KEWAUNEE SCIENTIFIC CORP /DE/ 10-Q

Item 1. 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, 2020 2019 2020 2019 Net sales $ 39,000 $ 39,722 $ 75,423 $ 79,058 Cost of products sold 32,605 33,406 63,147 65,796 Gross profit 6,395 6,316 12,276 13,262 Operating expenses 6,406 6,355 12,563 12,525 Operating earnings (loss) ( 11 ) ( 39 ) ( 287 ) 737 Pension expense ( 289 ) ( 113 ) ( 577 ) ( 226 ) Other income 66 129 120 298 Interest expense ( 128 ) ( 135 ) ( 205 ) ( 302 ) Earnings (loss) before income taxes ( 362 ) ( 158 ) ( 949 ) 507 Income tax expense (benefit) ( 197 ) 2,003 ( 176 ) 2,172 Net loss ( 165 ) ( 2,161 ) ( 773 ) ( 1,665 ) Less: net earnings attributable to the noncontrolling interest 15 17 5 42 Net loss attributable to Kewaunee Scientific Corporation $ ( 180 ) $ ( 2,178 ) $ ( 778 ) $ ( 1,707 ) Net loss per share attributable to Kewaunee Scientific Corporation stockholders Basic $ ( 0.07 ) $ ( 0.79 ) $ ( 0.28 ) $ ( 0.62 ) Diluted $ ( 0.07 ) $ ( 0.79 ) $ ( 0.28 ) $ ( 0.62 ) Weighted average number of common shares outstanding Basic 2,759 2,750 2,757 2,750 Diluted 2,759 2,750 2,757 2,750 See accompanying notes to condensed consolidated financial statements. 1 Kewaunee Scientific Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited) ($ in thousands) Three Months Ended October 31, Six Months Ended October 31, 2020 2019 2020 2019 Net loss $ ( 165 ) $ ( 2,161 ) $ ( 773 ) $ ( 1,665 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 35 ) ( 179 ) ( 48 ) 17 Change in fair value of cash flow hedge — 2 — 1 Other comprehensive income (loss) ( 35 ) ( 177 ) ( 48 ) 18 Comprehensive loss, net of tax ( 200 ) ( 2,338 ) ( 821 ) ( 1,647 ) Less: comprehensive income attributable to the noncontrolling interest 15 17 5 42 Comprehensive loss attributable to Kewaunee Scientific Corporation $ ( 215 ) $ ( 2,355 ) $ ( 826 ) $ ( 1,689 ) See accompanying notes to condensed consolidated financial statements. 2 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 Income (Loss) Total Kewaunee Scientific Corporation Stockholders’ Equity Balance at April 30, 2020 $ 6,885 $ 3,360 $ ( 53 ) $ 37,821 $ ( 9,598 ) $ 38,415 Net loss attributable to Kewaunee Scientific Corporation — — — ( 598 ) — ( 598 ) Other comprehensive income — — — — ( 13 ) ( 13 ) Stock based compensation 20 78 — — — 98 Balance at July 31, 2020 $ 6,905 $ 3,438 $ ( 53 ) $ 37,223 $ ( 9,611 ) $ 37,902 Net loss attributable to Kewaunee Scientific Corporation — — — $ ( 180 ) — $ ( 180 ) Other comprehensive income — — — — ( 35 ) ( 35 ) Stock based compensation — 143 — — — 143 Balance at October 31, 2020 $ 6,905 $ 3,581 $ ( 53 ) $ 37,043 $ ( 9,646 ) $ 37,830 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Kewaunee Scientific Corporation Stockholders’ Equity Balance at April 30, 2019 $ 6,875 $ 3,133 $ ( 53 ) $ 43,552 $ ( 6,407 ) $ 47,100 Net earnings attributable to Kewaunee Scientific Corporation — — — 471 — 471 Other comprehensive income — — — — 195 195 Cash dividends paid, $ 0.19 per share — — — ( 522 ) — ( 522 ) Stock based compensation 9 51 — — — 60 Balance at July 31, 2019 $ 6,884 $ 3,184 $ ( 53 ) $ 43,501 $ ( 6,212 ) $ 47,304 Net loss attributable to Kewaunee Scientific Corporation $ — $ — $ — $ ( 2,178 ) $ — $ ( 2,178 ) Other comprehensive loss — — — — $ ( 177 ) ( 177 ) Cash dividends paid, $ 0.19 per share — — — ( 523 ) — ( 523 ) Stock based compensation — 42 — — — 42 Balance at October 31, 2019 $ 6,884 $ 3,226 $ ( 53 ) $ 40,800 $ ( 6,389 ) $ 44,468 See accompanying notes to condensed consolidated financial statements. 3 Kewaunee Scientific Corporation Condensed Consolidated Balance Sheets ($ and shares in thousands, except per share amounts) October 31, 2020 April 30, 2020 (Unaudited) Assets Current Assets: Cash and cash equivalents $ 5,759 $ 4,365 Restricted cash 481 850 Receivables, less allowance; $ 705 ; $ 606 , on each respective date 33,753 28,062 Inventories 16,124 15,330 Income tax receivable 3,220 2,717 Prepaid expenses and other current assets 3,053 2,907 Total Current Assets 62,390 54,231 Property, plant and equipment, at cost 59,007 57,859 Accumulated depreciation ( 42,789 ) ( 41,587 ) Net Property, Plant and Equipment 16,218 16,272 Right of use assets 9,157 9,312 Deferred income taxes — 336 Other assets 3,597 3,778 Total Assets $ 91,362 $ 83,929 Liabilities and Stockholders’ Equity Current Liabilities: Short-term borrowings $ 7,592 $ 4,719 Current portion of capital lease liability 20 19 Current portion of operating lease liabilities 1,281 1,282 Accounts payable 17,258 13,114 Employee compensation and amounts withheld 3,374 4,159 Deferred revenue 2,768 2,508 Other accrued expenses 1,567 1,259 Total Current Liabilities 33,860 27,060 Long-term portion of capital lease liability 102 113 Long-term portion of operating lease liabilities 7,796 7,780 Accrued pension and deferred compensation costs 9,931 9,303 Deferred income taxes 323 401 Other non-current liabilities 1,281 569 Total Liabilities 53,293 45,226 Commitments and Contingencies Stockholders’ Equity: Common stock, $ 2.50 par value, Authorized – 5,000 shares; Issued – 2,762 shares; 2,754 shares; – Outstanding – 2,759 shares; 2,751 shares, on each respective date 6,905 6,885 Additional paid-in-capital 3,581 3,360 Retained earnings 37,043 37,821 Accumulated other comprehensive loss ( 9,646 ) ( 9,598 ) Common stock in treasury, at cost, 3 shares, on each date ( 53 ) ( 53 ) Total Kewaunee Scientific Corporation Stockholders’ Equity 37,830 38,415 Noncontrolling interest 239 288 Total Stockholders’ Equity 38,069 38,703 Total Liabilities and Stockholders’ Equity $ 91,362 $ 83,929 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, 2020 2019 Cash flows from operating activities: Net loss $ ( 773 ) $ ( 1,665 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation 1,346 1,292 Bad debt provision 93 72 Stock based compensation expense 256 115 Deferred income taxes 257 1,727 Change in assets and liabilities: Receivables ( 5,784 ) 1,171 Inventories ( 794 ) 2,428 Income tax receivable ( 503 ) — Accounts payable and other accrued expenses 4,379 ( 223 ) Deferred revenue 260 433 Other, net 747 ( 854 ) Net cash (used in) provided by operating activities ( 516 ) 4,496 Cash flows from investing activities: Capital expenditures ( 1,292 ) ( 715 ) Net cash used in investing activities ( 1,292 ) ( 715 ) Cash flows from financing activities: Dividends paid — ( 1,045 ) Dividends paid to noncontrolling interest in subsidiaries ( 57 ) ( 89 ) Proceeds from short-term borrowings 37,599 31,456 Repayments on short-term borrowings ( 34,726 ) ( 34,209 ) Payments on long-term debt and lease obligations ( 9 ) ( 1,273 ) Net proceeds from exercise of stock options ( 15 ) ( 14 ) Net cash provided by (used in) financing activities 2,792 ( 5,174 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 41 ( 165 ) Increase (decrease) in cash, cash equivalents and restricted cash 1,025 ( 1,558 ) Cash, cash equivalents and restricted cash, beginning of period 5,215 11,156 Cash, cash equivalents and restricted cash, end of period $ 6,240 $ 9,598 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”) 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, 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 2020 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, 2020 included in this interim period filing has been derived from the audited financial statements at that date, but does not include all of the information and related notes required by generally accepted accounting principles ("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 periods ended October 31, 2020 and April 30, 2020, 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 sheet and the condensed consolidated statement of cash flows is as follows: October 31, 2020 April 30, 2020 Cash and cash equivalents $ 5,759 $ 4,365 Restricted cash 481 850 Total cash, cash equivalents and restricted cash $ 6,240 $ 5,215 C. 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, 2020 and October 31, 2019 is as follows (in thousands): Three Months Ended October 31, 2020 Three Months Ended October 31, 2019 Domestic International Total Domestic International Total Over Time $ 26,950 $ 10,228 $ 37,178 $ 29,950 $ 8,138 $ 38,088 Point in Time 1,822 — 1,822 1,634 — 1,634 $ 28,772 $ 10,228 $ 39,000 $ 31,584 $ 8,138 $ 39,722 6 Six Months Ended October 31, 2020 Six Months Ended October 31, 2019 Domestic International Total Domestic International Total Over Time $ 56,030 $ 16,593 $ 72,623 $ 58,185 $ 18,187 $ 76,372 Point in Time 2,800 — 2,800 2,686 — 2,686 $ 58,830 $ 16,593 $ 75,423 $ 60,871 $ 18,187 $ 79,058 Contract Balances The closing and opening balances of contract assets arising from contracts with customers which were recorded as unbilled receivables were $ 8,650,000 at October 31, 2020 and $ 6,131,000 at April 30, 2020. The closing and opening balances of contract liabilities arising from contracts with customers were $ 2,768,000 at October 31, 2020 and $ 2,508,000 at April 30, 2020. The timing of revenue recognition, billings and cash collections results in accounts receivable, unbilled receivables, and deferred revenue which are disclosed in the condensed consolidated balance sheets and in the notes to the condensed consolidated financial statements. In general, the Company receives payments from customers based on a billing schedule established in its contracts. Unbilled receivables represent amounts earned which have not yet been billed in accordance with contractually stated billing terms. Receivables are recorded when the right to consideration becomes unconditional and the Company has a right to invoice the customer. Deferred revenue relates to payments received in advance of performance under the contract. Deferred revenue is recognized as revenue as (or when) the Company performs under the contract. Approximately 100 % of the contract liability balances at April 30, 2020 and October 31, 2020 are expected to be recognized as revenue during the respective succeeding 12 months. D. Inventories The Company measures inventory using the first-in, first-out ("FIFO") method at the lower of cost or net realizable value. Inventories consisted of the following (in thousands): October 31, 2020 April 30, 2020 Finished products $ 2,890 $ 2,455 Work in process 1,756 1,921 Raw materials 11,478 10,954 $ 16,124 $ 15,330 The Company’s International subsidiaries’ inventories were $ 1,925,000 at October 31, 2020 and $ 2,136,000 at April 30, 2020 and are included in the above tables. E. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and equivalents, mutual funds, cash surrender value of life insurance policies, term loans and short-term borrowings. The carrying value of these assets and liabilities approximates their fair value. The following tables summarize the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2020 and April 30, 2020 (in thousands): October 31, 2020 Financial Assets Level 1 Level 2 Total Trading securities held in non-qualified compensation plans (1) $ 2,484 $ — $ 2,484 Cash surrender value of life insurance policies (1) — 87 87 Total $ 2,484 $ 87 $ 2,571 Financial Liabilities Non-qualified compensation plans (2) $ — $ 2,951 $ 2,951 Total $ — $ 2,951 $ 2,951 7 April 30, 2020 Financial Assets Level 1 Level 2 Total Trading securities held in non-qualified compensation plans (1) $ 2,485 $ — $ 2,485 Cash surrender value of life insurance policies (1) — 87 87 Total $ 2,485 $ 87 $ 2,572 Financial Liabilities Non-qualified compensation plans (2) $ — $ 2,899 $ 2,899 Total $ — $ 2,899 $ 2,899 (1) The Company maintains two non-qualified compensation plans which include investment assets in a rabbi trust. These assets consist of marketable securities, which are valued using quoted market prices multiplied by the number of shares owned, and life insurance policies, which are valued at their cash surrender value. (2) Plan liabilities are equal to the individual participants’ account balances and other earned retirement benefits. F. Derivative Financial Instruments The Company records derivatives on the condensed consolidated balance sheets 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 does not enter into derivative instruments for speculative purposes. In May 2013, the Company entered into certain interest rate swap arrangements to mitigate future interest rate risk associated with its long-term debt and designated these as cash flow hedges. These interest rates swaps were terminated in conjunction with the payoff of the outstanding long-term debt in September 2019. G. Long-term Debt and Other Credit Arrangements At October 31, 2020, advances of $ 7.6 million were outstanding under the Company’s revolving credit facility, compared to advances of $ 4.7 million outstanding as of April 30, 2020. The Company had standby letters of credit outstanding of $ 512,000 at October 31, 2020, unchanged from April 30, 2020. Amounts available under the revolving credit facility were $ 8.3 million and $ 8.7 million at October 31, 2020 and April 30, 2020, respectively. At April 30, 2020, the Company was not in compliance with all of the financial covenants under the revolving credit facility. On July 20, 2020, the Company entered into an amendment to the Loan Agreement and Line of Credit which effected changes in certain financial covenants set forth in the Loan Agreement and included a waiver of the non-compliance described above. This amendment did not change the amount of availability provided by the Company's Line of Credit. At October 31, 2020, the Company was in compliance with all the financial covenants under its revolving credit facility. H. Leases In accordance with ASC 842, "ASU No. 2016-02 Leases," the Company is required to recognize lease assets and lease liabilities reflecting the rights and obligations created by leased assets previously classified as operating leases. The Company has operating type leases for real estate and equipment in both the U.S. and internationally and a financing lease for a truck in the U.S. At October 31, 2020 and April 30, 2020, right-of-use assets totaled $ 9,157,000 and $ 9,312,000 , respectively. Operating cash paid to settle lease liabilities was $ 848,000 and $ 668,000 for the six months ended October 31, 2020 and October 31, 2019, respectively . The Company’s leases have remaining lease terms of up to 10 years. In addition, some of the leases may include options to extend the leases for up to 5 years or options to terminate the leases within 1 year. Operating lease expense was $ 683,000 for the three months ended October 31, 2020, inclusive of period cost for short-term leases, not included in lease liabilities, of $ 245,000 . Operating lease expense was $ 1,315,000 for the six months ended October 31, 2020, inclusive of period cost for short-term leases, not included in lease liabilities, of $ 467,000 . Operating lease expense was $ 576,000 for the three months ended October 31, 2019, inclusive of period cost for short-term leases, not included in lease liabilities of $ 222,000 , and $ 1,125,000 for the six months ended October 31, 2019, inclusive of period cost for short-term leases, not included in lease liabilities, of $ 457,000 . At October 31, 2020, the weighted average remaining lease term for the capitalized operating leases was 6.9 years and the weighted average discount rate was 4.1 %. For the finance lease, the remaining lease term was 4.8 years and the discount rate was 10.0 %. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate 8 based on the information available at commencement date in determining the present value of those lease payments. The Company uses the implicit rate when readily determinable. Future minimum lease payments under non-cancelable leases as of October 31, 2020 were as follows: Operating Financing Remainder of fiscal 2021 $ 889 $ 16 2022 1,818 32 2023 1,634 32 2024 1,276 32 2025 1,232 32 Thereafter 3,927 12 Total Minimum Lease Payments 1 $ 10,776 $ 156 Imputed Interest ( 1,700 ) ( 33 ) Total $ 9,076 $ 123 1 Excludes future minimum payments for leases which have not yet commenced as of October 31, 2020. As of October 31, 2020, the Company has entered into leases that have not yet commenced with future minimum lease payments of $ 981,000 that are not yet reflected on the condensed consolidated balance sheets. These operating leases will commence in fiscal year 2021 with lease terms of 5 years. I. Earnings Per Share Basic earnings per share is based on the weighted average number of common shares outstanding during the year. Diluted earnings per share reflects the assumed exercise of outstanding options and the conversion of restricted stock units (“RSUs”) under the Company’s various stock compensation plans, except when RSUs and options have an antidilutive effect. There were 116,575 and 85,205 antidilutive RSUs and options outstanding at October 31, 2020 and October 31, 2019, respectively. The following is a reconciliation of basic to diluted weighted average common shares outstanding (in thousands): Three Months Ended October 31, Six Months Ended October 31, 2020 2019 2020 2019 Basic 2,759 2,750 2,757 2,750 Dilutive effect of stock options and RSUs — — — — Weighted average common shares outstanding - diluted 2,759 2,750 2,757 2,750 J. Stock Options and Share-based Compensation Compensation costs related to stock options and other stock awards granted by the Company are charged against operating expenses during their vesting period, under ASC 718, "Compensation-Stock Compensation." In May 2020, the Company granted 12,045 RSUs under the 2017 Omnibus Incentive Plan ("2017 Plan"). These RSUs include a service component that vests over a one-year period. The Company granted 83,816 RSUs under the 2017 Omnibus Incentive Plan in June 2020. These RSUs include both a service and a performance component, vesting over a three-year period. The recognized expense is based upon the vesting period for service criteria and estimated attainment of the performance criteria at the end of the three-year period, based on the ratio of cumulative days of service to total days over the three-year period. The Company recorded share-based compensation expense during the three and six months ended October 31, 2020 of $ 141,000 and $ 200,000 , respectively, with the remaining estimated share-based compensation expense of $ 990,000 to be recorded over the remaining vesting periods. The Company recorded share-based compensation expense during the three and six months ended October 31, 2019 of $ 41,000 and $ 82,000 , respectively. 9 K . Income Taxes An income tax benefit of $ 197,000 and an income tax expense of $ 2,003,000 were recorded for the three months ended October 31, 2020 and 2019, respectively. An income tax benefit of $ 176,000 and an income tax expense of $ 2,172,000 were recorded for the six months ended October 31, 2020 and 2019, respectively. The effective tax rates were 54.4 % and 1,267.7 % for the three months ended October 31, 2020 and 2019, respectively. The effective tax rates were 18.5 % and 428.4 % for the six months ended October 31, 2020 and 2019, respectively. The change in the effective tax rate for the three and six-month periods is primarily due to the revocation of the Company's indefinite reinvestment of foreign unremitted earnings position (discussed below) and the impact of foreign operations which are taxed at different rates than the U.S. tax rate of 21%. In addition, the change in the effective tax rates for the three and six months ended October 31, 2020 was impacted by the recording of a Domestic income tax benefit as a result of the Company's current Domestic net loss position. This loss is permitted to be carried back and used to offset Domestic taxable income incurred in previous tax filing periods as allowed by the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"). The Company’s income tax receivable increased due to the Domestic income tax benefits afforded by the CARES Act to carryback the current Domestic loss and generate an income tax refund. The income tax receivable also includes Domestic income tax benefits attributable to a carryback claim for an applied Research and Development tax credit for the year ended April 30, 2018, as well as the taxable loss generated during the year ended April 30, 2020. In August 2019, the Company revoked its indefinite reinvestment of foreign unremitted earnings position in compliance with ASC 740 "Income Taxes" and terminated its indefinite reinvestment of unremitted earnings assertion for the Singapore, China, and Kewaunee Labway India Pvt. Ltd. international subsidiaries. The Company recognized a tax withholding expense, imposed by the India Income Tax Department in accordance with international tax treaties between the U.S. and Singapore governments, at a rate of 10.0 % and 15.0 %, respectively. The Company recognized a withholding tax expense of $ 92,000 and $ 80,000 for the three and six months ended October 31, 2020, respectively, related to the unremitted earnings of the subsidiaries listed above. The Company recognized a withholding tax expense of $ 2,083,000 for the three and six months ended October 31, 2019 related to the unremitted earnings of the subsidiaries listed above. The Company has a deferred tax liability of $ 735,000 and $ 785,000 for the withholding tax related to Kewaunee Labway India Pvt. Ltd. as of October 31, 2020 and April 30, 2020, respectively. The Company recorded all deferred tax assets and liabilities related to its outside basis differences in its foreign subsidiaries consistent with ASC 740. In July 2020, the U.S. Department of the Treasury issued final tax regulations (proposed regulations were originally published in 2019) with respect to global intangible low-taxed income (''GILTI''.) Among other changes, these regulations now permit an election to exclude, from the GILTI calculation, items of income which are subject to a high effective foreign tax rate. The Company excluded certain items, as permitted by these final regulations, in the current fiscal year and reflected the benefit in the estimated annual effective tax rate. L. Defined Benefit Pension Plans The Company has non-contributory defined benefit pension plans covering substantially all domestic salaried and hourly employees. These plans were amended as of April 30, 2005; no further benefits have been, or will be, earned under the plans, subsequent to the amendment date, and no additional participants will be added to the plans. There were no Company contributions paid to the plans during the three and six months ended October 31, 2020 and 2019. The Company currently expects to contribute $ 30,000 to the plans during the remainder of the fiscal year. The Company assumed an expected long-term rate of return of 7.75 % for the periods ended October 31, 2020 and October 31, 2019. Pension expense consisted of the following (in thousands): Three Months Ended October 31, 2020 Three Months Ended October 31, 2019 Service cost $ 0 $ 0 Interest cost 181 208 Expected return on plan assets ( 321 ) ( 355 ) Recognition of net loss 429 260 Net periodic pension expense $ 289 $ 113 10 Six Months Ended October 31, 2020 Six Months Ended October 31, 2019 Service cost $ 0 $ 0 Interest cost 362 416 Expected return on plan assets ( 642 ) ( 710 ) Recognition of net loss 857 520 Net periodic pension expense $ 577 $ 226 M. Segment Information The Company’s operations are classified into two business segments: Domestic and International. The Domestic business segment principally designs, manufactures, and installs scientific and technical furniture, including steel and wood laboratory cabinetry, fume hoods, laminate casework, flexible systems, worksurfaces, workstations, workbenches, and computer enclosures. The International business segment, which consists of the Company’s foreign subsidiaries, provides products and services, including facility design, detailed engineering, construction, and project management from the planning stage through testing and commissioning of laboratories. Intersegment transactions are recorded at normal profit margins. All intercompany balances and transactions have been eliminated. Certain corporate expenses shown below have not been allocated to the business segments. The following tables provide financial information by business segments for the periods ended October 31, 2020 and 2019 (in thousands): Domestic Operations International Operations Corporate / Eliminations Total Three months ended October 31, 2020 Revenues from external customers $ 28,772 $ 10,228 $ — $ 39,000 Intersegment revenues 601 1,099 ( 1,700 ) — Earnings (loss) before income taxes $ 595 $ 786 $ ( 1,743 ) $ ( 362 ) Three months ended October 31, 2019 Revenues from external customers $ 31,584 $ 8,138 $ — $ 39,722 Intersegment revenues 907 641 ( 1,548 ) — Earnings (loss) before income taxes $ 746 $ 501 $ ( 1,405 ) $ ( 158 ) Domestic Operations International Operations Corporate / Eliminations Total Six months ended October 31, 2020 Revenues from external customers $ 58,830 $ 16,593 $ — $ 75,423 Intersegment revenues 1,252 1,910 ( 3,162 ) — Earnings (loss) before income taxes $ 1,588 $ 921 $ ( 3,458 ) $ ( 949 ) Six months ended October 31, 2019 Revenues from external customers $ 60,871 $ 18,187 $ — $ 79,058 Intersegment revenues 3,086 1,483 ( 4,569 ) — Earnings (loss) before income taxes $ 2,306 $ 1,109 $ ( 2,908 ) $ 507 N. Reclassifications The Company reclassified certain amounts in the condensed consolidated balance sheet for the period ended April 30, 2020 and the condensed consolidated statements of cash flows for the six-month period ended October 31, 2019 to conform to the current period presentation. O. New Accounting Standards 11 In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which replaces the current incurred loss method used for determining credit losses on financial assets, including trade receivables, with an expected credit loss method. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022. The Company will adopt this standard in fiscal year 2024. The Company does not expect the adoption of this standard to have a significant impact on the Company’s consolidated financial position or results of operations. In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment," which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. The Company adopted this standard effective May 1, 2020. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations. In August 2018, the FASB issued ASU 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement," which removes, modifies, and adds certain disclosure requirements related to fair value measurements in ASC Topic 820. The Company adopted this standard effective May 1, 2020. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations. In August 2018, the FASB issued ASU 2018-14, "Compensation -Retirement Benefits -Defined Benefit Plans -General (Subtopic 715-20) - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans" ("ASU 2018-14"). The amendments in this update remove defined benefit plan disclosures that are no longer considered cost-beneficial, clarify the specific requirements of disclosures, and add disclosure requirements identified as relevant. ASU 2018-14 is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company adopted this standard effective May 1, 2020. The adoption of this standard did not have a significant impact on the Company’s consolidated financial position or results of operations. In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes ("Topic 740"): Simplifying the Accounting for Income Taxes." This update simplifies the accounting for income taxes through certain targeted improvements to various subtopics within Topic 740. The amendments in this update are effective for fiscal years and interim periods beginning after December 15, 2020. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04"). This guidance provides practical expedients for contract modifications and certain hedging relationships associated with the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates. The ASU can be adopted after its issuance date through December 31, 2022. The Company is evaluating the optional expedients and exceptions in the guidance but does not expect the adoption of this standard to have a material impact on its consolidated financial statements.