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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

For the quarterly period ended July 31, 2004

For the transition period from                      to                     

Commission file number 0-5286

KEWAUNEE SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

(704) 873-7202

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

As of September 10, 2004, the Registrant had outstanding 2,491,270 shares of Common Stock.

Pages: This report, excluding exhibits, contains 17 pages numbered sequentially from this cover page.

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KEWAUNEE SCIENTIFIC CORPORATION

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2004

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Part 1. Financial Information

Kewaunee Scientific Corporation

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

See accompanying notes to condensed consolidated financial statements.

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Kewaunee Scientific Corporation

Condensed Consolidated Balance Sheets

(in thousands)

See accompanying notes to condensed consolidated financial statements.

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Kewaunee Scientific Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

See accompanying notes to condensed consolidated financial statements.

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Kewaunee Scientific Corporation

Notes to Condensed 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 2004 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.

B. Inventories

Inventories consisted of the following (in thousands):

C. Balance Sheet

The Company’s April 30, 2004 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.

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D. Comprehensive Income

A reconciliation of net earnings and total comprehensive income for the three months ended July 31, 2004 and 2003 is as follows (in thousands):

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” 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 July 31, 2004.

For the Company’s foreign subsidiaries, assets and liabilities are translated at exchange rates prevailing on the balance sheet date. Revenues and expenses are translated at weighted average exchange rates prevailing during the period and any resulting translation adjustments are reported separately in shareholders’ equity.

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E. Stock Options

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

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The Company’s 2004 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, 2004. The following discussion and analysis describes material changes in the Company’s financial condition since April 30, 2004. The analysis of results of operations compares the three months ended July 31, 2004 with the comparable period of the prior fiscal year.

Results of Operations

The Company recorded sales of $20.3 million for the three months ended July 31, 2004, down 16.2% from sales of $24.2 million for the comparable period of the prior year. Sales of laboratory products to industrial research customers slowed and demand for technical products in the high-tech marketplace turned softer during the quarter. The order backlog was $39.6 million at July 31, 2004, as compared to $43.1 million at April 30, 2004 and $50.7 million at July 31, 2003.

The gross profit margin for the quarter ended July 31, 2004 was 16.6% of sales, as compared to 14.9% of sales in the same quarter of the prior year. The gross profit margin for the prior year was unfavorably impacted by manufacturing problems in the Company’s metal furniture operation, and to a lesser degree, an unfavorable product sales mix.

Operating expenses for the three months ended July 31, 2004 were $3.0 million, or 15.0% of sales, as compared to $3.0 million, or 12.4% of sales, in the same period of the prior year.

Operating earnings of $330,000 were recorded for the three months ended July 31, 2004. This compares to operating earnings of $602,000 for the comparable period of the prior year.

Interest expense was $86,000 for the three months ended July 31, 2004, compared to $78,000 for the same period of the prior year. The increase in interest expense for the current quarter resulted from higher levels of borrowings.

Other income was $49,000, in the three months ended July 31, 2004, compared to other income of $196,000 for the comparable period of the prior year. Other income for the three months ended July 31, 2003 included $295,000 resulting from the resolution of a disputed claim for laboratory furniture sold by the Company several years ago.

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Income tax expense of $100,000 was recorded for the three months ended July 31, 2004. This compares to income tax expense of $259,000 recorded for the three months ended July 31, 2003. The effective tax rate was approximately 34% for quarter ended July 31, 2004 and was 36% for the three months ended July 31, 2003.

Net earnings of $193,000