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KEWAUNEE SCIENTIFIC CORP /DE/ - Quarter Report: 2003 October (Form 10-Q)

Form 10-Q
Table of Contents

 

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 October 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
incorporation or organization)
 

(I.R.S. Employer

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 December 8, 2003, the Registrant had outstanding 2,486,245 shares of Common Stock.

 

Pages: This report, excluding exhibits, contains 19 pages numbered sequentially from this cover page.

 


 


Table of Contents

KEWAUNEE SCIENTIFIC CORPORATION

 

INDEX TO FORM 10-Q

 

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2003

 

          Page
Number


PART I. FINANCIAL INFORMATION

    
Item 1.    Financial Statements     
     Condensed Consolidated Statements of Operations – Three months and six months ended October 31, 2003 and 2002    3
     Condensed Consolidated Balance Sheets – October 31, 2003 and April 30, 2003    4
     Condensed Consolidated Statements of Cash Flows – Six months ended October 31, 2003 and 2002    5
     Notes to Condensed Consolidated Financial Statements    6
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    10
     Review by Independent Auditors    14
     Report by Independent Auditors    15
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    16
Item 4.    Controls and Procedures    16
PART II. OTHER INFORMATION     
Item 1.    Legal Proceedings    17
Item 4.    Submission of Matters to a Vote of Security Holders    17
Item 6.    Exhibits and Reports on Form 8-K    18
SIGNATURE    19

 

 


Table of Contents

Part 1. Financial Information

Item  1.   Financial Statements

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

 

    

Three months ended

October 31


   

Six months ended

October 31


 
     2003

    2002

    2003

    2002

 
     ($ in thousands, except per share data)  

Net sales

   $ 24,384     $ 19,905     $ 48,597     $ 39,310  

Cost of products sold

     20,280       16,762       40,890       32,726  
    


 


 


 


Gross profit

     4,104       3,143       7,707       6,584  

Operating expenses

     3,321       3,362       6,322       6,260  
    


 


 


 


Operating earnings (loss)

     783       (219 )     1,385       324  

Interest expense

     (83 )     (40 )     (161 )     (82 )

Other (expense) income

     (47 )     67       149       68  
    


 


 


 


Earnings (loss) before income taxes

     653       (192 )     1,373       310  

Income tax expense (benefit)

     235       (68 )     494       110  
    


 


 


 


Net earnings (loss)

   $ 418       ($124 )   $ 879     $ 200  
    


 


 


 


Net earnings (loss) per share-

                                

Basic

   $ 0.17       ($0.05 )   $ 0.35     $ 0.08  

Diluted

   $ 0.17       ($0.05 )   $ 0.35     $ 0.08  

Weighted average number of common shares outstanding (in thousands)-

                                

Basic

     2,486       2,479       2,485       2,475  

Diluted

     2,491       2,485       2,490       2,485  

 

See accompanying notes to condensed consolidated financial statements.

 

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Kewaunee Scientific Corporation

Condensed Consolidated Balance Sheets

(in thousands)

 

    

October 31

2003


   

April 30

2003


 
     (Unaudited)        

Assets

                

Current assets:

                

Cash and cash equivalents

   $ 796     $ 520  

Receivables, less allowance

     21,930       16,138  

Inventories

     4,740       5,958  

Deferred income taxes

     103       89  

Prepaid income taxes

     422       1,499  

Prepaid expenses and other current assets

     908       782  
    


 


Total current assets

     28,899       24,986  

Property, plant and equipment, at cost

     33,142       31,926  

Accumulated depreciation

     (21,177 )     (20,135 )
    


 


Net property, plant and equipment

     11,965       11,791  
    


 


Other assets

     6,461       6,877  
    


 


Total Assets

   $ 47,325     $ 43,654  
    


 


Liabilities and Stockholders’ Equity

                

Current liabilities:

                

Short-term borrowings

   $ 4,740     $ 1,416  

Current portion of long-term debt

     1,118       681  

Accounts payable

     5,558       8,338  

Employee compensation and amounts withheld

     1,444       1,203  

Deferred Revenue

     1,740       856  

Other accrued expenses

     1,399       834  
    


 


Total current liabilities

     15,999       13,328  

Long-term debt

     1,490       1,249  

Deferred income taxes

     1,151       1,150  

Accrued employee benefit plan costs

     1,657       1,634  

Other long-term liabilities

     495       355  
    


 


Total Liabilities

     20,792       17,716  

Stockholders’ equity:

                

Common stock

     6,550       6,550  

Additional paid-in-capital

     134       145  

Retained earnings

     20,641       20,110  

Accumulated other comprehensive income (loss)

     32       (9 )

Common stock in treasury, at cost

     (824 )     (858 )
    


 


Total stockholders’ equity

     26,533       25,938  
    


 


Total Liabilities and Stockholders’ Equity

   $ 47,325     $ 43,654  
    


 


 

See accompanying notes to condensed financial statements.

 

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Table of Contents

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

    

Six months ended

October 31


 
     2003

    2002

 

Cash flows from operating activities:

                

Net earnings

   $ 879     $ 200  

Adjustments to reconcile net earnings to net cash used in operating activities:

                

Depreciation

     1,041       1,434  

Provision for bad debts

     6       82  

Decrease in prepaid income taxes

     1,077       95  

Increase in receivables

     (5,798 )     (1,030 )

Decrease in inventories

     1,218       256  

Decrease in accounts payable and other current liabilities

     (1,974 )     (93 )

Increase in deferred revenue

     884       13  

Other, net

     481       72  
    


 


Net cash (used in) provided by operating activities

     (2,186 )     1,029  

Cash flows from investing activities:

                

Capital expenditures

     (1,215 )     (2,362 )

Proceeds from sale of fixed assets

     —         366  
    


 


Net cash used in investing activities

     (1,215 )     (1,996 )

Cash flows from financing activities:

                

Increase in short-term borrowings

     3,324       346  

Proceeds from long-term debt

     1,200       —    

Payments on long-term debt

     (522 )     (340 )

Dividends paid

     (348 )     (347 )

Proceeds from exercise of stock options (including tax benefit)

     23       45  
    


 


Net cash provided by (used in) financing activities

     3,677       (296 )
    


 


Increase (decrease) in cash and cash equivalents

     276       1,263  

Cash and cash equivalents, beginning of period

     520       1,747  
    


 


Cash and cash equivalents, end of period

   $ 796     $ 484  
    


 


 

See accompanying notes to condensed financial statements.

 

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Kewaunee Scientific Corporation

Notes to Condensed Consolidated 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 2003 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):

 

     October 31,
2003


   April 30,
2003


Finished products

   $ 1,909    $ 2,402

Work in process

     1,742      1,812

Raw materials

     1,089      1,744
    

  

     $ 4,740    $ 5,958
    

  

 

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C. Balance Sheet

 

The Company’s April 30, 2003 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.

 

D. Segment Information

 

The following table shows net sales and profits by business segment for three months and six months ended October 31, 2003 and 2002 (in thousands):

 

    

Laboratory

Products


  

Technical

Products


    Corporate

    Total

 

Three months ended October 31, 2003

                             

Revenues from external customers

   $ 22,741    $ 1,643     —       $ 24,384  

Intersegment revenues

     377      —       (377 )     —    

Segment profit (loss)

     1,028      40     (415 )     653  

Segment Assets

     42,731      —       4,594       47,325  

Three months ended October 31, 2002

                             

Revenues from external customers

   $ 18,231    $ 1,674     —       $ 19,905  

Intersegment revenues

     183      —       (183 )     —    

Segment profit (loss)

     255      72     (519 )     (192 )

Segment Assets

     39,799      —       2,258       42,057  

Six months ended October 31, 2003

                             

Revenues from external customers

   $ 45,342    $ 3,255     —       $ 48,597  

Intersegment revenues

     1,419      —       (1,419 )     —    

Segment profit (loss)

     1,902      123     (652 )     1,373  

Segment Assets

     42,731      —       4,594       47,325  

Six months ended October 31, 2002

                             

Revenues from external customers

   $ 36,279    $ 3,031     —       $ 39,310  

Intersegment revenues

     345      —       (345 )     —    

Segment profit (loss)

     1,123      (44 )   (769 )     310  

Segment Assets

     39,799      —       2,258       42,057  

 

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E. Comprehensive Income

 

A reconciliation of net earnings and total comprehensive income for the three months and six months ended October 31, 2003 and 2002 is as follows (in thousands):

 

    

Three months ended

October 31, 2003


  

Three months ended

October 31, 2002


 

Net earnings (loss)

   $ 418    $ (124 )

Change in fair value of cash flow hedge, net of income tax

     3      (8 )

Change in cumulative foreign currency translation adjustments

     16      (2 )
    

  


Total comprehensive income (loss)

   $ 437    $ (134 )
    

Six months ended

October 31, 2003


  

Six months ended

October 31, 2002


 

Net earnings

   $ 879    $ 200  

Change in fair value of cash flow hedge, net of income tax

     9      (37 )

Change in cumulative foreign currency translation adjustments

     33      18  
    

  


Total comprehensive income

   $ 921    $ 181  

 

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 October 31, 2003.

 

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.

 

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F. Commitments and Contingencies

 

The Company is involved in a legal dispute with Bernards Bros. Inc., a former customer of the Company. The dispute was the subject of lengthy arbitration proceedings completed in December 2000. In June 2003, a judgment was entered in the case against the Company and two other defendants identifying the responsibility for the payment of the Arbitrator’s award. The Company believes that its ultimate liability regarding this matter ranges from $100,000 to $400,000. At October 31, 2003, the Company had an accrual of $134,000 for final settlement of this matter, unchanged from April 30, 2003.

 

G. Stock Options

 

The Company accounts for stock options granted to employees and directors using the intrinsic value method. Under this method no compensation expense is recorded since the exercise price of the stock options is equal to the market price of the underlying stock on the grant date. Had compensation expense for the stock options issued been determined consistent with Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation,” net earnings and net earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):

 

     Three months ended
October 31, 2003


    Three months ended
October 31, 2002


 

Net earnings (loss) as reported

   $ 418     $ (124 )

Pro forma compensation cost

     (20 )     (27 )

Net earnings (loss) pro forma

     398       (151 )

Net earnings (loss) per share – Basic

                

As reported

   $ 0.17     $ (0.05 )

Pro forma

     0.16       (0.06 )

Net earnings (loss) per share – Diluted

                

As reported

   $ 0.17     $ (0.05 )

Pro forma

     0.16       (0.06 )
     Six months ended
October 31, 2003


    Six months ended
October 31, 2002


 

Net earnings as reported

   $ 879     $ 200  

Pro forma compensation cost

     (40 )     (54 )

Net earnings pro forma

     839       146  

Net earnings per share – Basic

                

As reported

   $ 0.35     $ 0.08  

Pro forma

     0.34       0.06  

Net earnings per share – Diluted

                

As reported

   $ 0.35     $ 0.08  

Pro forma

     0.34       0.06  

 

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Item  2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The Company’s 2003 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, 2003. The following discussion and analysis describes material changes in the Company’s financial condition since April 30, 2003. The analysis of results of operations compares the three months and six months ended October 31, 2003 with the comparable periods of the prior fiscal year.

 

Results of Operations

 

The Company recorded sales of $24.4 million for the three months ended October 31, 2003, up 22.5% from sales of $19.9 million for the comparable period of the prior year. Sales for the six months ended October 31, 2003 were $48.6 million, up 23.6% from sales of $39.3 million in the comparable period of the prior year.

 

Sales of laboratory products increased 24.7% and 25.0% during the three months and six months ended October 31, 2003, respectively, from the same periods last year, while sales of technical products decreased 1.9% and increased 7.4%, respectively. Strong sales were experienced for all of the Company’s major laboratory product lines. The order backlog was $46.3 million at October 31, 2003, compared to $36.9 million at October 31, 2002.

 

The gross profit margin for the three months ended October 31, 2003 was 16.8% of sales, as compared to 15.8% of sales in the comparable quarter of the prior year. The gross profit margin for the six months ended October 31, 2003 was 15.9%, as compared to 16.7% in the comparable period of the prior year. Gross profit margins for the three and six months periods of the current year were adversely affected by pricing pressures in the markets for the Company’s products. The gross profit margin for the six months period of the current year was also adversely affected by manufacturing inefficiencies in the first quarter of the year. The gross profit in the prior year periods were adversely affected by $550,000 in charges related to the relocation of the Company’s technical products business and write-down of related inventories.

 

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Operating expenses for the three months ended October 31, 2003 were $3.3 million, or 13.6% of sales, as compared to $3.4 million, or 16.9% of sales, in the comparable period of the prior year. Included in the current quarter were charges of $144,000 for severance costs and included in the prior year quarter were charges of $179,000 related to the relocation of the Company’s technical products business. Operating expenses for the six months ended October 31, 2003 were $6.3 million, or 13.0% of sales, as compared to $6.3 million, or 15.9% of sales, in the comparable period of the prior year. The improved ratio of expenses to sales in the current year occurred as operating expenses remained relatively flat while sales increased.

 

Interest expense was $83,000 and $161,000 for the three months and six months ended October 31, 2003, respectively, compared to $40,000 and $82,000 for the comparable periods of the prior year. The increase in interest expense for the current quarter and year resulted from higher levels of borrowings.

 

Other expense was $47,000 and other income was $149,000 in the three months and six months ended October 31, 2003, respectively, compared to other income of $67,000 and $68,000 for the comparable periods of the prior year. Other income for the current year was increased by $295,000 in the first quarter from the resolution of a disputed claim for laboratory furniture sold by the Company several years ago.

 

Income tax expenses of $235,000 and $494,000 were recorded for the three months and six months ended October 31, 2003, respectively, as compared to an income tax benefit of $68,000 and an income tax expense of $110,000 recorded for the comparable periods of the prior year. The effective tax rate was approximately 36.0% for the three and six months ended October 31, 2003 and 35.5% for the three and six months period ended October 31, 2002.

 

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Net earnings of $418,000 and $879,000, or $.17 per diluted share and $.35 per diluted share, were recorded for the three months and six months ended October 31, 2003, respectively. This compares to a net loss of $124,000 and net earnings of $200,000, or $.05 per diluted share and $.08 per diluted share, respectively, for the comparable periods of the prior year.

 

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.

 

During the first quarter of the current year, the Company’s revolving credit loan was amended to increase allowable advances under the loan from $7.0 million to $9.0 million. At October 31, 2003, advances of $4,740,000 were outstanding under this loan. During the first quarter of the current year, the Company increased its long-term bank borrowings by $1.2 million, with such borrowings repayable in thirty-three equal monthly installments.

 

The Company had working capital of $12.9 million at October 31, 2003, as compared to $11.7 million at April 30, 2003. The ratio of current assets to current liabilities was 1.8-to-1 at October 31, 2003, as compared to 1.9-to-1 at April 30, 2003.

 

The Company’s operations used cash of $2.2 million during the six months ended October 31, 2003, primarily attributable to an increase in accounts receivable and a decrease in accounts payable, partially offset by reductions in prepaid income taxes and inventories. The Company’s operations provided cash of $1.0 million during six months ended October 31, 2002, primarily from operating earnings, partially offset by an increase in accounts receivable.

 

During the six months ended October 31, 2003, the Company used net cash of $1,215,000 in investing activities, primarily for production equipment, compared to $1,996,000 for such expenditures in the comparable period of the prior year.

 

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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, 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.

 

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REVIEW BY INDEPENDENT AUDITORS

 

A review of the interim financial information included in this Quarterly Report on Form 10-Q for the three months and six months ended October 31, 2003 has been performed by PricewaterhouseCoopers LLP, the Company’s independent auditors. Their report on the interim financial information follows.

 

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REPORT OF INDEPENDENT AUDITORS

 

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 October 31, 2003 and April 30, 2003, and the related condensed consolidated statements of operations for each of the three and six-month periods ended October 31, 2003 and October 31, 2002 and the condensed consolidated statement of cash flows for the six-month periods ended October 31, 2003 and October 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, 2003, 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 4, 2003 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, 2003 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

 

November 21, 2003

 

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Item 3.   Quantitative and Qualitative Disclosures About Market Risk

 

There are 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, 2003.

 

Item 4.   Controls and Procedures

 

  (a) Evaluation of disclosure 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 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of October 31, 2003. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that, as of October 31, 2003, the Company’s disclosure controls and procedures were adequate and effective and designed to ensure that all material information required to be filed in this quarterly report is made known to them by others within the Company and its subsidiaries.

 

  (b) Changes in internal controls

 

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to October 31, 2003. As no significant deficiencies or material weaknesses were found, no corrective actions were taken.

 

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PART II. OTHER INFORMATION

 

Item 1.   Legal Proceedings

 

The Company is involved in a legal dispute with Bernards Bros. Inc., a former customer of the Company. The dispute was the subject of lengthy arbitration proceedings completed in December 2000. In June 2003, a judgment was entered in the case against the Company and two other defendants identifying the responsibility for the payment of the Arbitrator’s award. The Company believes that its ultimate liability regarding this matter ranges from $100,000 to $400,000. At October 31, 2003, the Company had an accrual of $134,000 for final settlement of this matter, unchanged from April 30, 2003.

 

Item 4.   Submission of Matters to a Vote of Security Holders

 

The Company’s Annual Meeting of Stockholders was held on August 27, 2003. Information regarding the results of this meeting are incorporated by reference from the Company’s Report on Form 10-Q for the three months ended July 31, 2003.

 

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Item 6.   Exhibits and Reports on Form 8-K

 

  (a) Exhibits

 

31.1    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.
31.2    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.
32.1    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.
32.2    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.

 

  (b) Reports on Form 8-K

 

A Form 8-K was filed on August 25, 2003 with the Commission which included as an exhibit the Company’s Press Release announcing the financial results for the three months ended July 31, 2003.

 

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Table of Contents

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: December 15, 2003       By   /s/    D. MICHAEL PARKER        
         
                D. Michael Parker
Senior Vice President, Finance and
Chief Financial Officer

 

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