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KEWAUNEE SCIENTIFIC CORP /DE/FALSE000005552900000555292023-03-082023-03-08



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 8, 2023
 
 
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
 
Delaware   0-5286   38-0715562
(State or other jurisdiction of
incorporation or organization)
  (Commission File
Number)
  (IRS Employer
Identification No.)
2700 West Front Street
Statesville, NC 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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $2.50 par value
KEQU The Nasdaq Global Market

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 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the On March 8, 2023, Kewaunee Scientific Corporation issued a press release announcing its financial results for the third quarter of fiscal year 2023.
Exchange Act. ☐
 
 






Item 2.02 Results of Operations and Financial Condition
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.
   Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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 thereunto duly authorized.
  KEWAUNEE SCIENTIFIC CORPORATION
                             (Registrant)
Date: March 8, 2023   By /s/ Donald T. Gardner III
  Donald T. Gardner III
  Vice President, Finance
Chief Financial Officer




EX-99.1 2 pressreleasefy23q3.htm EX-99.1 Document

image_0a.jpg

Kewaunee Scientific Reports
Results for Third Quarter of Fiscal Year 2023

Exchange:    NASDAQ (KEQU)                Contact:    Donald T. Gardner III
                                    704/871-3274

STATESVILLE, N.C. March 8, 2023 – PRNewswire / Kewaunee Scientific Corporation (NASDAQ: KEQU) today announced results for its third quarter ended January 31, 2023.

Fiscal Year 2023 Third Quarter Results:

Sales during the third quarter of fiscal year 2023 were $60,821,000, an increase of 49.7% compared to sales of $40,633,000 from the prior year third quarter. Pre-tax earnings for the quarter were $2,060,000 compared to a pre-tax loss of $887,000 for the prior year quarter. Net earnings were $723,000 compared to a net loss of $1,319,000 for the prior year quarter. EBITDA1 for the quarter was $2,683,000 compared to ($117,000) for the prior year quarter. Diluted earnings per share was $0.25 compared to a diluted loss per share of ($0.47) in the prior year quarter.

The Company’s order backlog was $153.2 million on January 31, 2023, as compared to $138.1 million on January 31, 2022, and $173.9 million on April 30, 2022. As announced in a press release on March 7th, 2023, the Company's International segment has been awarded a multi-year contract to provide laboratory furniture, fume hoods, and technical products for Indian Oil Corporation Limited, located in Faridabad, India. This award is similar in size to other large international projects that have been reported over the past year and has been included in the order backlog amount noted above. This project is expected to be delivered over the next twelve to eighteen months.

Domestic Segment - Domestic sales for the quarter were $36,134,000, an increase of 22.4% from sales of $29,531,000 in the prior year quarter. Similar to the Company's first and second quarter results, Domestic segment earnings for the current quarter were impacted as the Company worked to deliver a portion of the remaining direct orders in its order backlog, the majority of which were priced and executed prior to the broad-based inflation experienced last fiscal year. Although these projects continue to impact earnings, the remainder of the orders delivered in the quarter had strong margins as pricing has been fully matched with costs. Domestic segment net income was $417,000 compared to a net loss of $305,000 in the prior year quarter. Domestic segment EBITDA was $1,012,000 compared to $347,000 for the prior year quarter.

International Segment - International sales for the quarter were $24,687,000, an increase of 122.4% from sales of $11,102,000 in the prior year quarter due to the continued delivery of several large projects recorded in the prior fiscal year. International segment net income was
1 EBITDA is a non-GAAP financial measure. See the table below for a reconciliation of EBITDA and segment EBITDA to net earnings (loss), the most directly comparable GAAP measure.

CORPORATE OFFICES ● P. O. BOX 1842, STATESVILLE, NORTH CAROLINA 28687-1842 ● 2700 WEST FRONT STREET, STATESVILLE, NORTH CAROLINA 28677-2927
PHONE 704-873-7202 ● FAX 704-873-1275


$1,561,000 compared to $573,000 in the prior year quarter. International segment EBITDA was $2,385,000 compared to $874,000 for the prior year quarter.

Corporate Segment – Corporate segment pre-tax net loss was $1,144,000 for the quarter, as compared to a pre-tax net loss of $1,501,000 in the prior year period. Corporate segment EBITDA for the quarter was ($714,000) compared to corporate segment EBITDA of ($1,338,000) for the prior year quarter. The primary driver of the increase in EBITDA was a revision of the Company's global transfer pricing study that resulted in a true-up of charges to the International segment that was recorded in the third quarter.

Total cash on hand on January 31, 2023 was $18,416,000, as compared to $6,894,000 on April 30, 2022. The increase in cash was primarily from the proceeds of the sale-leaseback financing transaction that was recorded as a note receivable on April 30, 2022, advanced billings received for several large international projects, and proceeds from a small balance being drawn on the new credit facility. Working capital was $47,348,000, as compared to $21,412,000 at the end of the third quarter last year and $49,272,000 on April 30, 2022. The Company had short-term debt of $5,753,000 as of January 31, 2023, as compared to $1,588,000 on April 30, 2022. Long-term debt was $29,154,000 on January 31, 2023, as compared to $29,704,000 on April 30, 2022. The Company’s debt-to-equity ratio on January 31, 2023 was 1.22-to-1, as compared to 1.07-to-1 on April 30, 2022.

"Kewaunee's financial performance during the third quarter of fiscal year 2023 continued to improve when compared to the first two quarters of the fiscal year, despite the ongoing negative impact of direct contracts that we are working to complete," said Thomas D. Hull III, Kewaunee's President and Chief Executive Officer.

"I am proud of the drive and perseverance of Kewaunee's domestic team to see through the implementation of the changes to our channel strategy announced last year whereby we exited several markets where we traditionally sold directly. Our team has worked diligently toward completion of our remaining direct projects by the end of the fourth quarter while continuing to grow with our dealer and distribution partners. We believe that we have the best dealer and distribution partners in the industry. They continue to invest in their businesses in anticipation of continued growth in demand for the products Kewaunee designs and manufactures."

"Kewaunee's international business remains strong, with our Associates performing at a high level both delivering on our existing commitments while continuing to win in the marketplace. As previously mentioned, Kewaunee was awarded a multi-year contract to provide laboratory furniture, fume hoods, and technical products for Indian Oil Corporation Limited, further strengthening our order backlog."

"While we are monitoring uncertainty regarding the health of the economy, we are focusing on what is within our control. Our team wakes up every day with a mindset of continuous improvement and commitment to operating with excellence." EBITDA and Segment EBITDA are calculated as net earnings (loss), less interest expense and interest income, income taxes, depreciation, and amortization.




EBITDA and Segment EBITDA Reconciliation

Quarter Ended January 31, 2022 Domestic International Corporate Consolidated
Net Earnings (Loss) $ (305) $ 573  $ (1,587) $ (1,319)
Add/(Less):
Interest Expense —  150  158 
Interest Income —  (47) (4) (51)
Income Taxes 50  264  85  399 
Depreciation and Amortization 602  76  18  696 
EBITDA $ 347  $ 874  $ (1,338) $ (117)
Quarter Ended January 31, 2023 Domestic International Corporate Consolidated
Net Earnings (Loss) $ 417  $ 1,561  $ (1,255) $ 723 
Add/(Less):
Interest Expense —  53  383  436 
Interest Income —  (147) —  (147)
Income Taxes —  852  110  962 
Depreciation and Amortization 595  66  48  709 
EBITDA $ 1,012  $ 2,385  $ (714) $ 2,683 
Year to Date January 31, 2022 Domestic International Corporate Consolidated
Net Earnings (Loss) $ (2,609) $ 1,313  $ (4,468) $ (5,764)
Add/(Less):
Interest Expense —  17  379  396 
Interest Income —  (138) (6) (144)
Income Taxes 50  710  85  845 
Depreciation and Amortization 1,825  213  54  2,092 
EBITDA $ (734) $ 2,115  $ (3,956) $ (2,575)
Year to Date January 31, 2023 Domestic International Corporate Consolidated
Net Earnings (Loss) $ 1,006  $ 3,405  $ (4,678) $ (267)
Add/(Less):
Interest Expense —  113  1,077  1,190 
Interest Income —  (409) (357) (766)
Income Taxes —  1,801  110  1,911 
Depreciation and Amortization 1,805  194  143  2,142 
EBITDA $ 2,811  $ 5,104  $ (3,705) $ 4,210 

About Non-GAAP Measures

We believe EBITDA and Segment EBITDA allow management and investors to compare our performance to other companies on a consistent basis without regard to depreciation and amortization, which can vary significantly between companies depending upon many factors. EBITDA and Segment EBITDA are not calculations based upon generally accepted accounting principles, and the method for calculating EBITDA and Segment EBITDA can vary among companies. The amounts included in the EBITDA and Segment EBITDA calculations, however, are derived from amounts included in the historical consolidated statements of operations. EBITDA and Segment EBITDA should not be considered as alternatives to net earnings (loss) or operating earnings (loss) as an indicator of the Company’s operating performance, or as an alternative to operating cash flows as a measure of liquidity.




About Kewaunee Scientific

Founded in 1906, Kewaunee Scientific Corporation is a recognized global leader in the design, manufacture, and installation of laboratory, healthcare, and technical furniture products. The Company’s products include steel and wood casework, fume hoods, adaptable modular systems, moveable workstations, stand-alone benches, biological safety cabinets, and epoxy resin work surfaces and sinks.

The Company’s corporate headquarters are located in Statesville, North Carolina. Sales offices are located in the United States, India, Saudi Arabia, and Singapore. Three manufacturing facilities are located in Statesville serving the domestic and international markets, and one manufacturing facility is located in Bangalore, India serving the local, Asian, and African markets. Kewaunee Scientific's website is located at http://www.kewaunee.com.

This press release contains statements that the Company believes to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the Company's future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "predict," "believe" and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other important factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to: competitive and general economic conditions, including disruptions from government mandates, both domestically and internationally, as well as supplier constraints and other supply disruptions; changes in customer demands; technological changes in our operations or in our industry; dependence on customers’ required delivery schedules; risks related to fluctuations in the Company’s operating results from quarter to quarter; risks related to international operations, including foreign currency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; acts of terrorism, war, governmental action, and natural disasters and other Force Majeure events. The cautionary statements made pursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to our stockholders’ interest. Many important factors that could cause such a difference are described under the caption “Risk Factors,” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2022, which you should review carefully, and in our subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. These reports are available on our investor relations website at www.kewaunee.com and on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this document. The Company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.




Kewaunee Scientific Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
($ and shares in thousands, except per share amounts)

  Three Months Ended
January 31,
Nine Months Ended
January 31,
  2023 2022 2023 2022
Net sales $ 60,821  $ 40,633  $ 165,508  $ 119,157 
Cost of products sold 50,491  35,011  140,281  104,264 
Gross profit 10,330  5,622  25,227  14,893 
Operating expenses 8,026  6,490  22,564  19,742 
Operating profit (loss) 2,304  (868) 2,663  (4,849)
Pension (expense) income (18) 88  (53) 266 
Other income, net 210  51  756  149 
Interest expense (436) (158) (1,190) (396)
Profit (loss) before income taxes 2,060  (887) 2,176  (4,830)
Income tax expense 962  399  1,911  845 
Net earnings (loss) 1,098  (1,286) 265  (5,675)
Less: Net earnings attributable to the non-controlling interest 375  33  532  89 
Net earnings (loss) attributable to Kewaunee Scientific Corporation $ 723  $ (1,319) $ (267) $ (5,764)
Net earnings (loss) per share attributable to Kewaunee Scientific Corporation stockholders
Basic $ 0.26  $ (0.47) $ (0.09) $ (2.07)
Diluted $ 0.25  $ (0.47) $ (0.09) $ (2.07)
Weighted average number of common shares outstanding
Basic 2,830  2,790  2,822  2,785 
Diluted 2,911  2,790  2,822  2,785 





Kewaunee Scientific Corporation
Condensed Consolidated Balance Sheets
($ in thousands)

January 31, 2023 April 30, 2022
  (Unaudited)
Assets
Cash and cash equivalents $ 13,047  $ 4,433 
Restricted cash 5,369  2,461 
Receivables, less allowances 43,988  41,254 
Inventories 21,412  23,796 
Note receivable —  13,457 
Prepaid expenses and other current assets 7,745  6,164 
Total Current Assets 91,561  91,565 
Net Property, Plant and Equipment 14,541  15,121 
Right of use assets 9,563  7,573 
Other assets 6,121  4,514 
Total Assets $ 121,786  $ 118,773 
Liabilities and Stockholders' Equity
Short-term borrowings $ 5,753  $ 1,588 
Current portion of lease obligations 2,120  1,445 
Current portion of financing liability 625  575 
Accounts payable 24,914  27,316 
Other Current Liabilities 10,801  11,369 
Total Current Liabilities 44,213  42,293 
Long-term portion of lease obligations 7,578  6,407 
Long-term portion of financing liability 28,298  28,775 
Other non-current liabilities 5,359  5,118 
Total Liabilities 85,448  82,593 
Kewaunee Scientific Corporation Equity 35,351  35,694 
Non-controlling interest 987  486 
Total Stockholders' Equity 36,338  36,180 
Total Liabilities and Stockholders' Equity $ 121,786  $ 118,773