kequ-20251031

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 October 31, 2025


☐			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)						(IRS Employer Identification No.)

2700 West Front Street Statesville, North Carolina						28677-2927
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (704) 873-7202

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Exchange on which registered

Common Stock, $2.50 par value KEQU NASDAQ Global Market

_________________________

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of December 9, 2025, the registrant had outstanding 2,866,384 shares of Common Stock.

KEWAUNEE SCIENTIFIC CORPORATION

INDEX TO FORM 10-Q

For The Quarterly Period Ended October 31, 2025


		Page Number
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Statements of Operations (unaudited) – Three and Six Months Ended October 31, 2025 and 2024	1
	Condensed Consolidated Statements of Comprehensive Earnings (unaudited) – Three and Six Months Ended October 31, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders' Equity (unaudited) – Three and Six Months Ended October 31, 2025 and 2024	3
	Condensed Consolidated Balance Sheets – October 31, 2025 (unaudited) and April 30, 2025	4
	Condensed Consolidated Statements of Cash Flows (unaudited) – Six Months Ended October 31, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURE		26

PART 1. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

($ and shares in thousands, except per share amounts)


	Three Months Ended October 31,				Six Months Ended October 31,
	2025		2024		2025		2024
Net sales	$	70,096	$	47,764	$	141,200	$	96,157
Cost of products sold	50,376		33,812		100,550		69,717
Gross profit	19,720		13,952		40,650		26,440
Operating expenses	15,613		9,518		31,733		19,431
Operating profit	4,107		4,434		8,917		7,009

Other income (expense), net	407		(61)		575		266
Interest expense	(1,061)		(442)		(2,119)		(914)
Profit before income taxes	3,453		3,931		7,373		6,361
Income tax expense	915		916		1,676		1,108
Net earnings	2,538		3,015		5,697		5,253
Less: Net earnings attributable to the non-controlling interest	93		7		159		52
Net earnings attributable to Kewaunee Scientific Corporation	$	2,445	$	3,008	$	5,538	$	5,201

Net earnings per share attributable to Kewaunee Scientific Corporation stockholders
Basic	$	0.85	$	1.05	$	1.94	$	1.82
Diluted	$	0.82	$	1.01	$	1.86	$	1.75
Weighted average number of common shares outstanding
Basic	2,866		2,872		2,859		2,861
Diluted	2,990		2,974		2,977		2,971

See accompanying notes to Condensed Consolidated Financial Statements.

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Comprehensive Earnings

(Unaudited)

($ in thousands)


	Three Months Ended October 31,				Six Months Ended October 31,
	2025		2024		2025		2024
Net earnings	$	2,538	$	3,015	$	5,697	$	5,253
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(164)		(76)		(574)		(192)
Other comprehensive loss	(164)		(76)		(574)		(192)
Comprehensive earnings, net of tax	2,374		2,939		5,123		5,061
Less: Comprehensive income attributable to the non-controlling interest	93		7		159		52
Comprehensive earnings attributable to Kewaunee Scientific Corporation	$	2,281	$	2,932	$	4,964	$	5,009

See accompanying notes to Condensed Consolidated Financial Statements.

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

($ in thousands, except per share amounts)


	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Kewaunee Scientific Corporation Stockholders' Equity



















Balance at April 30, 2025	$	7,353	$	5,635	$	(3,647)	$	58,919	$	(3,803)	$	64,457
Net earnings attributable to Kewaunee Scientific Corporation	—		—		—		3,093		—		3,093
Other comprehensive loss	—		—		—		—		(410)		(410)
Stock-based compensation	68		(130)		—		—		—		(62)

Balance at July 31, 2025	$	7,421	$	5,505	$	(3,647)	$	62,012	$	(4,213)	$	67,078
Net earnings attributable to Kewaunee Scientific Corporation	—		—		—		2,445		—		2,445
Other comprehensive loss	—		—		—		—		(164)		(164)
Stock-based compensation	2		491		—		—		—		493

Balance at October 31, 2025	$	7,423	$	5,996	$	(3,647)	$	64,457	$	(4,377)	$	69,852


	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Kewaunee Scientific Corporation Stockholders' Equity
















Balance at April 30, 2024	$	7,273	$	5,406	$	(2,051)	$	47,514	$	(3,382)	$	54,760
Net earnings attributable to Kewaunee Scientific Corporation	—		—		—		2,193		—		2,193
Other comprehensive loss	—		—		—		—		(116)		(116)
Stock-based compensation	80		(894)		—		—		—		(814)
Balance at July 31, 2024	$	7,353	$	4,512	$	(2,051)	$	49,707	$	(3,498)	$	56,023
Net earnings attributable to Kewaunee Scientific Corporation	—		—		—		3,008		—		3,008
Other comprehensive loss	—		—		—		—		(76)		(76)
Stock-based compensation	—		373		—		—		—		373
Balance at October 31, 2024	$	7,353	$	4,885	$	(2,051)	$	52,715	$	(3,574)	$	59,328

See accompanying notes to Condensed Consolidated Financial Statements.

Kewaunee Scientific Corporation

Condensed Consolidated Balance Sheets

($ and shares in thousands, except per share amounts)


	October 31, 2025		April 30, 2025
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	12,594	$	14,942
Restricted cash	1,085		2,222
Receivables, less allowance; $492; $530, on each respective date	59,017		62,384
Inventories	35,499		32,849


Prepaid expenses and other current assets	5,445		5,966
Total Current Assets	113,640		118,363
Property, plant and equipment, at cost	74,223		71,983
Accumulated depreciation	(51,068)		(48,809)
Property, plant and equipment, net	23,155		23,174
Right of use assets	11,459		12,965
Deferred income taxes	3,831		3,994


Intangible assets, net	17,063		17,831
Goodwill	12,487		12,487
Other assets	7,440		5,840
Total Assets	$	189,075	$	194,654

Liabilities and Stockholders' Equity
Current Liabilities:
Short-term borrowings	$	1,117	$	986
Current portion of financing liability	827		788
Current portion of term loan	2,903		2,903
Current portion of financing lease liabilities	67		96
Current portion of operating lease liabilities	3,381		3,275
Accounts payable	22,660		27,033
Employee compensation and amounts withheld	7,616		9,209
Deferred revenue	4,342		6,073
Other accrued expenses	2,897		3,349
Total Current Liabilities	45,810		53,712
Long-term portion of financing liability	26,205		26,632
Long-term portion of seller notes	22,681		23,537
Long-term portion of term loan	8,960		10,412
Long-term portion of financing lease liabilities	318		149
Long-term portion of operating lease liabilities	7,274		8,797
Accrued pension and deferred compensation costs	4,544		3,708
Deferred income taxes	1,217		1,098
Other non-current liabilities	349		364
Total Liabilities	117,358		128,409
Commitments and Contingencies
Stockholders' Equity:
Common stock, $2.50 par value, Authorized – 5,000 shares; Issued – 2,969 shares; 2,941 shares; – Outstanding – 2,866 shares; 2,839 shares, on each respective date	7,423		7,353
Additional paid-in-capital	5,996		5,635
Retained earnings	64,457		58,919
Accumulated other comprehensive loss	(4,377)		(3,803)
Common stock in treasury, at cost, 103 shares; 103 shares, on each respective date	(3,647)		(3,647)
Total Kewaunee Scientific Corporation Stockholders' Equity	69,852		64,457
Non-controlling interest	1,865		1,788
Total Stockholders' Equity	71,717		66,245
Total Liabilities and Stockholders' Equity	$	189,075	$	194,654

See accompanying notes to Condensed Consolidated Financial Statements.

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

($ in thousands)


	Six Months Ended October 31,
	2025		2024
Cash flows from operating activities:
Net earnings	$	5,697	$	5,253
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	3,129		1,621
Provision for credit losses	(31)		23
Stock-based compensation expense	1,082		691
Deferred income taxes	283		(1,079)
Accrued payment in kind ("PIK") interest	(935)		—
Amortization of deferred financing costs	188		—
Change in assets and liabilities:
Receivables	3,398		3,156
Inventories	(2,650)		2,019
Income tax receivable	(246)		—
Accounts payable and other accrued expenses	(6,433)		(3,907)
Deferred revenue	(1,732)		1,865
Other, net	(224)		(2,000)
Net cash provided by operating activities	1,526		7,642
Cash flows from investing activities:
Capital expenditures	(2,341)		(961)

Net cash used in investing activities	(2,341)		(961)
Cash flows from financing activities:

Dividends paid to non-controlling interest in subsidiaries	—		(161)

Repayments on term loan	(1,500)		—


Proceeds from short-term borrowings	3,356		64,117
Repayments on short-term borrowings	(3,225)		(66,410)

Payments on sale-leaseback financing transaction	(416)		(351)
Proceeds from long-term lease obligations	226		—
Payments on long-term lease obligations	(86)		(81)
Taxes paid related to net share settlement of equity awards	(671)		—


Net cash used in financing activities	(2,316)		(2,886)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(354)		(69)
(Decrease) increase in cash, cash equivalents and restricted cash	(3,485)		3,726
Cash, cash equivalents and restricted cash, beginning of period	17,164		25,938
Cash, cash equivalents and restricted cash, end of period	$	13,679	$	29,664

See accompanying notes to Condensed Consolidated Financial Statements.

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Cash Flows (Cont'd)

(Unaudited)

($ in thousands)


	Six Months Ended October 31,
	2025		2024
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest	$	1,940	$	914

See accompanying notes to Condensed Consolidated Financial Statements.

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") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These interim Condensed Consolidated Financial Statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of these financial statements and should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company's 2025 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The Condensed Consolidated Balance Sheet as of April 30, 2025 included in this interim period filing has been derived from the audited consolidated financial statements at that date, but does not include all of the information and related notes required by GAAP for complete financial statements.

The preparation of the interim Condensed Consolidated Financial Statements requires management to make certain estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

B. Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. During the six months ended October 31, 2025 and twelve months ended April 30, 2025, the Company had cash deposits in excess of FDIC insured limits. The Company has not experienced any losses from such deposits. Restricted cash includes bank deposits of subsidiaries used for performance guarantees against customer orders.

The Company includes restricted cash along with the cash balance for presentation in the Condensed Consolidated Statements of Cash Flows. The reconciliation between the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Cash Flows is as follows (in thousands):


	October 31, 2025		April 30, 2025
Cash and cash equivalents	$	12,594	$	14,942
Restricted cash	1,085		2,222
Total cash, cash equivalents and restricted cash	$	13,679	$	17,164

C. Nu Aire Acquisition

On November 1, 2024 (the “Closing Date”), the Company completed the acquisition of Nu Aire, Inc. ("Nu Aire"), a leading manufacturer of equipment for a diverse range of laboratory and pharmacy environments, by acquiring all of the Nu Aire capital stock that was issued and outstanding as of the date of acquisition (the "Transaction"). The Transaction expands the Company's capabilities, allowing the combined organization to better meet the needs of end-users in laboratory furnishings and accelerates the Company's vision of becoming the market leader in the design and manufacturing of laboratory furniture and technical products essential for outfitting laboratories.

The Company purchased all the outstanding stock of Nu Aire for $55.0 million, subject to certain adjustments for debt, cash, transaction expenses, and net working capital resulting in aggregate acquisition consideration of $53.0 million as shown in the table below. $23.0 million of the purchase price payable at closing of the Transaction was funded pursuant to subordinated seller notes. The remaining purchase price payable at closing of the Transaction was paid in cash, which cash was funded, in part, through the Revolving Credit Facility (as defined in Note H, Long-term Debt and Other Credit Arrangements), and Term Loan (as defined in Note H, Long-term Debt and Other Credit Arrangements), provided to the Company by PNC Bank, National Association ("PNC").

The following table summarizes the aggregate acquisition consideration for Nu Aire:


($ in thousands)
Cash paid to Nu Aire	$	29,669
Subordinated Promissory Notes due to Nu Aire	23,000
Payment of Nu Aire transaction expenses	311
Purchase Price	$	52,980

The Transaction was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill arising from the Transaction is attributable to the value of the acquired assembled workforce and the premium paid.

The purchase price recorded for Nu Aire was allocated as follows:


($ in thousands)	Final Allocation As Adjusted
Assets acquired:
Cash and cash equivalents	$	1,245
Receivables	10,650
Inventories	15,522
Prepaid expenses and other current assets	852
Property, plant and equipment	7,349
Other intangible assets	18,600
Goodwill	12,487
Right of use assets	7,376
Other assets	7
Total assets acquired	74,088

Liabilities assumed:
Current portion of operating lease liabilities	(965)
Accounts payable	(4,318)
Employee compensation and amounts withheld	(2,642)
Deferred revenue	(935)
Other accrued expenses	(1,591)
Long-term portion of operating lease liabilities	(5,167)
Deferred income taxes	(5,490)
Total liabilities assumed	(21,108)
Aggregate acquisition consideration	$	52,980

The purchase price allocation was finalized as of July 31, 2025, within the measurement period, and no further adjustments will be made. During the year ended April 30, 2025, the Company recorded a $1.8 million measurement period adjustment to increase inventory as a result of revised capitalized variances related to work-in-progress as of the acquisition date, with a corresponding decrease to Goodwill, net of the tax impact. The net effect of these adjustments would have resulted in an insignificant decrease in cost of products sold recorded during the year ended April 30, 2025. The measurement period adjustments were recorded in our consolidated financial statements as of and for the year ended April 30, 2025.

The above fair values of assets acquired and liabilities assumed are based on the information that was available as of the reporting date. The fair values of the assets acquired and liabilities assumed were determined using the income and cost approaches. In many cases, the determination of the fair values required estimates about discount rates, future expected cash flows and other future events that are judgmental and subject to change. The fair value measurements were primarily based on

significant inputs that are not observable in the market and thus represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements. Intangible assets consisting of customer relationships, trade names and trademarks, and developed technology were valued using the multi-period excess earnings method ("MEEM"), or the relief from royalty ("RFR") method, both are forms of the income approach. A cost approach was applied for property, plant and equipment.

•Customer relationship intangible assets were valued using the MEEM method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue and profit attributable to the asset, customer attrition rates, applicable tax rate, and contributory asset charges, among other factors), the discount rate reflecting the risks inherent in the future cash flow stream, an assessment of the asset's life cycle and the tax amortization benefit, among other factors.

•The trade names and trademarks and developed technology intangible assets were valued using the RFR method. The significant assumptions used include the estimated annual net cash flows (including appropriate revenue attributable to the asset, applicable tax rate, royalty rate, and other factors such as technology related obsolescence rates), the discount rate, reflecting the risks inherent in the future cash flow stream, and the tax amortization benefit, among other factors.

•The cost approach, which estimates value by determining the current cost of replacing an asset with another of equivalent economic utility, was used for property, plant, and equipment. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciation.

The Company believes that the information provided a reasonable basis for estimating the fair values of the acquired assets and assumed liabilities and considers the purchase price allocation finalized as of July 31, 2025, within the measurement period.

The amounts allocated to intangible assets are as follows:

($ in thousands)

Fair Value

Estimated Useful Life

Customer relationships

9,800

10 years

Trade names and trademarks

4,900

indefinite

Developed technology

3,900

7 years

Intangible assets acquired

18,600

The operating results for Nu Aire, which include $19.4 million in revenue and $1.1 million in net earnings for the three months ended October 31, 2025 and $39.1 million in revenue and $1.8 million of net earnings for the six months ended October 31, 2025, are reflected in the accompanying Consolidated Statements of Operations.

The following unaudited supplemental pro forma combined financial information presents the Company's results of operations for the three and six months ended October 31, 2024 as if the acquisition of Nu Aire had occurred on May 1, 2023. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company's operating results that may have actually occurred had the acquisition of Nu Aire been completed on May 1, 2023. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies, or other synergies that may be associated with the Transaction, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Nu Aire.


	Three Months Ended October 31,				Six Months Ended October 31,
($ in thousands, except per share amounts)	2025		2024		2025		2024
	(actual)		(pro forma)		(actual)		(pro forma)
Net sales	$	70,096	$	66,933	$	141,200	$	132,381
Net earnings	2,445		2,696		5,538		6,969
Net earnings per share attributable to Kewaunee Scientific Corporation stockholders:
Basic	$	0.85	$	0.94	$	1.94	$	2.44
Diluted	$	0.82	$	0.91	$	1.86	$	2.35

D. Revenue Recognition

The Company recognizes revenue when control of a good or service promised in a contract (i.e., performance obligation) is transferred to a customer. Control is obtained when a customer has the ability to direct the use of and obtain substantially all of the remaining benefits from that good or service. The majority of the Company's revenues are recognized over time as the customer receives control as the Company performs work under a contract. However, a portion of the Company's revenues are recognized at a point-in-time as control is transferred at a distinct point in time per the terms of a contract.

Disaggregated Revenue

A summary of net sales transferred to customers over time and at a point in time for the periods ended October 31, 2025 and October 31, 2024 is as follows (in thousands):


	Three Months Ended
	October 31, 2025						October 31, 2024
	Domestic		International		Total		Domestic		International		Total
Over Time	$	32,911	$	14,872	$	47,783	$	35,123	$	11,355	$	46,478
Point in Time	22,313		—		22,313		1,286		—		1,286
Total	$	55,224	$	14,872	$	70,096	$	36,409	$	11,355	$	47,764

Six Months Ended

October 31, 2025

October 31, 2024

SEC Form 10-Q filed by Kewaunee Scientific Corporation