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KEWAUNEE SCIENTIFIC CORP /DE/FALSE000005552900000555292024-12-112024-12-11



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): December 11, 2024
 
 
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 December 11, 2024, Kewaunee Scientific Corporation issued a press release announcing its financial results for the second quarter of fiscal year 2025.
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: December 11, 2024   By /s/ Donald T. Gardner III
  Donald T. Gardner III
  Vice President, Finance
Chief Financial Officer




EX-99.1 2 prfy25q2earningsrelease-wa.htm EX-99.1 Document

logo_stackedxdark.jpg

Kewaunee Scientific Reports
Results for Second Quarter of Fiscal Year 2025

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

STATESVILLE, N.C. December 11, 2024 – PRNewswire / Kewaunee Scientific Corporation (NASDAQ: KEQU) today announced results for its second quarter ended October 31, 2024.

Fiscal Year 2025 Second Quarter Results:

Sales during the second quarter of fiscal year 2025 were $47,764,000, a decrease of 5.3% compared to sales of $50,436,000 from the prior year's second quarter. Pre-tax earnings for the quarter were $3,931,000 compared to $4,845,000 for the prior year quarter, a decrease of 18.9%. Net earnings were $3,008,000 compared to net earnings of $2,732,000 for the prior year quarter. EBITDA1 for the quarter was $4,883,000 compared to $5,662,000 for the prior year quarter. Diluted earnings per share was $1.01 compared to diluted earnings per share of $0.93 in the prior year quarter.

The Company’s order backlog was at a historically high level of $184.4 million on October 31, 2024, as compared to $146.3 million on October 31, 2023, and $155.6 million on April 30, 2024.

Domestic Segment - Domestic sales for the quarter were $36,409,000, an increase of 6.5% from sales of $34,185,000 in the prior year quarter. Domestic segment net earnings was $4,524,000 compared to $3,054,000 in the prior year quarter. Domestic segment EBITDA was $6,838,000 compared to $5,230,000 for the prior year quarter. The increase in Domestic sales and earnings was primarily driven by higher product demand.

International Segment - International sales for the quarter were $11,355,000, a decrease of 30.1% from sales of $16,251,000 in the prior year quarter. International segment net earnings was $356,000 compared to $525,000 in the prior year quarter. International segment EBITDA was $592,000 compared to $1,635,000 for the prior year quarter. The decline in sales is attributable to customer construction site delays in India which pushed out the timing of deliveries.

Corporate Segment – Corporate segment pre-tax net loss was $2,444,000 for the quarter, as compared to a pre-tax net loss of $1,243,000 in the prior year quarter. Corporate segment EBITDA for the quarter was ($2,547,000) compared to corporate segment EBITDA of ($1,203,000) for the prior year quarter. The change in EBITDA was primarily driven by an increase in professional service and other fees during the quarter related to the acquisition of Nu Aire, Inc., which closed on November 1, 2024, and costs incurred related to Sarbanes-Oxley 404(b) compliance readiness.

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


Total cash on hand on October 31, 2024 was $29,664,000, as compared to $25,938,000 on April 30, 2024. Working capital was $59,965,000, as compared to $52,144,000 at the end of the second quarter last year and $56,037,000 on April 30, 2024.

The Company had short-term debt of $805,000 as of October 31, 2024, as compared to $3,099,000 on April 30, 2024. Long-term debt was $28,047,000 on October 31, 2024, as compared to $28,479,000 on April 30, 2024. The building lease from the Company's December 2021 sale-leaseback transaction accounts for $27,782,000 of the long-term debt on October 31, 2024 and $28,133,000 of the long-term debt on April 30, 2024. Long-term debt, net of the sale-leaseback transaction, was $265,000 on October 31, 2024 as compared to $346,000 on April 30, 2024. The Company’s debt-to-equity ratio on October 31, 2024 was 0.59-to-1, as compared to 0.70-to-1 on April 30, 2024. The Company's debt-to-equity ratio, net of the sale-leaseback transaction, on October 31, 2024 was 0.14-to-1, as compared to 0.20-to-1 on April 30, 2024.

"Our financial performance for the second quarter of fiscal year 2025 was strong," said Thomas D. Hull III, Kewaunee's President and Chief Executive Officer. "Domestic segment operating performance improved compared to last year's second quarter as a result of higher product demand, highlighting our continued health and advantage in the market. As discussed during the first quarter of fiscal year 2025, customer construction site delays in India on multiple projects continue to impact our ability to ship products and deliver services, leading to a decrease in sales and earnings when compared to the prior year second quarter."

"Looking ahead, our backlog remains very healthy, demonstrating the continued vitality and investment in the markets in which Kewaunee participates and the success both Kewaunee and our channel partners continue to achieve in the marketplace. The strength of Kewaunee's backlog positions the company well to deliver another strong year for our fiscal year."

"Additionally, on November 1, 2024, Kewaunee announced the acquisition of Nu Aire, Inc.," Hull continued. "Nu Aire is renowned for its manufacturing of robust containment solutions, such as biological safety cabinets, airflow products, and more, which serve a diverse range of industries. While not reflected in our second quarter fiscal year 2025 results, Nu Aire will be included going forward, beginning with our third quarter fiscal year 2025 results. It is worth noting the company incurred expenses related to the acquisition of $2.3 million in the current fiscal year, which are outlined in the attached exhibits."

"The acquisition of Nu Aire presents a unique opportunity for Kewaunee to expand its capabilities, allowing the combined organization to better meet the diverse needs of end-users in laboratory furnishings and, through Nu Aire's established distribution partners, reach regions where Kewaunee has not previously had a presence. This move accelerates the Company's vision of becoming the market leader in the design and manufacturing of laboratory furniture and technical products essential for outfitting the laboratories of tomorrow."




EBITDA, Segment EBITDA, Adjusted EBITDA, and Adjusted Segment EBITDA Reconciliation
(Unaudited)
($ in thousands)
Quarter Ended October 31, 2023 Domestic International Corporate Consolidated
Net Earnings (Loss) $ 3,054  $ 525  $ (847) $ 2,732 
Add/(Less):
Interest Expense 323  35  14  372 
Interest Income —  (205) (22) (227)
Income Taxes 1,232  1,179  (396) 2,015 
Depreciation and Amortization 621  101  48  770 
EBITDA $ 5,230  $ 1,635  $ (1,203) $ 5,662 
Quarter Ended October 31, 2024 Domestic International Corporate Consolidated
Net Earnings (Loss) $ 4,524  $ 356  $ (1,872) $ 3,008 
Add/(Less):
Interest Expense 413  19  10  442 
Interest Income —  (133) (156) (289)
Income Taxes 1,241  247  (572) 916 
Depreciation and Amortization 660  103  43  806 
EBITDA $ 6,838  $ 592  $ (2,547) $ 4,883 
Professional & Other Fees
—  —  1,540   2 1,540 
Adjusted EBITDA $ 6,838  $ 592  $ (1,007) $ 6,423 
Year to Date October 31, 2023 Domestic International Corporate Consolidated
Net Earnings (Loss) $ 5,765  $ 994  $ (1,553) $ 5,206 
Add/(Less):
Interest Expense 703  71  28  802 
Interest Income —  (418) (23) (441)
Income Taxes 2,145  1,461  (694) 2,912 
Depreciation and Amortization 1,195  197  96  1,488 
EBITDA $ 9,808  $ 2,305  $ (2,146) $ 9,967 
Year to Date October 31, 2024 Domestic International Corporate Consolidated
Net Earnings (Loss) $ 7,395  $ 819  $ (3,013) $ 5,201 
Add/(Less):
Interest Expense 854  40  20  914 
Interest Income —  (307) (329) (636)
Income Taxes 2,005  526  (1,423) 1,108 
Depreciation and Amortization 1,322  210  89  1,621 
EBITDA $ 11,576  $ 1,288  $ (4,656) $ 8,208 
Professional & Other Fees
—  —  2,270   3 2,270 
Adjusted EBITDA $ 11,576  $ 1,288  $ (2,386) $ 10,478 

2 Professional and other fees incurred during the three months ended October 31, 2024 related to the Company's acquisition of Nu Aire, Inc. ("Nu Aire"), which closed on November 1, 2024
3 Professional and other fees incurred during the six months ended October 31, 2024 related to the Company's acquisition of Nu Aire



Adjusted Consolidated Statement of Operations Reconciliation
(Unaudited)
($ in thousands, except per share amounts)
 
Three Months Ended October 31,
  As Reported 2024
Professional & Other Fees
Adjusted
2024
2023
Net sales $ 47,764  $ $ 47,764 $ 50,436 
Cost of products sold 33,812  33,812 36,968 
Gross profit 13,952  13,952 13,468 
Operating expenses 9,518  1,2164 8,302 8,359 
Operating profit 4,434  1,216 5,650 5,109 
Pension expense —  —  —  (40)
Other (expense) income, net
(61) 3245 263 148 
Interest expense (442) (442) (372)
Profit before income taxes 3,931  1,540  5,471  4,845 
Income tax expense 916  3516 1,267  2,015 
Net earnings 3,015  1,189 4,204 2,830 
Less: Net earnings attributable to the non-controlling interest 7 98 
Net earnings attributable to Kewaunee Scientific Corporation $ 3,008  $ 1,189 $ 4,197 $ 2,732 
Net earnings per share attributable to Kewaunee Scientific Corporation stockholders
Basic $ 1.05  $ 0.41  $ 1.46  $ 0.94 
Diluted $ 1.01  $ 0.40  $ 1.41  $ 0.93 
 
Six Months Ended October 31,
  As Reported 2024
Professional & Other Fees
Adjusted
2024
2023
Net sales $ 96,157  $ $ 96,157 $ 100,275 
Cost of products sold 69,717  69,717 74,893 
Gross profit 26,440  26,440 25,382 
Operating expenses 19,431  1,9467 17,485 16,465 
Operating profit 7,009  1,946 8,955 8,917 
Pension expense —  —  —  (81)
Other income, net 266  3248 590 223 
Interest expense (914) (914) (802)
Profit before income taxes 6,361  2,270  8,631  8,257 
Income tax expense 1,108  5189 1,626  2,912 
Net earnings 5,253  1,752 7,005 5,345 
Less: Net earnings attributable to the non-controlling interest 52  52 139 
Net earnings attributable to Kewaunee Scientific Corporation $ 5,201  $ 1,752 $ 6,953 $ 5,206 
Net earnings per share attributable to Kewaunee Scientific Corporation stockholders
Basic $ 1.82  $ 0.61  $ 2.43  $ 1.81 
Diluted $ 1.75  $ 0.59  $ 2.34  $ 1.79 
4 Professional fees incurred during the three months ended October 31, 2024 related to the Company's acquisition of Nu Aire
5 Cost incurred related to the early termination of the Company's Revolving Credit Facility
6 Estimated tax impact of professional and other fees incurred during the three months ended October 31, 2024 related to the Company's acquisition of Nu Aire
7 Professional fees incurred during the six months ended October 31, 2024 related to the Company's acquisition of Nu Aire
8 Cost incurred related to the early termination of the Company's Revolving Credit Facility
9 Estimated tax impact of professional and other fees incurred during the six months ended October 31, 2024 related to the Company's acquisition of Nu Aire



About Non-GAAP Measures

The Company includes non-GAAP financial measures such as adjusted net earnings and adjusted net earnings per share, in the information provided with this press release as supplemental information relating to its operating results. Adjusted net earnings represents GAAP net earnings adjusted for professional and other fees related to the acquisition of Nu Aire, Inc. and the corresponding tax impact. This financial information is not in accordance with, or an alternative for, GAAP-compliant financial information and may be different from the operating or non-GAAP financial information used by other companies. The Company believes that this presentation of adjusted net earnings and adjusted net earnings per share provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations.

EBITDA and Segment EBITDA are calculated as net earnings (loss), less interest expense and interest income, income taxes, depreciation, and amortization. Adjusted EBITDA and Adjusted Segment EBITDA are calculated as EBITDA or Segment EBITDA less the impact of the professional and other fees related to the Company's acquisition of Nu Aire, Inc., as discussed in more detail above. We believe EBITDA, Segment EBITDA, Adjusted EBITDA, and Adjusted Segment EBITDA allow management and investors to compare our performance to other companies on a consistent basis without regard to depreciation and amortization or the professional fees not related to our core business incurred during the current period, which can vary significantly between companies depending upon many factors. EBITDA, Segment EBITDA, Adjusted EBITDA, and Adjusted Segment EBITDA are not calculations based upon generally accepted accounting principles, and the method for calculating EBITDA, Segment EBITDA, Adjusted EBITDA, and Adjusted Segment EBITDA can vary among companies. The amounts included in the EBITDA, Segment EBITDA, Adjusted EBITDA, and Adjusted Segment EBITDA calculations, however, are derived from amounts included in the historical consolidated statements of operations. EBITDA, Segment EBITDA, Adjusted EBITDA, and Adjusted 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 Nu Aire

Founded in 1971 and based in Minneapolis, the Company is a leading manufacturer of equipment for a diverse range of laboratory and pharmacy environments. Nu Aire is the North American market share leader in biological safety cabinets and other airflow products and also offers a complete line of CO2 incubators, ultralow freezers, animal handling equipment, pharmacy compounding isolators, and parts and accessories. Nu Aire’s equipment is required for safety and quality in every type of laboratory: life sciences research, clinical, hospital, biotech and pharmaceutical R&D, academia, food and beverage, industrial and more. Nu Aire’s website is located at http://www.nuaire.com/.

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: our ability to realize the benefits anticipated as a result of the Nu Aire acquisition; 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, 2024, 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
October 31,
Six Months Ended
October 31,
  2024 2023 2024 2023
Net sales $ 47,764  $ 50,436  $ 96,157  $ 100,275 
Cost of products sold 33,812  36,968  69,717  74,893 
Gross profit 13,952  13,468  26,440  25,382 
Operating expenses 9,518  8,359  19,431  16,465 
Operating profit 4,434  5,109  7,009  8,917 
Pension expense —  (40) —  (81)
Other (expense) income, net
(61) 148  266  223 
Interest expense (442) (372) (914) (802)
Profit before income taxes 3,931  4,845  6,361  8,257 
Income tax expense 916  2,015  1,108  2,912 
Net earnings 3,015  2,830  5,253  5,345 
Less: Net earnings attributable to the non-controlling interest 98  52  139 
Net earnings attributable to Kewaunee Scientific Corporation
$ 3,008  $ 2,732  $ 5,201  $ 5,206 
Net earnings per share attributable to Kewaunee Scientific Corporation stockholders
Basic $ 1.05  $ 0.94  $ 1.82  $ 1.81 
Diluted $ 1.01  $ 0.93  $ 1.75  $ 1.79 
Weighted average number of common shares outstanding
Basic 2,872  2,903  2,861  2,882 
Diluted 2,974  2,931  2,971  2,908 





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

October 31, 2024 April 30, 2024
  (Unaudited)
Assets
Cash and cash equivalents $ 25,963  $ 23,267 
Restricted cash 3,701  2,671 
Receivables, less allowances 41,885  45,064 
Inventories 18,659  20,679 
Prepaid expenses and other current assets 6,228  5,136 
Total Current Assets 96,436  96,817 
Net Property, Plant and Equipment 16,990  17,649 
Right of use assets 6,941  7,454 
Deferred income taxes 8,305  7,401 
Other assets 5,806  5,445 
Total Assets $ 134,478  $ 134,766 
Liabilities and Stockholders' Equity
Short-term borrowings $ 805  $ 3,099 
Current portion of lease obligations 2,221  2,234 
Current portion of financing liability 750  713 
Accounts payable 21,458  23,262 
Other current liabilities
11,237  11,472 
Total Current Liabilities 36,471  40,780 
Long-term portion of lease obligations 5,191  5,669 
Long-term portion of financing liability 27,032  27,420 
Other non-current liabilities 5,127  4,688 
Total Liabilities 73,821  78,557 
Kewaunee Scientific Corporation Equity 59,328  54,760 
Non-controlling interest 1,329  1,449 
Total Stockholders' Equity 60,657  56,209 
Total Liabilities and Stockholders' Equity $ 134,478  $ 134,766