Sales Performance - Sales for the quarter were $39 million, a 1.8% decrease from $39.722 million in the comparable period of the prior year[63] - Domestic sales for the quarter were $28.772 million, down 8.9% from $31.584 million in the comparable period of the prior year[63] - International sales for the quarter were $10.228 million, up 25.7% from $8.138 million in the comparable period of the prior year[63] Financial Metrics - The gross profit margin for the three months ended October 31, 2020 was 16.4% of sales, compared to 15.9% in the prior year[66] - Operating expenses for the three months ended October 31, 2020 were $6.406 million, or 16.4% of sales, compared to $6.355 million, or 16.0% in the prior year[67] - Net loss was $180,000, or $0.07 per diluted share, for the three months ended October 31, 2020, compared to a net loss of $2.178 million, or $0.79 per diluted share, in the prior year[73] Order Backlog and Working Capital - The Company's order backlog was $96 million at October 31, 2020, compared to $92 million at October 31, 2019[65] - The Company had working capital of $28.53 million at October 31, 2020, compared to $27.171 million at April 30, 2020[75] Cash Flow - Cash used in operations was $516,000 during the six months ended October 31, 2020, primarily due to increases in receivables and inventory[76] COVID-19 Impact - The Company continues to monitor the impact of the COVID-19 pandemic, which remains uncertain and could materially affect business operations[77]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM 10-Q _________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☐ 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 char ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) Kewaunee Scientific designs, manufactures, and installs laboratory and technical furniture for diverse sectors, facing competition and customer concentration with stable order backlog - The company's principal business involves the design, manufacture, and installation of laboratory, healthcare, and technical furniture products, including steel, wood, laminate furniture, fume hoods, and epoxy resin worksurfaces[11](index=11&type=chunk) - Key markets served include pharmaceutical, biotechnology, industrial, chemical research labs, educational institutions, healthcare facilities, and governmental entities[12](index=12&type=chunk) - Sales from two domestic dealers and a national stocking distributor constituted approximately **37% of total sales** in fiscal year 2020, highlighting significant customer concentration[16](index=16&type=chunk) - The order backlog stood at **$100.9 million** as of April 30, 2020, a slight increase from **$100.8 million** at April 30, 2019[17](index=17&type=chunk) Research & Development and Employee Count | Metric | FY 2020 | FY 2019 | | :--- | :--- | :--- | | R&D Expenditure | $1,816,000 | $1,550,000 | | Full-time Employees (Domestic) | 623 | N/A | | Full-time Employees (International) | 289 | N/A | [Risk Factors](index=5&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from intense competition, customer concentration, volatile raw material costs, international geopolitical and currency exposures, cybersecurity threats, trade policy changes, and the COVID-19 pandemic - Substantial sales to two dealers and a national stocking distributor, representing approximately **37% of fiscal year 2020 sales**, pose a material revenue risk if any are lost[31](index=31&type=chunk) - Increases in raw material costs (steel, wood, epoxy resin) and energy prices on fixed-price contracts could negatively impact profitability[32](index=32&type=chunk) - Changes in U.S. trade policy, including tariffs, could increase costs, reduce demand, and adversely affect business operations[43](index=43&type=chunk)[44](index=44&type=chunk) - The COVID-19 pandemic presents significant risks, including business shutdowns, supply chain disruptions, destabilized financial markets, and increased operating expenses from safety measures[46](index=46&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) - Cybersecurity incidents pose a critical risk, potentially resulting in data loss, reputational damage, and financial liability[39](index=39&type=chunk)[40](index=40&type=chunk) [Properties](index=9&type=section&id=Item%202.%20Properties) Kewaunee owns three manufacturing facilities in Statesville, NC, totaling **413,000 square feet**, and leases additional domestic and international warehouse, distribution, and office spaces - The company owns three adjacent manufacturing facilities in Statesville, NC, totaling **413,000 square feet** on 20 acres[52](index=52&type=chunk) - Leased properties include **391,000 square feet** of distribution and warehouse facilities in Statesville, NC, along with sales offices in Illinois and New Jersey[52](index=52&type=chunk) - Internationally, the company leases an **83,000 square foot** manufacturing facility and a **17,000 square foot** office in Bangalore, India, in addition to a sales office in Singapore[52](index=52&type=chunk) [Legal Proceedings](index=9&type=section&id=Item%203.%20Legal%20Proceedings) The company is engaged in routine legal disputes and audits, which management anticipates will not materially impact its financial condition or operations - The company states that pending legal matters and disputes are not expected to have a material adverse effect on its results of operations or financial condition[53](index=53&type=chunk) [Mine Safety Disclosures](index=9&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not Applicable[54](index=54&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=9&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock, KEQU, saw a significant price decline in fiscal year 2020, with cash dividends reduced to **$0.38 per share** and subsequently suspended in December 2019 - The company's common stock is traded on the NASDAQ Global Market under the symbol **KEQU**[56](index=56&type=chunk) Quarterly Stock Prices (High/Low) | Fiscal Year | Quarter | High | Low | | :--- | :--- | :--- | :--- | | **2020** | Q1 | $23.00 | $16.18 | | | Q2 | $18.20 | $15.06 | | | Q3 | $19.57 | $12.30 | | | Q4 | $12.80 | $6.96 | | **2019** | Q1 | $38.80 | $30.50 | | | Q2 | $35.05 | $25.97 | | | Q3 | $34.84 | $22.00 | | | Q4 | $32.70 | $20.21 | - Cash dividends paid per share were **$0.38** in fiscal year 2020, a decrease from **$0.74** in 2019, with the Board of Directors suspending the dividend on December 16, 2019[58](index=58&type=chunk) [Selected Financial Data](index=10&type=section&id=Item%206.%20Selected%20Financial%20Data) In fiscal year 2020, Kewaunee reported **$147.5 million** in net sales, but reversed to an operating loss of **$2.3 million** and a net loss of **$4.7 million**, with declines in total assets and stockholders' equity Selected Operating Statement Data (in thousands) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net sales | $147,540 | $146,550 | | Gross profit | $23,427 | $25,319 | | Operating earnings (loss) | $(2,345) | $2,112 | | Net earnings (loss) attributable to Kewaunee | $(4,687) | $1,529 | | Diluted EPS | $(1.70) | $0.55 | Selected Balance Sheet & Other Data (in thousands) | Metric | As of April 30, 2020 | As of April 30, 2019 | | :--- | :--- | :--- | | Net working capital | $27,171 | $32,624 | | Total assets | $83,929 | $87,223 | | Total borrowings/long-term debt | $13,913 | $10,926 | | Kewaunee Stockholders' equity | $38,415 | $47,100 | | Capital expenditures | $2,465 | $4,213 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=11&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **0.7% sales increase** in FY2020 to international growth offsetting domestic decline, while a shift to net loss resulted from lower gross profit margins and increased operating expenses due to strategic orders, pandemic impacts, and restructuring, leading to reduced working capital and dividend suspension Sales Performance by Segment (FY2020 vs FY2019) | Segment | FY2020 Sales | FY2019 Sales | Change | | :--- | :--- | :--- | :--- | | Domestic | $115.1 million | $116.6 million | -1.3% | | International | $32.4 million | $30.0 million | +8.3% | | **Total** | **$147.5 million** | **$146.6 million** | **+0.7%** | - Gross profit margin decreased from **17.3%** in FY2019 to **15.9%** in FY2020, primarily due to low-margin strategic orders, including a large Middle East order, and profitability impacts from the coronavirus pandemic[78](index=78&type=chunk) - Operating expenses increased to **$25.8 million** from **$23.2 million**, driven by higher personnel expenses (**$798,000**), incentive compensation (**$385,000**), restructuring expenses (**$312,000**), and bad debt expense (**$299,000**) from the China subsidiary closure[79](index=79&type=chunk) - The company reported a net loss of **$4.7 million** (**$1.70 per share**) in FY2020, a reversal from net earnings of **$1.5 million** (**$0.55 per share**) in FY2019[84](index=84&type=chunk) - Working capital decreased to **$27.2 million** as of April 30, 2020, from **$32.6 million** a year prior, primarily due to lower cash and accounts receivable[94](index=94&type=chunk) - Capital expenditures for FY2021 are anticipated to be approximately **$2.0 million**, primarily focused on modernizing manufacturing capabilities and IT platforms[93](index=93&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=16&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks include interest rate fluctuations on its **$4.7 million** floating-rate debt and foreign currency exchange rate volatility, as **23% of fiscal year 2020 net sales** were in non-U.S. dollar currencies - The company is exposed to interest rate risk on its floating-rate bank line of credit, with **$4.7 million** in advances outstanding as of April 30, 2020[108](index=108&type=chunk) - Foreign currency exchange rate risk is significant, as **23% of net sales** in fiscal year 2020 were in non-U.S. dollar currencies, and the company held **$5.2 million** in foreign currency cash at year-end[109](index=109&type=chunk)[111](index=111&type=chunk) [Financial Statements and Supplementary Data](index=17&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for fiscal years 2020 and 2019, highlighting a **$4.7 million net loss** in 2020, the adoption of ASC 842, the China subsidiary restructuring, and CARES Act tax impacts Consolidated Statement of Operations Highlights (in thousands) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net sales | $147,540 | $146,550 | | Gross profit | $23,427 | $25,319 | | Operating loss | $(2,345) | $2,112 | | Net loss attributable to Kewaunee | $(4,687) | $1,529 | Consolidated Balance Sheet Highlights (in thousands) | Metric | April 30, 2020 | April 30, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $4,365 | $10,647 | | Total Current Assets | $54,231 | $65,357 | | Total Assets | $83,929 | $87,223 | | Total Liabilities | $45,226 | $39,520 | | Total Stockholders' Equity | $38,703 | $47,703 | - In December 2019, the company initiated a restructuring, including closing its China subsidiary, incurring total FY2020 restructuring expenses of **$668,000**, comprising **$380,000** in domestic severance and hiring costs and **$288,000** in international costs, primarily bad debt[230](index=230&type=chunk)[231](index=231&type=chunk) - The company adopted the new lease accounting standard ASU 2016-02 (ASC 842) on May 1, 2019, leading to the recognition of **$9.3 million** in Right-of-Use (ROU) assets on the balance sheet[211](index=211&type=chunk)[212](index=212&type=chunk) - The CARES Act, enacted in March 2020, enables the company to carry back its fiscal year 2020 net operating loss (NOL) to prior years with higher tax rates, generating a tax benefit[191](index=191&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=45&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no disagreements with its accountants regarding accounting principles, financial disclosure, or auditing scope - None reported[236](index=236&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of April 30, 2020, despite a noted administrative error in Form 8-K filing that has been remediated - Management concluded that disclosure controls and procedures are effective, despite an administrative error causing a late Form 8-K filing, for which remediation has occurred[236](index=236&type=chunk) - Based on an evaluation using the COSO framework, management concluded the company maintained effective internal control over financial reporting as of April 30, 2020[237](index=237&type=chunk) [Other Information](index=45&type=section&id=Item%209B.%20Other%20Information) No other information was reported for this period - None[241](index=241&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=46&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for executive officers and incorporates director and audit committee details by reference from the proxy statement, with the code of ethics available online - This section lists the names, ages, positions, and business experience of nine executive officers, including **Thomas D. Hull III** (President and CEO) and **Donald T. Gardner III** (CFO)[244](index=244&type=chunk)[245](index=245&type=chunk) - Information concerning the Board of Directors and the Audit Committee is incorporated by reference from the company's proxy statement[243](index=243&type=chunk)[255](index=255&type=chunk) [Executive Compensation](index=47&type=section&id=Item%2011.%20Executive%20Compensation) All executive compensation information, including discussion, tables, and agreements, is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the Proxy Statement[257](index=257&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=48&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section incorporates security ownership information by reference from the proxy statement and details securities authorized for issuance under equity compensation plans as of April 30, 2020 Equity Compensation Plan Information (as of April 30, 2020) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price | Securities available for future issuance | | :--- | :--- | :--- | :--- | | **Approved by Security Holders** | | | | | 2008 Key Employee Stock Option Plan | 88,000 | $18.45 | — | | 2017 Omnibus Incentive Plan | 52,850 | — | 251,288 | | **Not Approved by Security Holders** | — | — | — | | **Total** | **140,850** | | **251,288** | [Certain Relationships and Related Transactions, and Director Independence](index=48&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related party transactions, and director independence is incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the Proxy Statement[259](index=259&type=chunk) [Principal Accountant Fees and Services](index=48&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Details regarding fees paid to Ernst & Young LLP for audit and non-audit services are incorporated by reference from the company's definitive proxy statement - Information is incorporated by reference from the Proxy Statement[260](index=260&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=49&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including consolidated financial statements and a detailed exhibit index of contracts, governance documents, and certifications - This section lists the consolidated financial statements and the consent of the independent registered public accounting firm, **Ernst & Young LLP**, filed with the report[263](index=263&type=chunk) - A detailed Exhibit Index is provided, listing material contracts, articles of incorporation, bylaws, credit agreements, employee compensation plans, and certifications by the CEO and CFO[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Kewaunee Scientific Corporation reported a **$3.6 million net loss** for the nine months ended January 31, 2020, due to declining gross margins and rising operating expenses [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales increased to **$34.2 million** (Q3) and **$113.3 million** (9M), but rising operating expenses led to net losses of **$1.9 million** and **$3.6 million** respectively Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended Jan 31, 2020 | Three Months Ended Jan 31, 2019 | Nine Months Ended Jan 31, 2020 | Nine Months Ended Jan 31, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $34,225 | $32,372 | $113,283 | $111,802 | | **Gross Profit** | $5,278 | $5,230 | $18,540 | $20,477 | | **Operating Earnings (Loss)** | $(2,072) | $(2) | $(1,335) | $3,667 | | **Net Earnings (Loss) Attributable to Kewaunee** | $(1,918) | $(22) | $(3,625) | $2,799 | | **Diluted EPS** | $(0.70) | $(0.01) | $(1.32) | $1.00 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive loss was **$1.9 million** for Q3 and **$3.6 million** for the nine-month period, reversing prior year comprehensive income Comprehensive Income (Loss) (in thousands) | Metric | Three Months Ended Jan 31, 2020 | Three Months Ended Jan 31, 2019 | Nine Months Ended Jan 31, 2020 | Nine Months Ended Jan 31, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net Earnings (Loss)** | $(1,901) | $15 | $(3,566) | $2,885 | | **Other Comprehensive Income (Loss)** | $(26) | $495 | $(8) | $(613) | | **Comprehensive Income (Loss) Attributable to Kewaunee** | $(1,944) | $473 | $(3,633) | $2,186 | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$84.4 million**, liabilities increased to **$41.4 million**, and stockholders' equity declined to **$42.9 million** Balance Sheet Comparison (in thousands) | Account | Jan 31, 2020 (Unaudited) | April 30, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $53,221 | $65,357 | | **Total Assets** | $84,361 | $87,223 | | **Total Current Liabilities** | $25,496 | $32,733 | | **Total Liabilities** | $41,412 | $39,520 | | **Total Stockholders' Equity** | $42,949 | $47,703 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities provided **$4.6 million** cash, while financing activities used **$8.2 million**, leading to a **$5.1 million** decrease in cash Cash Flow Summary (Nine Months Ended Jan 31, in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $4,611 | $4,534 | | **Net cash used in investing activities** | $(1,371) | $(2,290) | | **Net cash used in financing activities** | $(8,156) | $(1,234) | | **Increase (decrease) in cash** | $(5,093) | $419 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail lease standard adoption, credit facility amendment, foreign earnings reinvestment change, and a **$628,000** restructuring cost - The company adopted the new lease standard (ASU 2016-02) on May 1, 2019, recognizing Right-of-Use (ROU) assets of **$11.1 million** as of January 31, 2020[45](index=45&type=chunk)[46](index=46&type=chunk) - In December 2019, the company amended its loan agreement to an asset-based lending arrangement with new financial covenants, including minimum liquidity and EBITDA requirements[44](index=44&type=chunk)[81](index=81&type=chunk) - Effective August 1, 2019, the company amended its assertion on the indefinite reinvestment of foreign unremitted earnings for its Singapore, China, and India subsidiaries[52](index=52&type=chunk) - A restructuring initiated in December 2019 incurred expenses of **$628,000** for the quarter, consisting of domestic severance and costs related to the closure of the China subsidiary[64](index=64&type=chunk)[65](index=65&type=chunk) Disaggregated Revenue (Nine Months Ended Jan 31, 2020, in thousands) | Revenue Type | Domestic | International | Total | | :--- | :--- | :--- | :--- | | Over Time | $83,292 | $25,713 | $109,005 | | Point in Time | $4,278 | $— | $4,278 | | **Total** | **$87,570** | **$25,713** | **$113,283** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses sales growth, declining gross margins, surging operating expenses from restructuring, and plans for profitability improvement [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Q3 sales rose to **$34.2 million**, 9-month sales to **$113.3 million**, but gross margin declined and operating expenses increased due to restructuring Sales Performance (in thousands) | Period | Total Sales | YoY Change | Domestic Sales | International Sales | | :--- | :--- | :--- | :--- | :--- | | **Q3 FY20** | $34,225 | +5.7% | $26,699 | $7,526 | | **9M FY20** | $113,283 | +1.3% | $87,570 | $25,713 | - Gross profit margin decreased in Q3 to **15.4%** from **16.2%** YoY, and for the nine-month period to **16.4%** from **18.3%** YoY, due to aggressively priced low-margin orders[70](index=70&type=chunk) - Q3 operating expenses rose to **$7.4 million** (**21.5%** of sales) from **$5.2 million** (**16.2%** of sales) YoY, primarily due to **$559,000** in restructuring costs, increased marketing, and higher administrative wages[71](index=71&type=chunk) - The company initiated a restructuring plan in December 2019, which is expected to generate annual cost savings between **$1.0 million** and **$1.3 million**[73](index=73&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) Working capital decreased to **$27.7 million**, credit facility availability was **$10.2 million**, and financing activities used **$8.2 million** for debt reduction Liquidity Position (in thousands) | Metric | Jan 31, 2020 | April 30, 2019 | | :--- | :--- | :--- | | **Working Capital** | $27,725 | $32,624 | | **Current Ratio** | 2.1-to-1.0 | 2.0-to-1.0 | | **Credit Facility Availability** | $10,200 | $5,300 | | **Outstanding Advances** | $4,000 | $9,500 | - In December 2019, the company amended its credit facility to an asset-based lending arrangement, which replaced prior financial covenants with new ones, including minimum monthly liquidity and EBITDA requirements[81](index=81&type=chunk) - For the nine months ended Jan 31, 2020, financing activities used **$8.2 million**, mainly for a **$5.5 million** reduction in short-term borrowings, **$1.0 million** in dividends to stockholders, and **$1.3 million** in long-term debt repayments[82](index=82&type=chunk) [Outlook](index=21&type=section&id=Outlook) Outlook emphasizes improving profitability via restructuring and investments, acknowledging challenges like demand visibility and rising raw material costs - The company is focused on improving profitability through short-term restructuring and a multi-year plan to invest in manufacturing and IT to improve competitiveness[83](index=83&type=chunk) - Key challenges include limited demand visibility, fluctuations in project pricing, and managing increases in raw material costs[83](index=83&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures have occurred since the Annual Report on Form 10-K for fiscal year ended April 30, 2019 - There are no material changes to the disclosures on market risk from the Annual Report on Form 10-K for the fiscal year ended April 30, 2019[85](index=85&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no significant changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that as of January 31, 2020, the Company's disclosure controls and procedures were adequate and effective[87](index=87&type=chunk) - No significant changes occurred in the Company's internal control over financial reporting during the most recent fiscal quarter[88](index=88&type=chunk) [PART II. OTHER INFORMATION](index=23&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors, except for new risks related to the coronavirus outbreak impacting manufacturing, project schedules, and supply chain - A new risk factor has been identified concerning the coronavirus outbreak, which could disrupt manufacturing, project schedules, and labor availability[91](index=91&type=chunk) - The company sources key supplies from China, and the coronavirus outbreak could lead to shortages and production delays if alternative sources are not found[92](index=92&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists key exhibits filed with the Form 10-Q, including credit agreement amendments and CEO/CFO certifications - Key exhibits filed include the Eighth Amendment to the Credit and Security Agreement, CEO/CFO certifications, and XBRL data files[93](index=93&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM 10-Q _________________________ 2700 West Front Street Statesville, North Carolina 28677-2927 (Address of principal executive offices) (Zip Code) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ ...

PART I. FINANCIAL INFORMATION This section presents financial statements, management's analysis of operations and liquidity, market risk, and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Q1 FY20 financial statements reflect decreased sales and earnings, asset/liability growth from new lease accounting, and negative operating cash flow [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales decreased 6.7% to **$39.3 million**, leading to a significant drop in operating and net earnings Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended July 31, 2019 (USD) | Three Months Ended July 31, 2018 (USD) | | :--- | :--- | :--- | | Net sales | $39,336,000 | $42,152,000 | | Gross profit | $6,946,000 | $7,583,000 | | Operating earnings | $776,000 | $1,820,000 | | Net earnings attributable to Kewaunee | $471,000 | $1,489,000 | | Diluted EPS | $0.17 | $0.53 | [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income decreased to **$666 thousand** due to lower net earnings, partially offset by positive foreign currency translation Comprehensive Income (Unaudited, in thousands) | Metric | Three Months Ended July 31, 2019 | Three Months Ended July 31, 2018 | | :--- | :--- | :--- | | Net earnings | $496 | $1,498 | | Other comprehensive income (loss) | $195 | $(384) | | Comprehensive income attributable to Kewaunee | $666 | $1,105 | [Condensed Consolidated Statement of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Equity) Stockholders' equity slightly increased to **$47.3 million** due to net earnings and other comprehensive income, partially offset by cash dividends - Cash dividends of **$0.19 per share**, totaling **$522 thousand**, were paid during the three months ended July 31, 2019[15](index=15&type=chunk) Change in Stockholders' Equity (in thousands) | Description | Amount | | :--- | :--- | | Balance at April 30, 2019 | $47,100 | | Net earnings | $471 | | Other comprehensive income | $195 | | Cash dividends paid | $(522) | | Stock based compensation | $60 | | **Balance at July 31, 2019** | **$47,304** | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$98.5 million** and liabilities to **$50.6 million**, driven by new lease accounting standard adoption Balance Sheet Comparison (in thousands) | Metric | July 31, 2019 (Unaudited) | April 30, 2019 | | :--- | :--- | :--- | | Total Current Assets | $69,002 | $65,357 | | Total Assets | $98,541 | $87,223 | | Total Current Liabilities | $38,032 | $32,733 | | Total Liabilities | $50,604 | $39,520 | | Total Stockholders' Equity | $47,937 | $47,703 | - The company adopted a new lease standard, resulting in the recognition of **$6.8 million** in Right of Use assets and corresponding operating lease liabilities on the balance sheet as of July 31, 2019[18](index=18&type=chunk)[35](index=35&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities used **$407 thousand** in cash, offset by **$2.9 million** provided by financing activities from increased borrowings Cash Flow Summary (Unaudited, in thousands) | Cash Flow Activity | Three Months Ended July 31, 2019 | Three Months Ended July 31, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(407) | $(2,829) | | Net cash used in investing activities | $(1,183) | $(610) | | Net cash provided by financing activities | $2,934 | $2,856 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, revenue disaggregation, new lease standard adoption, credit facility waiver, segment performance, and increased tax rate - The company adopted the new lease standard ASU 2016-02 on May 1, 2019, recognizing Right-of-Use (ROU) assets of **$6.8 million** and corresponding lease liabilities[35](index=35&type=chunk)[36](index=36&type=chunk) - The company received a waiver for noncompliance with financial covenants on its credit facility on June 19, 2019, and subsequently amended the covenants[34](index=34&type=chunk) - The effective tax rate increased to **25.4%** from **20.9%** in the prior year, primarily due to increased foreign operations and GILTI tax[43](index=43&type=chunk) Disaggregated Revenue by Segment (Q1 FY20, in thousands) | Revenue Type | Domestic | International | Total | | :--- | :--- | :--- | :--- | | Over Time | $28,235 | $10,049 | $38,284 | | Point in Time | $1,052 | $— | $1,052 | | **Total** | **$29,287** | **$10,049** | **$39,336** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **6.7%** sales decline, stable backlog, and liquidity management, with a cautious outlook focused on India expansion [Results of Operations](index=15&type=section&id=Results%20of%20Operations) Quarterly sales fell **6.7%** to **$39.3 million** due to **18.8%** Domestic sales decline, offset by **65.2%** International surge, with slight gross profit margin decrease Sales Performance by Segment (Q1 FY20 vs Q1 FY19) | Segment | Q1 FY20 Sales (USD) | Q1 FY19 Sales (USD) | % Change | | :--- | :--- | :--- | :--- | | Domestic | $29,287,000 | $36,070,000 | -18.8% | | International | $10,049,000 | $6,082,000 | +65.2% | | **Total** | **$39,336,000** | **$42,152,000** | **-6.7%** | - The company's order backlog was **$102 million** at July 31, 2019, consistent with the prior year and slightly up from **$101 million** at April 30, 2019[56](index=56&type=chunk) - Gross profit margin decreased from **18.0%** to **17.7%** year-over-year, primarily due to lower sales volume, unfavorable product mix, and competitive international pricing[57](index=57&type=chunk) [Liquidity and Capital Resources](index=16&type=section&id=Liquidity%20and%20Capital%20Resources) Working capital decreased to **$31.0 million**, with **$407 thousand** cash used in operations, while liquidity was maintained by increasing revolving credit facility borrowings to **$13.3 million** Liquidity Metrics (in thousands) | Metric | July 31, 2019 | April 30, 2019 | | :--- | :--- | :--- | | Working Capital | $30,970,000 | $32,624,000 | | Current Ratio | 1.8-to-1.0 | 2.0-to-1.0 | | Revolver Advances Outstanding | $13,300,000 | $9,500,000 | - Operations used **$407 thousand** in cash, while financing activities provided **$2.9 million**, primarily from a net increase in short-term borrowings of **$3.8 million**[65](index=65&type=chunk)[66](index=66&type=chunk) [Outlook](index=16&type=section&id=Outlook) Management's outlook is cautious due to demand unpredictability and earnings risks, but the company is investing in leadership and India capabilities for market opportunities - The company is recovering from a decline in Domestic volume and is investing in its leadership team and commercial focus[67](index=67&type=chunk) - Strategic initiatives include increasing capabilities in India to better serve customers in a market perceived as healthy[67](index=67&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=17&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to market risk disclosures have occurred since the Annual Report on Form 10-K for the fiscal year ended April 30, 2019 - There are no material changes to the disclosures regarding market risk from the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2019[70](index=70&type=chunk) [Controls and Procedures](index=17&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of July 31, 2019, with no significant changes to internal controls over financial reporting - The CEO and CFO concluded that as of July 31, 2019, the company's disclosure controls and procedures were adequate and effective[71](index=71&type=chunk) - No significant changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter[72](index=72&type=chunk) PART II. OTHER INFORMATION This section lists all exhibits filed with the Form 10-Q, including credit agreement amendments and required certifications [Exhibits](index=18&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including credit agreement amendments, a default waiver, and CEO/CFO certifications - Exhibits filed include amendments to the Credit and Security Agreement, a Default Waiver Letter, and a new Security Agreement with Wells Fargo Bank[74](index=74&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 were filed[74](index=74&type=chunk) Signatures The report was signed on September 6, 2019, by Donald T. Gardner III, Vice President, Finance and Chief Financial Officer - The report was signed on September 6, 2019, by Donald T. Gardner III, in his capacity as Vice President, Finance and Chief Financial Officer[77](index=77&type=chunk)

PART I [Business](index=4&type=section&id=Item%201.%20Business) Kewaunee Scientific Corporation designs, manufactures, and installs laboratory, healthcare, and technical furniture - The company's principal business is the design, manufacture, and installation of laboratory, healthcare, and technical furniture products. Key markets include pharmaceutical, biotechnology, industrial, educational, and governmental facilities[8](index=8&type=chunk)[9](index=9&type=chunk) - Sales from three of the company's domestic dealers accounted for approximately **34%** of total sales in fiscal year 2019, indicating significant customer concentration[13](index=13&type=chunk) Order Backlog and R&D Spending | Metric | FY 2019 | FY 2018 | | :--- | :--- | :--- | | Order Backlog (as of April 30) | $100.8 million | $116.3 million | | R&D Spending | $1,550,000 | $1,537,000 | Full-Time Employees as of April 30, 2019 | Region | Number of Employees | | :--- | :--- | | Domestic | 593 | | International | 263 | [Risk Factors](index=5&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from financial market disruptions, competition, customer concentration, raw material prices, and trade policy - The company has substantial sales to three domestic dealers, which combined accounted for approximately **34%** of sales in fiscal year 2019. The loss of a large customer could materially harm revenues and profits[28](index=28&type=chunk) - Increases in the price of raw materials (steel, wood, epoxy resin) and energy could negatively affect profits, as product prices are normally quoted on a firm basis for future delivery[29](index=29&type=chunk) - Changes in U.S. trade policy, including the imposition of tariffs, could increase the cost of imported raw materials or reduce demand for products if prices are increased, potentially having a material adverse impact on business and results of operations[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - Cybersecurity incidents pose a significant risk. The company is a target of cybercriminals, and a security breach could jeopardize sensitive information, damage its reputation, and result in liability or operational interruptions[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) [Properties](index=8&type=section&id=Item%202.%20Properties) The company operates owned manufacturing and leased distribution facilities in Statesville, NC, and leased international facilities Key Company Facilities | Location | Type | Size (sq. ft.) | Ownership | | :--- | :--- | :--- | :--- | | Statesville, NC | Manufacturing & Corporate | 413,000 | Owned | | Statesville, NC | Distribution & Warehouse | 376,000 | Leased | | Bangalore, India | Manufacturing | 83,000 | Leased | | Bangalore, India | Sales & Admin Office | 17,000 | Leased | [Legal Proceedings](index=8&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course litigation, which management believes will not materially affect financial condition or results - The company does not expect any pending legal matters to have a material adverse effect on its financial condition or results of operations[45](index=45&type=chunk) [Mine Safety Disclosures](index=8&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[46](index=46&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=8&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ, with approximately 2,000 holders and increased cash dividends in FY2019 Quarterly Stock Prices (Fiscal Year 2019) | Quarter | High | Low | | :--- | :--- | :--- | | First | $38.80 | $30.50 | | Second | $35.05 | $25.97 | | Third | $34.84 | $22.00 | | Fourth | $32.70 | $20.21 | Cash Dividends Per Share | Fiscal Year | Dividend per Share | | :--- | :--- | | 2019 | $0.74 | | 2018 | $0.66 | [Selected Financial Data](index=9&type=section&id=Item%206.%20Selected%20Financial%20Data) Selected financial data for FY2019 and FY2018 show decreased net sales, operating earnings, and EPS, while assets remained stable Selected Operating Statement Data (in thousands, except per share) | Metric | 2019 | 2018 As Adjusted | | :--- | :--- | :--- | | Net sales | $146,550 | $158,050 | | Gross profit | $25,319 | $32,159 | | Operating earnings | $2,112 | $9,919 | | Net earnings attributable to Kewaunee | $1,529 | $5,281 | | Diluted EPS | $0.55 | $1.90 | | Cash dividends per share | $0.74 | $0.66 | Selected Balance Sheet Data (as of April 30, in thousands) | Metric | 2019 | 2018 As Adjusted | | :--- | :--- | :--- | | Net working capital | $32,624 | $36,775 | | Total assets | $87,223 | $85,083 | | Total borrowings/long-term debt | $10,926 | $6,316 | | Kewaunee Stockholders' equity | $47,100 | $47,730 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=10&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FY2019 net sales decreased by **7.3%** due to lower international sales, impacting gross profit and net earnings [Critical Accounting Policies](index=11&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies involve judgment for revenue, doubtful accounts, inventories, pension benefits, and self-insurance - On August 1, 2018, the Company changed its inventory valuation method for the Domestic segment from Last-In, First-Out (LIFO) to First-In, First-Out (FIFO) to better reflect current inventory value and improve matching of revenues and expenses[65](index=65&type=chunk) - The majority of the Company's revenues are recognized over time as the customer receives control of the product or service as work is performed[63](index=63&type=chunk) [Results of Operations](index=12&type=section&id=Results%20of%20Operations) FY2019 sales decreased by **7.3%** to **$146.6 million**, driven by international decline, impacting gross profit and net earnings Fiscal Year Performance Comparison (2019 vs. 2018) | Metric | FY 2019 | FY 2018 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $146.6M | $158.1M | -7.3% | | - Domestic Sales | $116.6M | $114.6M | +1.7% | | - International Sales | $30.0M | $43.5M | -31.0% | | Gross Profit Margin | 17.3% | 20.4% | -3.1 p.p. | | Net Earnings | $1.5M | $5.3M | -71.7% | | Diluted EPS | $0.55 | $1.90 | -71.1% | - The decrease in gross profit margin was primarily due to an unfavorable product mix, lower sales volume, and increased raw material and freight costs. The unfavorable impact from increased steel and resin costs was approximately **$2.1 million**[71](index=71&type=chunk) - Operating expenses increased due to management separation costs (**$502,000**), higher audit/tax fees (**$637,000**), and increased international operating expenses (**$893,000**), partially offset by a **$1.2 million** decrease in incentive compensation[72](index=72&type=chunk) [Liquidity and Capital Resources](index=12&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is from operations and a **$20 million** revolving credit facility, with working capital decreasing and projected capital expenditures - At April 30, 2019, the company had **$9.5 million** in advances and **$5.2 million** in standby letters of credit outstanding under its **$20 million** revolving credit facility[79](index=79&type=chunk) Contractual Cash Obligations (as of April 30, 2019, in thousands) | Obligation Type | Total | < 1 Year | 2-3 Years | 4-5 Years | > 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating Leases | $5,565 | $1,246 | $1,602 | $981 | $1,736 | | Long-term Debt | $1,413 | $1,185 | $138 | $50 | $40 | | **Total** | **$6,978** | **$2,431** | **$1,740** | **$1,031** | **$1,776** | - Capital expenditures were **$4.2 million** in fiscal 2019 and are anticipated to be approximately **$2.5 million** in fiscal 2020[85](index=85&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=15&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates on floating-rate debt and foreign currency fluctuations, as international sales grow - The company is exposed to interest rate risk on **$9.5 million** of outstanding debt bearing floating rates as of April 30, 2019[102](index=102&type=chunk) - In fiscal 2019, **20%** of net sales were derived in currencies other than U.S. dollars, primarily Indian rupees, Chinese renminbi, and Singapore dollars[103](index=103&type=chunk) - Cash balances of **$11.1 million** were held by foreign subsidiaries in non-U.S. currencies as of April 30, 2019[106](index=106&type=chunk) [Financial Statements and Supplementary Data](index=16&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for FY2019 and FY2018, including notes and auditor's report [Report of Independent Registered Public Accounting Firm](index=18&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young LLP issued an unqualified opinion on the consolidated financial statements, noting a change in inventory accounting from LIFO to FIFO - The auditor, Ernst & Young LLP, issued an unqualified opinion on the consolidated financial statements[108](index=108&type=chunk) - The report notes a change in accounting principle, where the company changed its method for domestic inventory from LIFO to FIFO[109](index=109&type=chunk) [Note 2 - Revenue Recognition](index=29&type=section&id=Note%202%20-%20Revenue%20Recognition) The company adopted ASC 606 on May 1, 2018, recognizing most revenue over time, resulting in a **$217,000** increase to retained earnings Disaggregated Revenue for FY 2019 (in thousands) | Revenue Timing | Domestic | International | Total | | :--- | :--- | :--- | :--- | | Over Time | $110,338 | $29,964 | $140,302 | | Point in Time | $6,248 | $— | $6,248 | | **Total Revenue** | **$116,586** | **$29,964** | **$146,550** | - The company adopted ASC 606 on May 1, 2018, using the modified retrospective approach, resulting in a **$217,000** increase to retained earnings[174](index=174&type=chunk) [Note 3—Inventories](index=32&type=section&id=Note%203%E2%80%94Inventories) This note details inventory composition and the retrospective change from LIFO to FIFO for the Domestic segment, impacting prior year financials Inventories (in thousands) | Category | 2019 | 2018 | | :--- | :--- | :--- | | Finished goods | $4,139 | $4,987 | | Work-in-process | $2,179 | $2,393 | | Materials and components | $10,888 | $11,169 | | **Total inventories** | **$17,206** | **$18,549** | [Note 4—Long-term Debt and Other Credit Arrangements](index=35&type=section&id=Note%204%E2%80%94Long-term%20Debt%20and%20Other%20Credit%20Arrangements) The company's credit agreement includes a **$20 million** revolving line of credit, with a covenant waiver obtained after non-compliance - At April 30, 2019, the company was not in compliance with its financial covenants but subsequently received a waiver from its lender[181](index=181&type=chunk) - As part of the waiver agreement, the company granted a security interest in substantially all of its assets to secure its obligations under the loan agreement[181](index=181&type=chunk) [Note 10—Segment Information](index=43&type=section&id=Note%2010%E2%80%94Segment%20Information) The company operates Domestic and International segments, with FY2019 revenues of **$116.6 million** and **$30.0 million** respectively Segment Performance - Fiscal Year 2019 (in thousands) | Segment | Revenues from External Customers | Earnings Before Income Taxes | | :--- | :--- | :--- | | Domestic | $116,586 | $4,971 | | International | $29,964 | $3,374 | | Corporate | $— | $(6,211) | | **Total** | **$146,550** | **$2,134** | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=46&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure were reported - None reported[221](index=221&type=chunk) [Controls and Procedures](index=46&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls and internal control over financial reporting were effective, despite a late filing - Management concluded that disclosure controls and procedures are effective, despite a late Form 8-K filing due to an administrative error[221](index=221&type=chunk) - Management concluded that the company maintained effective internal control over financial reporting as of April 30, 2019[222](index=222&type=chunk) [Other Information](index=46&type=section&id=Item%209B.%20Other%20Information) No other information was reported for this period - None[226](index=226&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=47&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details executive officers and incorporates director and corporate governance information by reference from the proxy statement Executive Officers (as of June 30, 2019) | Name | Age | Position | | :--- | :--- | :--- | | Thomas D. Hull III | 43 | President and Chief Executive Officer | | Donald T. Gardner III | 40 | Vice President, Finance, CFO, Treasurer and Secretary | | Ryan S. Noble | 41 | Vice President, Sales and Marketing—Americas | | Elizabeth D. Phillips | 42 | Vice President, Human Resources | | Kurt P. Rindoks | 61 | Vice President, Product Development and International Sourcing | | Michael G. Rok | 53 | Vice President, Manufacturing Operations | | Lisa L. Ryan | 41 | Vice President of Construction and Customer Operations | | Boopathy Sathyamurthy | 50 | Vice President, Kewaunee Scientific Corporation Singapore Pte. Ltd. | - Information regarding Directors and the Audit Committee is incorporated by reference from the company's Proxy Statement[233](index=233&type=chunk)[240](index=240&type=chunk) [Executive Compensation](index=48&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information, including discussion and tables, is incorporated by reference from the company's Proxy Statement - All information for this item is incorporated by reference from the company's Proxy Statement[241](index=241&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=48&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details equity compensation plans and incorporates security ownership information by reference from the company's Proxy Statement Equity Compensation Plan Information (as of April 30, 2019) | Plan Category | Securities to be Issued Upon Exercise (a) | Weighted-Average Exercise Price (b) | Securities Available for Future Issuance (c) | | :--- | :--- | :--- | :--- | | Equity Compensation Plans approved by Security Holders | 127,658 | $17.79 (calculated) | 272,178 | | Equity Compensation Plans not approved by Security Holders | — | — | — | - Information regarding security ownership of directors, executive officers, and certain beneficial owners is incorporated by reference from the company's Proxy Statement[242](index=242&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=49&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related transactions and director independence is incorporated by reference from the company's Proxy Statement - All information for this item is incorporated by reference from the company's Proxy Statement[244](index=244&type=chunk) [Principal Accountant Fees and Services](index=49&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the company's Proxy Statement - All information for this item is incorporated by reference from the company's Proxy Statement[245](index=245&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=50&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists consolidated financial statements, auditor consent, and exhibits filed as part of the Annual Report - This section lists the consolidated financial statements, consent of the independent auditor, and all exhibits filed with the Form 10-K[248](index=248&type=chunk)[249](index=249&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ FORM 10-Q _________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2019 or ☐ 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 (E ...