KIMBALL INTERNATIONAL, INC.
|
(Exact name of registrant as specified in its charter)
|
Indiana
|
|
35-0514506
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
1600 Royal Street, Jasper, Indiana
|
|
47549-1001
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(812) 482-1600
|
Registrant’s telephone number, including area code
|
Not Applicable
|
Former name, former address and former fiscal year, if changed since last report
|
|
Page No.
|
|
|
|
|
|
|
PART I FINANCIAL INFORMATION
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
PART II OTHER INFORMATION
|
|
||
|
|
|
|
|
|
||
|
|
||
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|||
|
September 30,
2017 |
|
June 30,
2017 |
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
64,250
|
|
|
$
|
62,882
|
|
Short-term investments
|
33,528
|
|
|
35,683
|
|
||
Receivables, net of allowances of $1,664 and $1,626, respectively
|
54,262
|
|
|
53,909
|
|
||
Inventories
|
41,320
|
|
|
38,062
|
|
||
Prepaid expenses and other current assets
|
9,044
|
|
|
8,050
|
|
||
Assets held for sale
|
193
|
|
|
4,223
|
|
||
Total current assets
|
202,597
|
|
|
202,809
|
|
||
Property and Equipment, net of accumulated depreciation of $184,245 and $182,803, respectively
|
81,125
|
|
|
80,069
|
|
||
Intangible Assets, net of accumulated amortization of $35,443 and $35,148, respectively
|
2,824
|
|
|
2,932
|
|
||
Deferred Tax Assets
|
16,415
|
|
|
14,487
|
|
||
Other Assets
|
13,033
|
|
|
13,450
|
|
||
Total Assets
|
$
|
315,994
|
|
|
$
|
313,747
|
|
|
|
|
|
||||
LIABILITIES AND SHARE OWNERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
26
|
|
|
$
|
27
|
|
Accounts payable
|
46,388
|
|
|
44,730
|
|
||
Customer deposits
|
21,079
|
|
|
20,516
|
|
||
Sale-leaseback financing obligation
|
3,777
|
|
|
3,752
|
|
||
Dividends payable
|
2,703
|
|
|
2,296
|
|
||
Accrued expenses
|
43,654
|
|
|
49,018
|
|
||
Total current liabilities
|
117,627
|
|
|
120,339
|
|
||
Other Liabilities:
|
|
|
|
||||
Long-term debt, less current maturities
|
161
|
|
|
184
|
|
||
Other
|
16,191
|
|
|
17,020
|
|
||
Total other liabilities
|
16,352
|
|
|
17,204
|
|
||
Share Owners’ Equity:
|
|
|
|
||||
Common stock-par value $0.05 per share:
|
|
|
|
||||
Class A - Shares authorized: 50,000,000
Shares issued: 280,000 for both periods
|
14
|
|
|
14
|
|
||
Class B - Shares authorized: 100,000,000
Shares issued: 42,745,000 and 42,744,000, respectively
|
2,137
|
|
|
2,137
|
|
||
Additional paid-in capital
|
712
|
|
|
2,971
|
|
||
Retained earnings
|
234,616
|
|
|
230,763
|
|
||
Accumulated other comprehensive income
|
1,246
|
|
|
1,115
|
|
||
Less: Treasury stock, at cost, 5,557,000 shares and 5,726,000 shares, respectively
|
(56,710
|
)
|
|
(60,796
|
)
|
||
Total Share Owners’ Equity
|
182,015
|
|
|
176,204
|
|
||
Total Liabilities and Share Owners’ Equity
|
$
|
315,994
|
|
|
$
|
313,747
|
|
|
(Unaudited)
|
||||||
|
Three Months Ended
|
||||||
|
September 30
|
||||||
|
2017
|
|
2016
|
||||
Net Sales
|
$
|
169,517
|
|
|
$
|
174,996
|
|
Cost of Sales
|
109,928
|
|
|
116,309
|
|
||
Gross Profit
|
59,589
|
|
|
58,687
|
|
||
Selling and Administrative Expenses
|
43,632
|
|
|
43,227
|
|
||
Restructuring Gain
|
—
|
|
|
(1,832
|
)
|
||
Operating Income
|
15,957
|
|
|
17,292
|
|
||
Other Income (Expense):
|
|
|
|
||||
Interest income
|
234
|
|
|
110
|
|
||
Interest expense
|
(31
|
)
|
|
(5
|
)
|
||
Non-operating income (expense), net
|
286
|
|
|
292
|
|
||
Other income (expense), net
|
489
|
|
|
397
|
|
||
Income Before Taxes on Income
|
16,446
|
|
|
17,689
|
|
||
Provision for Income Taxes
|
5,489
|
|
|
6,691
|
|
||
Net Income
|
$
|
10,957
|
|
|
$
|
10,998
|
|
|
|
|
|
||||
Earnings Per Share of Common Stock:
|
|
|
|
|
|
||
Basic Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
Diluted Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
|
|
|
|
||||
Dividends Per Share of Common Stock
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
|
|
|
||||
Average Number of Shares Outstanding:
|
|
|
|
||||
Class A and B Common Stock:
|
|
|
|
||||
Basic
|
37,428
|
|
|
37,609
|
|
||
Diluted
|
37,733
|
|
|
38,024
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||||||
(Unaudited)
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
||||||||||||
Net income
|
|
|
|
|
$
|
10,957
|
|
|
|
|
|
|
$
|
10,998
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
14
|
|
|
$
|
(5
|
)
|
|
$
|
9
|
|
|
$
|
(23
|
)
|
|
$
|
9
|
|
|
$
|
(14
|
)
|
Postemployment severance actuarial change
|
267
|
|
|
(104
|
)
|
|
163
|
|
|
243
|
|
|
(94
|
)
|
|
149
|
|
||||||
Reclassification to (earnings) loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of actuarial change
|
(67
|
)
|
|
26
|
|
|
(41
|
)
|
|
(145
|
)
|
|
56
|
|
|
(89
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
214
|
|
|
$
|
(83
|
)
|
|
$
|
131
|
|
|
$
|
75
|
|
|
$
|
(29
|
)
|
|
$
|
46
|
|
Total comprehensive income
|
|
|
|
|
$
|
11,088
|
|
|
|
|
|
|
$
|
11,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
||||||
|
Three Months Ended
|
||||||
|
September 30
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
10,957
|
|
|
$
|
10,998
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|||||
Depreciation and amortization
|
3,668
|
|
|
3,935
|
|
||
Gain on sales of assets
|
(436
|
)
|
|
(2,076
|
)
|
||
Deferred income tax and other deferred charges
|
(1,976
|
)
|
|
(1,504
|
)
|
||
Stock-based compensation
|
1,536
|
|
|
1,779
|
|
||
Other, net
|
(100
|
)
|
|
(819
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(385
|
)
|
|
(986
|
)
|
||
Inventories
|
(3,258
|
)
|
|
(827
|
)
|
||
Prepaid expenses and other current assets
|
480
|
|
|
4,478
|
|
||
Accounts payable
|
2,794
|
|
|
594
|
|
||
Customer deposits
|
563
|
|
|
1,427
|
|
||
Accrued expenses
|
(6,818
|
)
|
|
(3,987
|
)
|
||
Net cash provided by operating activities
|
7,025
|
|
|
13,012
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(6,408
|
)
|
|
(2,353
|
)
|
||
Proceeds from sales of assets
|
5,405
|
|
|
11,306
|
|
||
Purchases of capitalized software
|
(187
|
)
|
|
(113
|
)
|
||
Purchases of available-for-sale securities
|
(6,991
|
)
|
|
(15,899
|
)
|
||
Maturities of available-for-sale securities
|
8,977
|
|
|
—
|
|
||
Other, net
|
(48
|
)
|
|
(702
|
)
|
||
Net cash provided by (used for) investing activities
|
748
|
|
|
(7,761
|
)
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Net change in capital leases and long-term debt
|
1
|
|
|
(22
|
)
|
||
Dividends paid to Share Owners
|
(2,234
|
)
|
|
(2,060
|
)
|
||
Repurchases of Common Stock
|
(1,746
|
)
|
|
(2,717
|
)
|
||
Repurchase of employee shares for tax withholding
|
(2,426
|
)
|
|
(1,167
|
)
|
||
Net cash used for financing activities
|
(6,405
|
)
|
|
(5,966
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
1,368
|
|
|
(715
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
62,882
|
|
|
47,576
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
64,250
|
|
|
$
|
46,861
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes
|
$
|
938
|
|
|
$
|
321
|
|
Interest expense
|
$
|
31
|
|
|
$
|
5
|
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2017
|
|
2016
|
||||
Foreign Currency Gain (Loss)
|
$
|
17
|
|
|
$
|
(7
|
)
|
Gain on Supplemental Employee Retirement Plan Investments
|
351
|
|
|
367
|
|
||
Other
|
(82
|
)
|
|
(68
|
)
|
||
Non-operating income (expense), net
|
$
|
286
|
|
|
$
|
292
|
|
(Amounts in Thousands)
|
September 30, 2017
|
|
June 30,
2017 |
||||
Finished products
|
$
|
26,446
|
|
|
$
|
24,537
|
|
Work-in-process
|
1,266
|
|
|
1,346
|
|
||
Raw materials
|
26,953
|
|
|
25,368
|
|
||
Total FIFO inventory
|
54,665
|
|
|
51,251
|
|
||
LIFO reserve
|
(13,345
|
)
|
|
(13,189
|
)
|
||
Total inventory
|
$
|
41,320
|
|
|
$
|
38,062
|
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
||||||
(Amounts in Thousands)
|
|
Unrealized Investment Gain (Loss)
|
|
Postemployment Benefits Net Actuarial Gain (Loss)
|
|
Accumulated Other Comprehensive Income
|
||||||
Balance at June 30, 2017
|
|
$
|
(21
|
)
|
|
$
|
1,136
|
|
|
$
|
1,115
|
|
Other comprehensive income (loss) before reclassifications
|
|
9
|
|
|
163
|
|
|
172
|
|
|||
Reclassification to (earnings) loss
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||
Net current-period other comprehensive income (loss)
|
|
9
|
|
|
122
|
|
|
131
|
|
|||
Balance at September 30, 2017
|
|
$
|
(12
|
)
|
|
$
|
1,258
|
|
|
$
|
1,246
|
|
|
|
|
|
|
|
|
||||||
Balance at June 30, 2016
|
|
$
|
—
|
|
|
$
|
1,311
|
|
|
$
|
1,311
|
|
Other comprehensive income (loss) before reclassifications
|
|
(14
|
)
|
|
149
|
|
|
135
|
|
|||
Reclassification to (earnings) loss
|
|
—
|
|
|
(89
|
)
|
|
(89
|
)
|
|||
Net current-period other comprehensive income (loss)
|
|
(14
|
)
|
|
60
|
|
|
46
|
|
|||
Balance at September 30, 2016
|
|
$
|
(14
|
)
|
|
$
|
1,371
|
|
|
$
|
1,357
|
|
|
|
|
|
|
|
|
Reclassifications from Accumulated Other Comprehensive Income
|
|
Three Months Ended
|
|
Affected Line Item in the Condensed Consolidated Statements of Income
|
||||||
|
September 30,
|
|
||||||||
(Amounts in Thousands)
|
|
2017
|
|
2016
|
|
|||||
Postemployment Benefits Amortization of Actuarial Gain
(1)
|
|
$
|
44
|
|
|
$
|
92
|
|
|
Cost of Sales
|
|
|
23
|
|
|
53
|
|
|
Selling and Administrative Expenses
|
||
|
|
(26
|
)
|
|
(56
|
)
|
|
Provision for Income Taxes
|
||
Total Reclassifications for the Period
|
|
$
|
41
|
|
|
$
|
89
|
|
|
Net Income
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2017
|
|
2016
|
||||
Product Warranty Liability at the beginning of the period
|
$
|
1,992
|
|
|
$
|
2,351
|
|
Additions to warranty accrual (including changes in estimates)
|
313
|
|
|
213
|
|
||
Settlements made (in cash or in kind)
|
(146
|
)
|
|
(306
|
)
|
||
Product Warranty Liability at the end of the period
|
$
|
2,159
|
|
|
$
|
2,258
|
|
•
|
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2: Observable inputs other than those included in level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
•
|
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
|
Financial Instrument
|
|
Level
|
|
Valuation Technique/Inputs Used
|
Cash Equivalents: Money market funds
|
|
1
|
|
Market - Quoted market prices
|
Cash Equivalents: Commercial paper
|
|
2
|
|
Market - Based on market data which use evaluated pricing models and incorporate available trade, bid, and other market information.
|
Available-for-sale securities: Secondary market certificates of deposit
|
|
2
|
|
Market - Based on market data which use evaluated pricing models and incorporate available trade, bid, and other market information.
|
Available-for-sale securities: Municipal bonds
|
|
2
|
|
Market - Based on market data which use evaluated pricing models and incorporate available trade, bid, and other market information.
|
Available-for-sale securities: Government agency securities
|
|
2
|
|
Market - Based on market data which use evaluated pricing models and incorporate available trade, bid, and other market information.
|
Trading securities: Mutual funds held in nonqualified SERP
|
|
1
|
|
Market - Quoted market prices
|
Derivative Assets: Stock warrants
|
|
3
|
|
Market - The privately-held company is currently in an early stage of start-up. The pricing of recent purchases or sales of the investment are considered, as well as positive and negative qualitative evidence, in the assessment of fair value.
|
(Amounts in Thousands)
|
September 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents: Money market funds
|
$
|
33,343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,343
|
|
Cash equivalents: Commercial paper
|
—
|
|
|
26,836
|
|
|
—
|
|
|
26,836
|
|
||||
Available-for-sale securities: Secondary market certificates of deposit
|
—
|
|
|
11,162
|
|
|
—
|
|
|
11,162
|
|
||||
Available-for-sale securities: Municipal bonds
|
—
|
|
|
19,172
|
|
|
—
|
|
|
19,172
|
|
||||
Available-for-sale securities: Government agencies
|
—
|
|
|
3,194
|
|
|
—
|
|
|
3,194
|
|
||||
Trading Securities: Mutual funds in nonqualified SERP
|
11,868
|
|
|
—
|
|
|
—
|
|
|
11,868
|
|
||||
Derivatives: Stock warrants
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
||||
Total assets at fair value
|
$
|
45,211
|
|
|
$
|
60,364
|
|
|
$
|
1,500
|
|
|
$
|
107,075
|
|
|
|
|
|
|
|
|
|
||||||||
(Amounts in Thousands)
|
June 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents: Money market funds
|
$
|
30,383
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,383
|
|
Cash equivalents: Commercial paper
|
—
|
|
|
29,102
|
|
|
—
|
|
|
29,102
|
|
||||
Available-for-sale securities: Secondary market certificates of deposit
|
—
|
|
|
10,336
|
|
|
—
|
|
|
10,336
|
|
||||
Available-for-sale securities: Municipal bonds
|
—
|
|
|
22,154
|
|
|
—
|
|
|
22,154
|
|
||||
Available-for-sale securities: Government agencies
|
—
|
|
|
3,193
|
|
|
—
|
|
|
3,193
|
|
||||
Trading Securities: Mutual funds in nonqualified SERP
|
11,194
|
|
|
—
|
|
|
—
|
|
|
11,194
|
|
||||
Derivatives: Stock warrants
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
||||
Total assets at fair value
|
$
|
41,577
|
|
|
$
|
64,785
|
|
|
$
|
1,500
|
|
|
$
|
107,862
|
|
Financial Instrument
|
|
Level
|
|
Valuation Technique/Inputs Used
|
Notes receivable
|
|
2
|
|
Market - Price approximated based on the assumed collection of receivables in the normal course of business, taking into account the customer’s non-performance risk
|
Non-marketable equity securities (cost-method investments, which carry shares at cost except in the event of impairment)
|
|
3
|
|
Cost Method, with Impairment Recognized Using a Market-Based Valuation Technique - See the explanation below the table regarding the method used to periodically estimate the fair value of cost-method investments.
|
Long-term debt (carried at amortized cost)
|
|
3
|
|
Income - Price estimated using a discounted cash flow analysis based on quoted long-term debt market rates, taking into account Kimball International’s non-performance risk
|
|
September 30, 2017
|
||||||||||
(Amounts in Thousands)
|
Certificates of Deposit
|
|
Municipal Bonds
|
|
Government Agency Securities
|
||||||
Within one year
|
$
|
9,258
|
|
|
$
|
13,573
|
|
|
$
|
3,194
|
|
After one year through two years
|
1,904
|
|
|
5,599
|
|
|
—
|
|
|||
Total Fair Value
|
$
|
11,162
|
|
|
$
|
19,172
|
|
|
$
|
3,194
|
|
|
September 30, 2017
|
||||||||||
(Amounts in Thousands)
|
Certificates of Deposit
|
|
Municipal Bonds
|
|
Government Agency Securities
|
||||||
Amortized cost basis
|
$
|
11,161
|
|
|
$
|
19,187
|
|
|
$
|
3,200
|
|
Unrealized holding gains
|
1
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding losses
|
—
|
|
|
(15
|
)
|
|
(6
|
)
|
|||
Fair Value
|
$
|
11,162
|
|
|
$
|
19,172
|
|
|
$
|
3,194
|
|
|
|
|
|
|
|
||||||
|
June 30, 2017
|
||||||||||
(Amounts in Thousands)
|
Certificates of Deposit
|
|
Municipal Bonds
|
|
Government Agency Securities
|
||||||
Amortized cost basis
|
$
|
10,334
|
|
|
$
|
22,183
|
|
|
$
|
3,200
|
|
Unrealized holding gains
|
2
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding losses
|
—
|
|
|
(29
|
)
|
|
(7
|
)
|
|||
Fair Value
|
$
|
10,336
|
|
|
$
|
22,154
|
|
|
$
|
3,193
|
|
(Amounts in Thousands)
|
September 30,
2017 |
|
June 30,
2017 |
||||
SERP investments - current asset
|
$
|
2,733
|
|
|
$
|
1,259
|
|
SERP investments - other long-term asset
|
9,135
|
|
|
9,935
|
|
||
Total SERP investments
|
$
|
11,868
|
|
|
$
|
11,194
|
|
|
|
|
|
||||
SERP obligation - current liability
|
$
|
2,733
|
|
|
$
|
1,259
|
|
SERP obligation - other long-term liability
|
9,135
|
|
|
9,935
|
|
||
Total SERP obligation
|
$
|
11,868
|
|
|
$
|
11,194
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2017
|
|
2016
|
||||
Service cost
|
$
|
135
|
|
|
$
|
119
|
|
Interest cost
|
21
|
|
|
15
|
|
||
Amortization of actuarial income
|
(67
|
)
|
|
(145
|
)
|
||
Net periodic benefit cost (income)
|
$
|
89
|
|
|
$
|
(11
|
)
|
Type of Award
|
|
Quarter Awarded
|
|
Shares or Units
|
|
Grant Date Fair Value
(5)
|
|||
Annual Performance Shares
(1)
|
|
1st Quarter
|
|
55,839
|
|
|
|
$16.52
|
|
Relative Total Shareholder Return
Awards
(2)
|
|
1st Quarter
|
|
26,167
|
|
|
|
$21.21
|
|
Restricted Share Units
(3)
|
|
1st Quarter
|
|
51,211
|
|
|
|
$16.76
|
|
Unrestricted Shares
(4)
|
|
1st Quarter
|
|
10,055
|
|
|
|
$16.97
|
|
|
As of September 30, 2017
|
|
As of June 30, 2017
|
||||||||||||||||||||
(Amounts in Thousands)
|
Unpaid Balance
|
|
Related Allowance
|
|
Receivable Net of Allowance
|
|
Unpaid Balance
|
|
Related Allowance
|
|
Receivable Net of Allowance
|
||||||||||||
Independent Dealership Financing
|
$
|
751
|
|
|
$
|
—
|
|
|
$
|
751
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
433
|
|
Other Notes Receivable
|
135
|
|
|
126
|
|
|
9
|
|
|
138
|
|
|
126
|
|
|
12
|
|
||||||
Total
|
$
|
886
|
|
|
$
|
126
|
|
|
$
|
760
|
|
|
$
|
571
|
|
|
$
|
126
|
|
|
$
|
445
|
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands, Except for Per Share Data)
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net Income
|
$
|
10,957
|
|
|
$
|
10,998
|
|
|
|
|
|
||||
Average Shares Outstanding for Basic EPS Calculation
|
37,428
|
|
|
37,609
|
|
||
Dilutive Effect of Average Outstanding Compensation Awards
|
305
|
|
|
415
|
|
||
Average Shares Outstanding for Diluted EPS Calculation
|
37,733
|
|
|
38,024
|
|
||
|
|
|
|
||||
Basic Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
Diluted Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
•
|
The U.S. government, as well as state and local governments, can typically terminate or modify their contracts with us either at their discretion or if we default by failing to perform under the terms of the applicable contract, which could expose us to liability and impede our ability to compete in the future for contracts and orders. The failure to comply with regulatory and contractual requirements could subject us to investigations, fines, or other penalties, and violations of certain regulatory and contractual requirements could also result in us being suspended or debarred from future government contracting. In March 2016, in connection with a renewal of one of our two contracts with the General Services Administration (“GSA”), we became aware of noncompliance and inaccuracies in our GSA subcontractor reporting. Accordingly, we retained outside legal counsel to assist in conducting an internal review of our reporting practices, and we self-reported the matter and the results of the internal review to the GSA. We have promptly responded to inquiries from the GSA since our initial reporting, have met with government officials as requested on two occasions, and intend to cooperate fully with any further inquiries or investigations. We cannot reasonably predict the outcome of a government investigation at this time. During the first three months of fiscal year 2018, sales related to our GSA contracts were approximately
9.1%
of our consolidated sales, with one contract accounting for approximately
6.4%
of our consolidated sales and the other contract accounting for approximately
2.7%
of our consolidated sales.
|
•
|
Due to the contract and project nature of furniture markets, fluctuation in the demand for our products and variation in the gross margin on those projects is inherent to our business which in turn impact our operating results. Effective management of our manufacturing capacity is and will continue to be critical to our success. See below for further details regarding current sales and open order trends.
|
•
|
The impact of higher commodity prices is expected to intensify as pricing pressure from our vendors increases. We continue to focus on continuous improvement initiatives to help offset these cost increases.
|
•
|
Despite a moderate economic outlook, uncertainty in areas such as tax reform, trade agreements, tariffs, and the future of the Affordable Care Act could pose a threat to our future growth if companies reduce capital spending in response to the uncertainty.
|
•
|
We expect to continue to invest in capital expenditures prudently, including potential acquisitions, that would enhance our capabilities and diversification while providing an opportunity for growth and improved profitability.
|
•
|
We have a strong focus on cost control and closely monitor market changes and our liquidity in order to proactively adjust our operating costs, discretionary capital spending, and dividend levels as needed. Managing working capital in conjunction with fluctuating demand levels is likewise key. In addition, a long-standing component of our Annual Cash Incentive plan is that it is linked to our Company-wide and business unit performance which is designed to adjust compensation expense as profits change.
|
•
|
We continue to maintain a strong balance sheet. Our short-term liquidity available, represented as cash, cash equivalents, and short-term investments plus the unused amount of our credit facility, was
$126.6 million
at
September 30, 2017
.
|
|
At or for the
Three Months Ended
|
|
|
|||||||
|
September 30
|
|
|
|||||||
(Amounts in Millions)
|
2017
|
|
2016
|
|
% Change
|
|||||
Net Sales
|
$
|
169.5
|
|
|
$
|
175.0
|
|
|
(3
|
%)
|
Gross Profit
|
59.6
|
|
|
58.7
|
|
|
2
|
%
|
||
Selling and Administrative Expenses
|
43.6
|
|
|
43.2
|
|
|
1
|
%
|
||
Restructuring Gain
|
—
|
|
|
(1.8
|
)
|
|
|
|
||
Operating Income
|
16.0
|
|
|
17.3
|
|
|
(8
|
%)
|
||
Operating Income %
|
9.4
|
%
|
|
9.9
|
%
|
|
|
|
||
Adjusted Operating Income *
|
$
|
16.0
|
|
|
$
|
15.5
|
|
|
3
|
%
|
Adjusted Operating Income % *
|
9.4
|
%
|
|
8.8
|
%
|
|
|
|||
Net Income
|
$
|
11.0
|
|
|
$
|
11.0
|
|
|
—
|
%
|
Adjusted Net Income *
|
11.0
|
|
|
9.9
|
|
|
11
|
%
|
||
Diluted Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
|
|
|
Adjusted Diluted Earnings Per Share *
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
|
|
Open Orders
|
$
|
122.1
|
|
|
$
|
127.9
|
|
|
(5
|
%)
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2017
|
|
2016
|
||||
Interest Income
|
$
|
234
|
|
|
$
|
110
|
|
Interest Expense
|
(31
|
)
|
|
(5
|
)
|
||
Foreign Currency Gain (Loss)
|
17
|
|
|
(7
|
)
|
||
Gain on Supplemental Employee Retirement Plan Investments
|
351
|
|
|
367
|
|
||
Other
|
(82
|
)
|
|
(68
|
)
|
||
Other Income (Expense), net
|
$
|
489
|
|
|
$
|
397
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30
|
||||||
(Amounts in thousands)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
7,025
|
|
|
$
|
13,012
|
|
Net cash provided by (used for) investing activities
|
|
$
|
748
|
|
|
$
|
(7,761
|
)
|
Net cash used for financing activities
|
|
$
|
(6,405
|
)
|
|
$
|
(5,966
|
)
|
|
|
At or For the Period Ended
|
|
Limit As Specified in
|
|
|
|||
Covenant
|
|
September 30, 2017
|
|
Credit Agreement
|
|
Excess
|
|||
Adjusted Leverage Ratio
|
|
(0.62
|
)
|
|
3.00
|
|
|
3.62
|
|
Fixed Charge Coverage Ratio
|
|
551.38
|
|
|
1.10
|
|
|
550.28
|
|
|
|
|
|
|
|
|
|
|
|||||
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||
Month #1 (July 1-July 31, 2017)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,757,260
|
|
Month #2 (August 1-August 31, 2017)
|
|
104,551
|
|
|
$
|
16.70
|
|
|
104,551
|
|
|
1,652,709
|
|
Month #3 (September 1-September 30, 2017)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,652,709
|
|
Total
|
|
104,551
|
|
|
$
|
16.70
|
|
|
104,551
|
|
|
|
3(a)
|
3(b)
|
31.1
|
31.2
|
32.1
|
32.2
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
KIMBALL INTERNATIONAL, INC.
|
|
|
|
|
By:
|
/s/ ROBERT F. SCHNEIDER
|
|
|
Robert F. Schneider
Chief Executive Officer
|
|
|
November 2, 2017
|
|
|
|
|
|
|
|
By:
|
/s/ MICHELLE R. SCHROEDER
|
|
|
Michelle R. Schroeder
Vice President,
Chief Financial Officer
|
|
|
November 2, 2017
|
a.
|
to transact any and all lawful businesses for which corporations may be incorporated under the Corporation Law;
|
b.
|
to carry on the trade or business of manufacturing, purchasing, buying, selling, handling, disposing of, merchandising and dealing in, either at wholesale or at retail, manufactured products of metal, wood, or other materials and/or the combinations thereof, of the various and several kinds, and especially furniture of the various and several kinds of construction, parts, and accessories, and in general, the engagement in manufacturing and merchandising and as before said, either at wholesale or at retail, and all or either, in whole or in part, as the further interests and opportunities may suggest, and as the subsequent conditions may indicate or require;
|
c.
|
to engage and conduct a business in the United States and internationally for the manufacture of products of metal, wood or other materials and/or the combinations thereof; to buy, sell, own, manufacture, assemble, build, construct and otherwise handle and deal in all kinds of machinery, equipment, supplies, parts or accessories, and to manufacture, build and construct furniture of the various and several kinds of construction, parts and accessories and to dispose and deal in the same as manufacturers, jobbers, wholesalers and retailers;
|
d.
|
to acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage and otherwise deal in and dispose of Letters Patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names incident to or useful in connection with any business of this corporation;
|
e.
|
to acquire the capital stock, bonds or other evidences of indebtedness, secured or unsecured, of any other corporation and to acquire the good will, rights, assets and property and to undertake and assume all or any part of the obligations or liabilities of any other corporation, firm, association or person;
|
f.
|
to acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants rights, bonds, debentures, notes, trust receipts and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof;
|
g.
|
to buy, hold, own, improve, manage, operate, lease as lessee or as lessor, sell, convey and/or mortgage either alone or in conjunction with others, real estate of every kind, character and description whatsoever and wheresoever situated, and any interest therein; and to purchase, acquire, hold, mortgage, pledge, hypothecate, exchange, sell, deal in and dispose of, alone or in syndicates, or otherwise in conjunction with others, commodities and other personal property of every kind, character and description whatsoever and wheresoever situated, and any interest therein;
|
h.
|
to act as agent or representative of others for any lawful business purposes;
|
i.
|
to make contracts; to make any guaranty respecting stocks, leases, securities, indebtedness, interest, contracts, or other obligations; to borrow money; to issue bonds, promissory notes, debentures and other evidences of indebtedness; to secure such evidence of indebtedness by pledge, mortgage and/or hypothecation of certain or all of the assets of the corporation; to enter into indentures specifying the various terms and incidents of such evidences of indebtedness; and to do any and all other incidental acts and things necessary to borrow money on the part of the corporation;
|
j.
|
to borrow or raise monies for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes;
|
k.
|
to purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly;
|
l.
|
to have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount, to purchase or otherwise acquire, hold, own, amortize, sell, convey or otherwise deal in or dispose of real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country;
|
m.
|
in general, to carry on any other businesses in connection with the foregoing and to have and exercise all of the powers conferred by the laws of the State of Indiana upon corporations by the Corporation Law.
|
a.
|
Dividends. The holders of Class A Common Stock and Class B Common Stock shall be entitled to receive, when and as declared by the Board of Directors, from funds lawfully available therefor, all dividends payable in cash or other property of the corporation, and for this purpose Class A Common Stock and Class B Common Stock shall be considered as one class, and the holders thereof shall be entitled to participate ratably, share for share, and without preference of either class over the other, in all dividends so declared and paid. Notwithstanding the foregoing, the holders of Class B Common Stock shall be entitled to receive cash dividends in each fiscal year of the corporation in an amount which is $.02 per share (the "Differential") greater than the amount
|
i.
|
if any such fiscal year shall consist of less than 360 days, then the Differential for each quarterly dividend declared during the resulting short fiscal year shall be equal to one-fourth of the Differential applicable to a full fiscal year (taking into account any adjustments that may be made to the Differential in accordance with Section 3(a)(iii) below);
|
ii.
|
with respect to the first fiscal year ending after the Effective Date, the Differential for each quarterly dividend declared during the remainder of that fiscal year shall be equal to one-fourth of the Differential applicable to a full fiscal year (taking into account any adjustments that may be made to the Differential in accordance with Section 3(a)(iii) below); and
|
iii.
|
in the event of a split or division of the outstanding shares of Class B Common Stock into more shares of that class (excluding the split effected pursuant to Article IV, Section 2 above), or a combination of the outstanding shares of Class B Common Stock into a lesser number of shares of that class, or the declaration and payment of a stock dividend payable in shares of Class B Common Stock on the outstanding shares of Class B Common Stock, then, effective upon the effectiveness of such split, division or combination, or upon the payment of such stock dividend, as the case may be, the Differential shall be adjusted by multiplying the Differential theretofore in effect by a fraction, the numerator of which is the number of shares of Class B Common Stock outstanding immediately prior to the effectiveness of such split, division or combination, or the payment of such stock dividend, as the case may be, and the denominator of which is the number of shares of Class B Common Stock outstanding immediately following such split, division or combination, or the payment of such dividend, as the case may be. The Differential as so adjusted shall be rounded to the nearest tenth of a cent.
|
b.
|
Voting. Except as otherwise provided in this Article IV and except as otherwise required by law, the voting power of the corporation shall vest in the holders of Class A Common Stock, the holder of each issued and outstanding share of Class A Common Stock being entitled to one vote in person or by proxy for each such share, on all matters requiring the vote of shareholders, and the holders of Class B Common Stock shall not be entitled by reason of their holdings thereof to any voice or vote in the management or affairs of the corporation. Notwithstanding the foregoing, the holders of Class B Common Stock at any time issued and outstanding shall be entitled, as a class, (i) to elect, at each meeting of shareholders at which directors are elected, one member of the Board of Directors of the corporation but shall not be entitled to vote upon the election of the
|
c.
|
Conversion. Any record holder of shares of Class A Common Stock shall be entitled, at any time or from time to time, to convert any or all of such shares held by such holder into the same number of shares of Class B Common Stock. A record holder desiring to effect the conversion of shares of Class A Common Stock into shares of Class B Common stock shall furnish the corporation with (i) a signed written notice of the intended conversion, stating that such record holder desires to convert such shares of Class A Common Stock into the same number of shares of Class B Common Stock and requesting that the corporation issue all of such shares of Class B Common Stock to such holder, and (ii) the certificate or certificates representing the shares of Class A Common Stock to be converted, in proper form for transfer. All Class A Common Stock surrendered for conversion hereunder shall be canceled and retired permanently and shall not be reissued.
|
d.
|
Dissolution. The Class A Common Stock and Class B Common Stock shall participate equally per share in all distributions of assets of the corporation upon voluntary or involuntary dissolution.
|
e.
|
Elimination of the Foregoing Provisions. If, at any time, the number of issued and outstanding shares of Class A Common Stock shall constitute less than 15% of the aggregate number of shares of Class A Common Stock and Class B Common Stock then issued and outstanding or the corporation shall not have paid any dividends on the Class B Common Stock for a period of thirty-six consecutive calendar months, then thereupon, all of the rights, preferences, limitations and restrictions set forth in this Section 3 relating to Class B Common Stock shall become the same as the rights, preferences, limitations and restrictions of the Class A Common Stock provided for herein, without any further action on the part of the corporation or its shareholders, and all distinctions between Class A Common Stock and Class B Common Stock shall thereupon and thereby be eliminated, so that all shares of Class B Common Stock shall be equal to shares of Class A Common Stock with respect to all matters, including without limitation, dividend payments and voting rights and all holders of shares of Class A Common Stock and Class B Common Stock shall vote as a single class (except as otherwise required by applicable law) on all matters submitted to a vote of the shareholders of the corporation; provided, however, the right and power to convert any shares of Class A Common Stock into shares of Class B Common Stock shall continue and, upon written request from the corporation to all holders of Class A Common Stock, such holders shall promptly take such steps as shall be necessary to convert the shares of Class A Common Stock held by such holders into shares of Class B Common Stock.
|
a.
|
The corporate seal of this corporation shall be circular in form and shall have around the circumference in raised letters and words "Kimball International, Inc.," and in other respects shall be in such form and device as the Board of Directors may determine. The directors may change the form, device and inscription of the seal at pleasure.
|
b.
|
The shares of this corporation may be issued by the corporation for such amount of consideration as may be fixed from time to time by the Board of Directors.
|
c.
|
Meetings of the shareholders of the corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
|
d.
|
Meetings of the directors of the corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
|
e.
|
The Board of Directors of the corporation shall have power, without the assent or vote of the shareholders, to make, alter, amend or repeal the Code of By-Laws of the corporation, but the affirmative vote of a majority of the members of the Board of Directors for the time being shall be necessary to effect any alteration, amendment or repeal.
|
f.
|
The corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by the provisions of the Corporation Law, or any other pertinent enactment of the General Assembly of the State of Indiana; and all rights and powers conferred hereby on shareholders, directors and/or officers are subject to this reserved power.
|
g.
|
No contract or other transaction between this corporation and any one or more members of the Board of Directors, or between this corporation and another corporation, firm, partnership, joint venture, trust or other enterprise of which any one or more such interested members are directors, officers, shareholders, partners, members, employees or agents or in which any one or more such interested members are financially interested, shall be void or voidable because of such relationship or interest or because such interested member or members are present at the meeting of the Board of Directors at which such contract or transaction is authorized or approved or because such interested member's or members' votes are counted for such purposes, if (1) the fact of such relationship or interest is disclosed or known to the disinterested members of the Board of Directors who authorize, approve or ratify such contract or transaction by a vote or consent sufficient for the purpose without counting the votes of such interested member or members of the Board of Directors, or (2) the fact of such relationship or interest is disclosed or known to the holders of shares of this corporation and such holders authorize, approve or ratify such contract or transaction by a vote or consent sufficient for the purpose, or (3) such contract or transaction is fair and reasonable insofar as this corporation is concerned. Such interested member or members of the Board of Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors at which such contract or transaction is authorized, approved or ratified. This
|
h.
|
It is intended that this corporation may acquire and own wasting assets or property having a limited life. The depletion of such assets by sale, lapse of time or otherwise need not be deducted in the computation of surplus available for dividends.
|
i.
|
Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action the written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kimball International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 2, 2017
|
|
|
|
/s/ ROBERT F. SCHNEIDER
|
|
|
ROBERT F. SCHNEIDER
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Kimball International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 2, 2017
|
|
|
|
/s/ MICHELLE R. SCHROEDER
|
|
|
MICHELLE R. SCHROEDER
Vice President,
Chief Financial Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 2, 2017
|
|
|
|
/s/ ROBERT F. SCHNEIDER
|
|
|
ROBERT F. SCHNEIDER
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 2, 2017
|
|
|
|
/s/ MICHELLE R. SCHROEDER
|
|
|
MICHELLE R. SCHROEDER
Vice President,
Chief Financial Officer
|