the sale of our former Lockhart, Texas property in the first quarter. A net loss of $441,000, or $0.18 per diluted share, was reported 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 March 6, 2006, payable on March 20, 2006. 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. Consolidated Statements of Operations (unaudited) (in thousands, except per share data)
3 Months Ended 9 Months Ended January 31 January 31 ------------------------ ------------------------- 2006 2005 2006 2005 ---------- ---------- ---------- ---------- Net sales $ 17,724 $ 15,623 $ 60,351 $ 54,276 Cost of products sold 15,278 13,586 51,034 45,310 Gross profit 2,446 2,307 9,317 8,966 Operating expenses 3,079 3,030 8,952 9,336 Operating earnings (loss) (633) (993) 365 (370) Other income (expense) 3 (36) 883 4 Interest expense (112) (84) (317) (254) Earnings (loss) before income taxes (742) (1,113) 931 (620) Income tax expense (benefit) (268) (382) 326 (227) Earnings (loss) before minority interests (474) (731) 605 (393) Minority interests 81 11 158 48 Net earnings (loss) $ (555) $ (742) $ 447* $ (441) Net earnings (loss) per share Basic $ (0.22) $ (0.30) $ 0.18 $ (0.18) Diluted $ (0.22) $ (0.30) $ 0.18 $ (0.18) Weighted average number of common shares outstanding (in thousands) Basic 2,492 2,492 2,492 2,491 Diluted 2,494 2,493 2,493 2,495
* 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) January 31 April 30 2006 2005 ----------- ---------- (unaudited) Assets Cash and cash equivalents $ 890 $ 225 Restricted cash 381 379 Receivables, less allowances 19,103 21,683 Inventories 6,539 3,542 Prepaid expenses and other current assets 1,338 951 Total current assets 28,251 26,780 Net property, plant and equipment 11,161 10,730 Other assets 7,602 8,702 Total Assets $ 47,014 $ 46,212 Liabilities and Stockholders' Equity Short-term borrowings $ 6,244 $ 3,778 Current portion of long-term debt 93 931 Current obligations under capital leases 220 111 Accounts payable 6,873 8,558 Other current liabilities 3,310 3,021 Total current liabilities 16,740 16,399 Other non-current liabilities 4,342 3,824 Total stockholders' equity 25,932 25,989 Total Liabilities and Stockholders' Equity $ 47,014 $ 46,212 Contact: D. Michael Parker 704/871-3290 SOURCE Kewaunee Scientific Corporation -0- 02/22/2006 /CONTACT: D. Michael Parker of Kewaunee Scientific Corporation, +1-704-871-3290/ /Web site: http://www.kewaunee.com / (KEQU) -----END PRIVACY-ENHANCED MESSAGE-----