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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, 2002
[_] 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 (I.R.S.Employer
incorporation or organization) Identification No.)
2700 West Front Street
Statesville, North Carolina 28677
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 873-7202
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(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 6, 2002, the Registrant had outstanding 2,479,745 shares of
Common Stock.
Pages: This report, excluding exhibits, contains 18 pages numbered sequentially
from this cover page.
KEWAUNEE SCIENTIFIC CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2002
Page Number
-----------
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
Condensed Consolidated
Statements of Operations -
Three months and six months
ended October 31, 2002 and 2001 3
Condensed Consolidated
Balance Sheets - October 31, 2002
and April 30, 2002 4
Condensed Consolidated
Statements of Cash Flows -
Six months ended October 31, 2002 and 2001 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 Accountants 14
Report by Independent Accountants 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 16
Item 4. Submission of Matters to a Vote of
Security Holders 17
Item 5. Other Matters 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURE 18
- ---------
Part 1. Financial Information
Item 1. Financial Statements
Kewaunee Scientific Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended Six months ended
October 31 October 31
--------------------- ---------------------
2002 2001 2002 2001
---------- -------- ---------- --------
($ in thousands, except per share data)
Net sales $ 19,905 $22,525 $39,310 $42,265
Cost of products sold 16,012 18,591 31,976 35,124
Non-recurring costs 550 0 550 0
-------- ------- ------- -------
Gross profit 3,343 3,934 6,784 7,141
Operating expenses 3,383 2,858 6,281 5,610
Non-recurring costs 179 179
-------- ------- ------- -------
Operating (loss) earnings (219) 1,076 324 1,531
Interest expense (40) (59) (82) (119)
Other income (expense) 67 (25) 68 38
-------- ------- ------- -------
(Loss) earnings before income taxes (192) 992 310 1,450
Income tax (benefit) expense (68) 354 110 519
-------- ------- ------- -------
Net (loss) earnings ($124) $ 638 $ 200 $ 931
======== ======= ======= =======
Net (loss) earnings per share-
Basic ($0.05) $ 0.26 $ 0.08 $ 0.38
Diluted ($0.05) $ 0.26 $ 0.08 $ 0.38
Weighted average number of common shares
outstanding (in thousands)-
Basic 2,479 2,470 2,475 2,471
Diluted 2,479 2,481 2,485 2,483
See accompanying notes to condensed consolidated financial statements.
3
Kewaunee Scientific Corporation
Condensed Consolidated Balance Sheets
(in thousands)
October 31 April 30
2002 2002
---------- --------
Assets (Unaudited)
- ------
Current assets:
Cash and cash equivalents $ 484 $ 1,747
Receivables, less allowance 19,927 18,979
Inventories 3,053 3,309
Deferred income taxes 581 581
Prepaid income taxes 201 296
Prepaid expenses and other current assets 950 514
--------- --------
Total current assets 25,196 25,426
--------- --------
Property, plant and equipment, at cost 38,682 36,691
Accumulated depreciation (25,314) (23,880)
--------- --------
Net property, plant and equipment 13,368 12,811
--------- --------
Other assets 3,493 3,953
--------- --------
Total Assets $ 42,057 $ 42,190
========= ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Short-term borrowings $ 346 $ -
Current portion of long-term debt 681 681
Accounts payable 6,335 6,648
Employee compensation and amounts withheld 1,399 1,932
Deferred Revenue 494 481
Other accrued expenses 1,620 867
--------- --------
Total current liabilities 10,875 10,609
--------- --------
Long-term debt 1,590 1,930
Deferred income taxes 925 925
Accrued employee benefit plan costs 1,583 1,583
Other long-term liabilities 293 231
--------- --------
Total Liabilities 15,266 15,278
--------- --------
Stockholders' equity:
Common stock 6,550 6,550
Additional paid-in-capital 125 146
Retained earnings 20,999 21,146
Accumulated other comprehensive loss (19) 0
Common stock in treasury, at cost (864) (930)
--------- --------
Total stockholders' equity 26,791 26,912
--------- --------
Total Liabilities and Stockholders' Equity $ 42,057 $ 42,190
========= ========
See accompanying notes to condensed consolidated financial statements.
4
Kewaunee Scientific Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six months ended
October 31
----------------------
2002 2001
-------- --------
Cash flows from operating activities:
Net earnings $ 200 $ 931
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation 1,434 1,042
Provision for bad debts 82 63
Decrease in prepaid income taxes 95 758
Increase in receivables (1,030) (3,499)
Decrease (increase) in inventories 256 (672)
(Decrease) increase in accounts payable and
other current liabilities (93) 1,189
Increase (decrease) in deferred revenue 13 (5)
Other, net 72 182
-------- -------
Net cash provided by (used in) operating activities 1,029 (11)
-------- -------
Cash flows from investing activities:
Capital expenditures (2,362) (1,029)
Proceeds from sale of fixed assets 366 0
-------- -------
Net cash used in investing activities (1,996) (1,029)
-------- -------
Cash flows from financing activities:
Payments on long-term debt (340) (310)
Increase in short-term borrowings 346 1,714
Dividends paid (347) (346)
Proceeds from exercise of stock options (including tax benefit) 45 9
Purchase of treasury stock 0 (106)
-------- -------
Net cash (used in) provided by financing activities (296) 961
-------- -------
Decrease in cash and cash equivalents (1,263) (79)
Cash and cash equivalents, beginning of period 1,747 488
-------- -------
Cash and cash equivalents, end of period $ 484 $ 409
======== =======
See accompanying notes to condensed consolidated financial statements.
5
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 2002 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):
Oct. 31, 2002 April 30,2002
------------- -------------
Finished products $ 560 $ 671
Work in process 1,142 1,007
Raw materials 1,351 1,631
------ ------
$3,053 $3,309
====== ======
6
C. Balance Sheet
The Company's April 30, 2002 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, 2002 and 2001 (in thousands):
Laboratory Technical
Products Products Corporate Total
-------- ------- --------- -----
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 profit (loss)
excluding non-recurring charges 605 451 (519) (537)
Three months ended
October 31, 2001
- ----------------
Revenues from
external customers $20,951 $1,574 -- $22,525
Intersegment revenues 347 -- (347) --
Segment profit (loss) 1,260 (90) (178) 992
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 profit (loss)
excluding non-recurring charges 1,473 335 (769) 1,039
Six months ended
October 31, 2001
- ----------------
Revenues from
external customers $38,795 $3,470 -- $42,265
Intersegment revenues 451 -- (451) --
Segment profit (loss) 2,085 (274) (361) 1,450
7
E. Comprehensive Income
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,
2002. The change in fair value of this cash flow hedge during the three months
and six months ended resulted in an increase of $8,000 and $37,000 (net of
income tax), respectively, to accumulated other comprehensive loss in the
accompanying condensed consolidated balance sheet.
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. Changes in exchange rates for the three months and six months ended
October 31, 2002 resulted in an increase of $2,000 and a decrease of $18,000,
respectively, in accumulated other comprehensive loss in the accompanying
condensed consolidated balance sheet.
A reconciliation of net income and total comprehensive income for the three
months and six months ended October 31, 2002 is as follows (in thousands):
Three months ended Six months ended
October 31, 2002 October 31, 2002
---------------- ----------------
Net (loss) income ($124) $200
Change in fair value of
cash flow hedge, net of
income tax (8) (37)
Change in cumulative
foreign currency
translation adjustments (2) 18
------ ----
Total comprehensive (loss) income ($134) $181
8
F. Commitments and Contingencies
The Company previously reported that it had filed an appeal of a judgment in the
amount of approximately $1.3 million that had been issued against the Company in
fiscal year 2002 associated with a legal dispute between the Company and
Bernards Bros. Inc. During the quarter, the Court of Appeals of the State of
California overturned the judgment and returned the case to the Trial Court for
an allocation of the award's judgment between the Company and two other parties
involved in the litigation. The Company believes the case will ultimately be
concluded with a liability to the Company in the amount previously recorded in
the financial statements.
G. Relocation of Technical Products Business
During the current quarter, the Company announced its decision to relocate the
operations of its technical products business from Lockhart, Texas to
Statesville, North Carolina. Once this relocation is complete, the Company
expects to dispose of the land and building in Lockhart, Texas for an amount in
excess of the $1.3 million net book value reflected in the financial statements
at October 31, 2002.
9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
The Company's 2002 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, 2002. The following discussion and analysis
describes material changes in the Company's financial condition since April 30,
2002. The analysis of results of operations compares the three months and six
months ended October 31, 2002 with the comparable periods of the prior fiscal
year.
Results of Operations
The Company recorded sales of $19.9 million for the three months ended October
31, 2002, down 11.6% from sales of $22.3 million for the comparable period of
the prior year. Sales for the six months ended October 31, 2002 were $39.3
million, down 7.0% from sales of $42.3 million in the comparable period of the
prior year.
Sales of laboratory products decreased 13.0% and 6.5% during the three months
and six months ended October 31, 2002, respectively, from the same periods last
year. The sales declines were primarily the result of the timing of customer
delivery requirements adversely affecting sales in the current quarter. Sales of
technical products increased 6.4% during the three months and decreased 12.7%
during six months ended October 31, 2002, respectively, from the same periods
last year.
During the current quarter, the Company announced its decision to relocate the
operations of its technical products business from Lockhart, Texas to the
Company's site in Statesville, North Carolina and to write-down certain related
inventories on hand. Total pre-tax costs associated with the above activities
are estimated to be approximately $1,000,000. In accordance with existing
accounting rules, $379,000 of these charges were recorded in the current
quarter, with the remaining balance of the charges expected to be recorded as
they are incurred in the third and fourth quarters of the current year. The
current quarter charges included $200,000 of inventory write-downs that were
reflected in the cost of sales section in the financial statements and $179,000
of charges reflected in the operating expense section. The remaining expected
charges are primarily associated with relocation costs for transferred
employees, costs of moving equipment and inventories, costs to integrate
computer systems, and severance pay.
10
During the current quarter, the Company recorded a $250,000 pre-tax charge of
accelerated depreciation expense and a $100,000 pre-tax charge to write-down
paint inventories associated with the Company's paint system in Statesville that
is being replaced in the third quarter of the current year with a
state-of-the-art, more cost-effective system.
The gross profit margin for the three months ended October 31, 2002 was 16.8% of
sales, as compared to 17.5% of sales in the comparable quarter of the prior
year. The gross profit margin for the six months ended October 31, 2002 was
17.3%, as compared to 16.9% in the comparable period of the prior year. The
gross profit in the current quarter was adversely affected by $550,000 in
non-recurring charges discussed above. Excluding these non-recurring charges,
the gross profit margins were 19.6% of sales and 18.7% of sales for the three
months and six months ended October 31, 2002, respectively.
Operating expenses, including non-recurring charges, for the three months ended
October 31, 2002 were $3.6 million, or 17.9% of sales, as compared to $2.9
million, or 12.7% of sales, in the comparable period of the prior year.
Operating expenses for the six months ended October 31, 2002 were $6.5 million,
or 16.4% of sales, as compared to $5.6 million, or 13.3% of sales, in the
comparable period of the prior year. The increase in operating expenses for the
three months and six months was primarily attributable to expenses recorded as a
result of the Company's decision to relocate the technical products business, as
well as the inclusion of operating expenses associated with the expansion of
activities in the international marketplace in the current year and increased
sales and marketing expenses. Excluding $179,000 in non-recurring charges
associated with the relocation of the technical products business, operating
expenses for the three and six months ended October 31, 2002 were $3.4 million
and $6.3 million, or 17.0% and 16.0% of sales, respectively.
An operating loss of $192,000 and operating earnings of $310,000 were recorded
for the three months and six months ended October 31, 2002, respectively. This
compares to operating earnings of $992,000 and $1,450,000 for the comparable
periods of the prior year. Excluding the non-recurring charges discussed above
totaling $729,000, operating earnings for the three and six months ended October
31, 2002 were $537,000 and $1,039,000, respectively.
11
Interest expense was $40,000 and $82,000 for the three months and six months
ended October 31, 2002, respectively, compared to $59,000 and $119,000 for the
comparable periods of the prior year. The decrease in interest expense for the
current quarter and year resulted from lower interest rates and lower borrowing
levels.
Other income was $67,000 and $68,000, in the three months and six months ended
October 31, 2002, respectively, compared to other expense of $25,000 and other
income of $38,000 for the comparable periods of the prior year.
Income tax benefit of $68,000 and an income tax expense of $110,000 was recorded
for the three months and six months ended October 31, 2002, respectively, as
compared to income tax expense of $354,000 and $519,000 recorded for the
comparable periods of the prior year. The effective tax rate was approximately
35.5% for the three and six months ended October 31, 2002 and 35.7% and 35.8%
for the three and six months period ended October 31, 2001.
Net loss of $124,000 and net earnings of $200,000, or $.05 per diluted share and
$.08 per diluted share, were recorded for the three months and six months ended
October 31, 2002, respectively. This compares to net earnings of $638,000 and
$931,000, or $.26 per diluted share and $.38 per diluted share, respectively,
for the comparable periods of the prior year. Excluding the non-recurring
charges discussed above and their income tax effect, net earnings for the three
and six months ended October 31, 2002 were $346,000, or $.14 per diluted share,
and $670,000, or $.27 per diluted share, respectively.
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.
The Company had working capital of $14.3 million at October 31, 2002, as
compared to $14.8 million at April 30, 2002. The ratio of current assets to
current liabilities was 2.3-to-1 at October 31, 2002, as compared to 2.4-to-1 at
April 30, 2002. At October 31, 2002, advances of $346,000 were outstanding under
the Company's $6.0 million revolving credit loan.
12
The Company's operations provided cash of $1.0 million during the six months
ended October 31, 2002, primarily attributable to operating earnings, offset by
an increase in accounts receivable. The Company's operations used cash of
$11,000 during six months ended October 31, 2001, primarily from funds required
to support increases in customer receivables and inventories, offset by funds
provided by operating earnings and an increase in accounts payable.
During the six months ended October 31, 2002, the Company used net cash of
$1,996,000 in investing activities comprised of $2,362,000 of capital
expenditures, primarily for production equipment, reduced by the proceeds of
$366,000 from sales of fixed assets. This compares to $1,029,000 for capital
expenditures in the comparable period of the prior year.
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. In addition, the Company's estimates of expected costs to
be incurred in connection with its decision to relocate the technical products
business may be adversely affected by one or more of the above described
factors. 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.
13
REVIEW BY INDEPENDENT ACCOUNTANTS
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, 2002 has been
performed by PricewaterhouseCoopers LLP, the Company's independent accountants.
Their report on the interim financial information follows.
14
REPORT OF INDEPENDENT ACCOUNTANTS
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, 2002 and April 30, 2002, and
the related condensed consolidated statements of operations for each of the
three and six-month periods ended October 31, 2002 and October 31, 2001 and the
condensed consolidated statement of cash flows for the six-month periods ended
October 31, 2002 and October 31, 2001. 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,
2002, 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 3, 2002 we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying condensed balance sheet as of April 30, 2002 is fairly stated in
all material respects in relation to the balance sheet from which it has been
derived.
PricewaterhouseCoopers LLP
Charlotte, North Carolina
November 20, 2002
15
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, 2002.
Item 4. Controls and Procedures
An evaluation was performed under the supervision and with 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. Based on that evaluation, the Company's
management, including the CEO and CFO, concluded the Company's
disclosure controls and procedures were effective as of October 31,
2002, in ensuring that all material information required to be filed
in this quarterly report has been made known to them in a timely
fashion.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal
controls subsequent to October 31, 2002.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company previously reported that it had filed an appeal of a
judgment in the amount of approximately $1.3 million that had been
issued against the Company in fiscal year 2002 associated with a legal
dispute between the Company and Bernards Bros. Inc. During the
quarter, the Court of Appeals of the State of California overturned
the judgment and returned the case to the Trial Court for an
allocation of the award's judgment between the Company and two other
parties' involved in the litigation. The Company believes the case
will ultimately be concluded with a liability to the Company in the
amount previously recorded in the financial statements.
16
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on August 28,
2002. 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, 2002.
Item 5. Other Matters
Consistent with Section 10A(i)(2) of the Securities Exchange Act of
1934, as added by Section 202 of the Public Company Accounting Reform
and Investor Protection Act of 2002, the Company is responsible for
disclosing the nature of non-audit services approved by our Audit
Committee during a quarter to be performed by PricewaterhouseCoopers
LLP, our independent auditor. Non-audit services are services other
than those provided by PricewaterhouseCoopers LLP in connection with
an audit or review of the Company's financial statements. During the
second quarter of fiscal year 2003 our Audit Committee did not approve
any non-audit services to be performed by PricewaterhouseCoopers LLP.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 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.
99.2 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.
99.3 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.
99.4 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.
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Commission during the
three months ended October 31, 2002.
17
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 13, 2002 By /s/ D. Michael Parker
-----------------------
D. Michael Parker
Senior Vice President, Finance and
Chief Financial Officer
18