KIMBALL INTERNATIONAL, INC.
|
(Exact name of registrant as specified in its charter)
|
Indiana
|
|
35-0514506
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(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)
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(812) 482-1600
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Registrant’s telephone number, including area code
|
Not Applicable
|
Former name, former address and former fiscal year, if changed since last report
|
|
Page No.
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|
PART I FINANCIAL INFORMATION
|
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PART II OTHER INFORMATION
|
|
||
|
|
|
|
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||
|
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||
|
|
|
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|
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(Unaudited)
|
|
|
|
|||
|
September 30,
2018 |
|
June 30,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
42,643
|
|
|
$
|
52,663
|
|
Short-term investments
|
41,359
|
|
|
34,607
|
|
||
Receivables, net of allowances of $1,637 and $1,317, respectively
|
59,862
|
|
|
62,276
|
|
||
Inventories
|
42,125
|
|
|
39,509
|
|
||
Prepaid expenses and other current assets
|
13,716
|
|
|
18,523
|
|
||
Assets held for sale
|
281
|
|
|
281
|
|
||
Total current assets
|
199,986
|
|
|
207,859
|
|
||
Property and Equipment, net of accumulated depreciation of $179,652 and $180,059, respectively
|
85,188
|
|
|
84,487
|
|
||
Goodwill
|
8,824
|
|
|
8,824
|
|
||
Other Intangible Assets, net of accumulated amortization of $37,215 and $36,757, respectively
|
12,325
|
|
|
12,607
|
|
||
Deferred Tax Assets
|
6,393
|
|
|
4,916
|
|
||
Other Assets
|
12,892
|
|
|
12,767
|
|
||
Total Assets
|
$
|
325,608
|
|
|
$
|
331,460
|
|
|
|
|
|
||||
LIABILITIES AND SHAREOWNERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
25
|
|
|
$
|
23
|
|
Accounts payable
|
46,667
|
|
|
48,214
|
|
||
Customer deposits
|
25,536
|
|
|
21,253
|
|
||
Dividends payable
|
3,062
|
|
|
2,662
|
|
||
Accrued expenses
|
35,903
|
|
|
50,586
|
|
||
Total current liabilities
|
111,193
|
|
|
122,738
|
|
||
Other Liabilities:
|
|
|
|
||||
Long-term debt, less current maturities
|
136
|
|
|
161
|
|
||
Other
|
15,595
|
|
|
15,537
|
|
||
Total other liabilities
|
15,731
|
|
|
15,698
|
|
||
Shareowners’ Equity:
|
|
|
|
||||
Common stock-par value $0.05 per share:
|
|
|
|
||||
Class A - Shares authorized: 50,000,000
Shares issued: 264,000 for both periods
|
13
|
|
|
13
|
|
||
Class B - Shares authorized: 100,000,000
Shares issued: 42,761,000 for both periods
|
2,138
|
|
|
2,138
|
|
||
Additional paid-in capital
|
1,431
|
|
|
1,881
|
|
||
Retained earnings
|
257,825
|
|
|
249,945
|
|
||
Accumulated other comprehensive income
|
1,788
|
|
|
1,816
|
|
||
Less: Treasury stock, at cost, 5,977,000 shares and 5,901,000 shares, respectively
|
(64,511
|
)
|
|
(62,769
|
)
|
||
Total Shareowners’ Equity
|
198,684
|
|
|
193,024
|
|
||
Total Liabilities and Shareowners’ Equity
|
$
|
325,608
|
|
|
$
|
331,460
|
|
|
(Unaudited)
|
||||||
|
Three Months Ended
|
||||||
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
Net Sales
|
$
|
194,123
|
|
|
$
|
175,360
|
|
Cost of Sales
|
128,250
|
|
|
111,353
|
|
||
Gross Profit
|
65,873
|
|
|
64,007
|
|
||
Selling and Administrative Expenses
|
52,179
|
|
|
48,050
|
|
||
Operating Income
|
13,694
|
|
|
15,957
|
|
||
Other Income (Expense):
|
|
|
|
||||
Interest income
|
419
|
|
|
234
|
|
||
Interest expense
|
(50
|
)
|
|
(31
|
)
|
||
Non-operating income (expense), net
|
327
|
|
|
286
|
|
||
Other income (expense), net
|
696
|
|
|
489
|
|
||
Income Before Taxes on Income
|
14,390
|
|
|
16,446
|
|
||
Provision for Income Taxes
|
3,514
|
|
|
5,489
|
|
||
Net Income
|
$
|
10,876
|
|
|
$
|
10,957
|
|
|
|
|
|
||||
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
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
|
|
|
||||
Class A and B Common Stock:
|
|
|
|
||||
Average Number of Shares Outstanding - Basic
|
37,109
|
|
|
37,428
|
|
||
Average Number of Shares Outstanding - Diluted
|
37,392
|
|
|
37,733
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||||||||||
(Unaudited)
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
||||||||||||
Net income
|
|
|
|
|
$
|
10,876
|
|
|
|
|
|
|
$
|
10,957
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale securities
|
$
|
(26
|
)
|
|
$
|
7
|
|
|
$
|
(19
|
)
|
|
$
|
14
|
|
|
$
|
(5
|
)
|
|
$
|
9
|
|
Postemployment severance actuarial change
|
80
|
|
|
(20
|
)
|
|
60
|
|
|
267
|
|
|
(104
|
)
|
|
163
|
|
||||||
Derivative gain (loss)
|
(9
|
)
|
|
2
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification to (earnings) loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
16
|
|
|
(4
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of actuarial change
|
(99
|
)
|
|
25
|
|
|
(74
|
)
|
|
(67
|
)
|
|
26
|
|
|
(41
|
)
|
||||||
Other comprehensive income (loss)
|
$
|
(38
|
)
|
|
$
|
10
|
|
|
$
|
(28
|
)
|
|
$
|
214
|
|
|
$
|
(83
|
)
|
|
$
|
131
|
|
Total comprehensive income
|
|
|
|
|
$
|
10,848
|
|
|
|
|
|
|
$
|
11,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
||||||
|
Three Months Ended
|
||||||
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
10,876
|
|
|
$
|
10,957
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|||||
Depreciation and amortization
|
4,107
|
|
|
3,668
|
|
||
Gain on sales of assets
|
(1,128
|
)
|
|
(436
|
)
|
||
Deferred income tax and other deferred charges
|
(1,456
|
)
|
|
(1,976
|
)
|
||
Stock-based compensation
|
1,945
|
|
|
1,536
|
|
||
Other, net
|
(867
|
)
|
|
(100
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
2,414
|
|
|
(400
|
)
|
||
Inventories
|
(2,616
|
)
|
|
(3,258
|
)
|
||
Prepaid expenses and other current assets
|
4,341
|
|
|
480
|
|
||
Accounts payable
|
(556
|
)
|
|
2,794
|
|
||
Customer deposits
|
4,283
|
|
|
563
|
|
||
Accrued expenses
|
(14,222
|
)
|
|
(6,803
|
)
|
||
Net cash provided by operating activities
|
7,121
|
|
|
7,025
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(4,531
|
)
|
|
(6,408
|
)
|
||
Proceeds from sales of assets
|
1,196
|
|
|
5,405
|
|
||
Purchases of capitalized software
|
(193
|
)
|
|
(187
|
)
|
||
Purchases of available-for-sale securities
|
(16,842
|
)
|
|
(6,991
|
)
|
||
Maturities of available-for-sale securities
|
9,963
|
|
|
8,977
|
|
||
Other, net
|
26
|
|
|
(69
|
)
|
||
Net cash (used for) provided by investing activities
|
(10,381
|
)
|
|
727
|
|
||
Cash Flows From Financing Activities:
|
|
|
|
||||
Net change in capital leases and long-term debt
|
(23
|
)
|
|
1
|
|
||
Dividends paid to shareowners
|
(2,595
|
)
|
|
(2,234
|
)
|
||
Repurchases of Common Stock
|
(3,300
|
)
|
|
(1,746
|
)
|
||
Repurchase of employee shares for tax withholding
|
(840
|
)
|
|
(2,426
|
)
|
||
Net cash used for financing activities
|
(6,758
|
)
|
|
(6,405
|
)
|
||
Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash
(1)
|
(10,018
|
)
|
|
1,347
|
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
(1)
|
53,321
|
|
|
63,088
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period
(1)
|
$
|
43,303
|
|
|
$
|
64,435
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Income taxes
|
$
|
24
|
|
|
$
|
938
|
|
Interest expense
|
$
|
40
|
|
|
$
|
31
|
|
(Amounts in Thousands)
|
September 30,
2018 |
|
June 30,
2018 |
|
September 30,
2017 |
|
June 30,
2017 |
||||||||
Cash and Cash Equivalents
|
$
|
42,643
|
|
|
$
|
52,663
|
|
|
$
|
64,250
|
|
|
$
|
62,882
|
|
Restricted cash included in Other Assets
|
660
|
|
|
658
|
|
|
185
|
|
|
206
|
|
||||
Total Cash, Cash Equivalents, and Restricted Cash at end of period
|
$
|
43,303
|
|
|
$
|
53,321
|
|
|
$
|
64,435
|
|
|
$
|
63,088
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Total Shareowners’ Equity
|
||||||||||||||||
Three months ended September 30, 2018
|
Class A
|
|
Class B
|
|
|||||||||||||||||||||||
Amounts at June 30, 2018
|
$
|
13
|
|
|
$
|
2,138
|
|
|
$
|
1,881
|
|
|
$
|
249,945
|
|
|
$
|
1,816
|
|
|
$
|
(62,769
|
)
|
|
$
|
193,024
|
|
Net income
|
|
|
|
|
|
|
10,876
|
|
|
|
|
|
|
10,876
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(28
|
)
|
|
|
|
(28
|
)
|
||||||||||||
Issuance of non-restricted stock (12,000 shares)
|
|
|
|
|
(163
|
)
|
|
|
|
|
|
151
|
|
|
(12
|
)
|
|||||||||||
Compensation expense related to stock incentive plans
|
|
|
|
|
1,945
|
|
|
|
|
|
|
|
|
1,945
|
|
||||||||||||
Performance share issuance (81,000 shares)
|
|
|
|
|
(1,709
|
)
|
|
|
|
|
|
1,057
|
|
|
(652
|
)
|
|||||||||||
Relative total shareholder return performance units issuance (27,000 shares)
|
|
|
|
|
(523
|
)
|
|
|
|
|
|
350
|
|
|
(173
|
)
|
|||||||||||
Repurchase of Common Stock (196,000 shares)
|
|
|
|
|
|
|
|
|
|
|
(3,300
|
)
|
|
(3,300
|
)
|
||||||||||||
Dividends declared ($0.08 per share)
|
|
|
|
|
|
|
(2,996
|
)
|
|
|
|
|
|
(2,996
|
)
|
||||||||||||
Amounts at September 30, 2018
|
$
|
13
|
|
|
$
|
2,138
|
|
|
$
|
1,431
|
|
|
$
|
257,825
|
|
|
$
|
1,788
|
|
|
$
|
(64,511
|
)
|
|
$
|
198,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Three months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amounts at June 30, 2017
|
$
|
14
|
|
|
$
|
2,137
|
|
|
$
|
2,971
|
|
|
$
|
230,763
|
|
|
$
|
1,115
|
|
|
$
|
(60,796
|
)
|
|
$
|
176,204
|
|
Net income
|
|
|
|
|
|
|
10,957
|
|
|
|
|
|
|
10,957
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
131
|
|
|
|
|
131
|
|
||||||||||||
Issuance of non-restricted stock (10,000 shares)
|
|
|
|
|
(251
|
)
|
|
|
|
|
|
253
|
|
|
2
|
|
|||||||||||
Compensation expense related to stock incentive plans
|
|
|
|
|
1,536
|
|
|
|
|
|
|
|
|
1,536
|
|
||||||||||||
Performance share issuance (226,000 shares)
|
|
|
|
|
(2,261
|
)
|
|
(4,463
|
)
|
|
|
|
4,622
|
|
|
(2,102
|
)
|
||||||||||
Relative total shareholder return performance units issuance (38,000 shares)
|
|
|
|
|
(1,283
|
)
|
|
|
|
|
|
957
|
|
|
(326
|
)
|
|||||||||||
Repurchase of Common Stock (105,000 shares)
|
|
|
|
|
|
|
|
|
|
|
(1,746
|
)
|
|
(1,746
|
)
|
||||||||||||
Dividends declared ($0.07 per share)
|
|
|
|
|
|
|
(2,641
|
)
|
|
|
|
|
|
(2,641
|
)
|
||||||||||||
Amounts at September 30, 2017
|
$
|
14
|
|
|
$
|
2,137
|
|
|
$
|
712
|
|
|
$
|
234,616
|
|
|
$
|
1,246
|
|
|
$
|
(56,710
|
)
|
|
$
|
182,015
|
|
|
September 30, 2018
|
|
June 30, 2018
|
||||||||||||||||||||
(Amounts in Thousands)
|
Cost
|
|
Accumulated
Amortization
|
|
Net Value
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net Value
|
||||||||||||
Capitalized Software
|
$
|
38,658
|
|
|
$
|
36,134
|
|
|
$
|
2,524
|
|
|
$
|
38,482
|
|
|
$
|
35,922
|
|
|
$
|
2,560
|
|
Product Rights
|
162
|
|
|
162
|
|
|
—
|
|
|
162
|
|
|
162
|
|
|
—
|
|
||||||
Customer Relationships
|
7,050
|
|
|
574
|
|
|
6,476
|
|
|
7,050
|
|
|
422
|
|
|
6,628
|
|
||||||
Trade Names
|
3,570
|
|
|
327
|
|
|
3,243
|
|
|
3,570
|
|
|
238
|
|
|
3,332
|
|
||||||
Non-Compete Agreements
|
100
|
|
|
18
|
|
|
82
|
|
|
100
|
|
|
13
|
|
|
87
|
|
||||||
Other Intangible Assets
|
$
|
49,540
|
|
|
$
|
37,215
|
|
|
$
|
12,325
|
|
|
$
|
49,364
|
|
|
$
|
36,757
|
|
|
$
|
12,607
|
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2018
|
|
2017
|
||||
Gain on Supplemental Employee Retirement Plan Investments
|
$
|
371
|
|
|
$
|
351
|
|
Other
|
(44
|
)
|
|
(65
|
)
|
||
Non-operating income, net
|
$
|
327
|
|
|
$
|
286
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30
|
||||||
(Amounts in Millions)
|
|
2018
|
|
2017
|
||||
Commercial
|
|
$
|
56.6
|
|
|
$
|
52.3
|
|
Education
|
|
34.6
|
|
|
31.7
|
|
||
Finance
|
|
18.2
|
|
|
13.2
|
|
||
Government
|
|
17.1
|
|
|
27.5
|
|
||
Healthcare
|
|
24.4
|
|
|
20.4
|
|
||
Hospitality
|
|
43.2
|
|
|
30.3
|
|
||
Total Net Sales
|
|
$
|
194.1
|
|
|
$
|
175.4
|
|
(Amounts in Millions)
|
Customer Deposits
|
||
Balance as of June 30, 2018
|
$
|
21.3
|
|
Increases due to deposits received, net of other adjustments
|
30.2
|
|
|
Revenue recognized
|
(26.0
|
)
|
|
Balance as of September 30, 2018
|
$
|
25.5
|
|
(Amounts in Thousands)
|
September 30, 2018
|
|
June 30,
2018 |
||||
Finished products
|
$
|
26,345
|
|
|
$
|
23,756
|
|
Work-in-process
|
1,286
|
|
|
1,378
|
|
||
Raw materials
|
30,183
|
|
|
29,158
|
|
||
Total FIFO inventory
|
57,814
|
|
|
54,292
|
|
||
LIFO reserve, net
|
(15,689
|
)
|
|
(14,783
|
)
|
||
Total inventory
|
$
|
42,125
|
|
|
$
|
39,509
|
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
|
|
||||||||
(Amounts in Thousands)
|
|
Unrealized Investment Gain (Loss)
|
|
Postemployment Benefits Net Actuarial Gain (Loss)
|
|
Derivative Gain (Loss)
|
|
Accumulated Other Comprehensive Income
|
||||||||
Balance at June 30, 2018
|
|
$
|
(31
|
)
|
|
$
|
1,854
|
|
|
$
|
(7
|
)
|
|
$
|
1,816
|
|
Other comprehensive income (loss) before reclassifications
|
|
(19
|
)
|
|
60
|
|
|
(7
|
)
|
|
34
|
|
||||
Reclassification to (earnings) loss
|
|
—
|
|
|
(74
|
)
|
|
12
|
|
|
(62
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(19
|
)
|
|
(14
|
)
|
|
5
|
|
|
(28
|
)
|
||||
Balance at September 30, 2018
|
|
$
|
(50
|
)
|
|
$
|
1,840
|
|
|
$
|
(2
|
)
|
|
$
|
1,788
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
|
|
|
|
|
Reclassifications from Accumulated Other Comprehensive Income
|
|
Three Months Ended
|
|
Affected Line Item in the Condensed Consolidated Statements of Income
|
||||||
|
September 30,
|
|
||||||||
(Amounts in Thousands)
|
|
2018
|
|
2017
|
|
|||||
Derivative Gain (Loss)
(1)
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
Non-operating income (expense), net
|
|
|
4
|
|
|
—
|
|
|
Benefit (Provision) for Income Taxes
|
||
|
|
$
|
(12
|
)
|
|
$
|
—
|
|
|
Net Income
|
|
|
|
|
|
|
|
||||
Postemployment Benefits amortization of actuarial gain
(2)
|
|
$
|
—
|
|
|
$
|
44
|
|
|
Cost of Sales
|
|
|
—
|
|
|
23
|
|
|
Selling and Administrative Expenses
|
||
|
|
99
|
|
|
—
|
|
|
Non-operating income (expense), net
|
||
|
|
(25
|
)
|
|
(26
|
)
|
|
Benefit (Provision) for Income Taxes
|
||
|
|
74
|
|
|
41
|
|
|
Net Income
|
||
|
|
|
|
|
|
|
||||
Total Reclassifications for the Period
|
|
$
|
62
|
|
|
$
|
41
|
|
|
Net Income
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2018
|
|
2017
|
||||
Product Warranty Liability at the beginning of the period
|
$
|
2,294
|
|
|
$
|
1,992
|
|
Additions to warranty accrual (including changes in estimates)
|
343
|
|
|
313
|
|
||
Settlements made (in cash or in kind)
|
(318
|
)
|
|
(146
|
)
|
||
Product Warranty Liability at the end of the period
|
$
|
2,319
|
|
|
$
|
2,159
|
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands, Except for Per Share Data)
|
2018
|
|
2017
|
||||
Net Income
|
$
|
10,876
|
|
|
$
|
10,957
|
|
|
|
|
|
||||
Average Shares Outstanding for Basic EPS Calculation
|
37,109
|
|
|
37,428
|
|
||
Dilutive Effect of Average Outstanding Compensation Awards
|
283
|
|
|
305
|
|
||
Average Shares Outstanding for Diluted EPS Calculation
|
37,392
|
|
|
37,733
|
|
||
|
|
|
|
||||
Basic Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
Diluted Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
•
|
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: U.S. Treasury and federal agencies
|
|
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, if any, as well as positive and negative qualitative evidence, in the assessment of fair value.
|
Derivative Liability: Foreign exchange contracts
|
|
2
|
|
Market - Based on observable market inputs using standard calculations, such as time value, forward interest rate yield curves, and current spot rates adjusted for Kimball International's non-performance risk.
|
Contingent earn-out liability
|
|
3
|
|
Income - Based on a valuation model that measures the present value of the probable cash payments based upon the forecasted operating performance of the acquisition and a discount rate that captures the risk associated with the liability.
|
(Amounts in Thousands)
|
September 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents: Money market funds
|
$
|
15,260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,260
|
|
Cash equivalents: Commercial paper
|
—
|
|
|
24,048
|
|
|
—
|
|
|
24,048
|
|
||||
Available-for-sale securities: Secondary market certificates of deposit
|
—
|
|
|
12,599
|
|
|
—
|
|
|
12,599
|
|
||||
Available-for-sale securities: Municipal bonds
|
—
|
|
|
11,313
|
|
|
—
|
|
|
11,313
|
|
||||
Available-for-sale securities: U.S. Treasury and federal agencies
|
—
|
|
|
17,447
|
|
|
—
|
|
|
17,447
|
|
||||
Trading Securities: Mutual funds in nonqualified SERP
|
12,500
|
|
|
—
|
|
|
—
|
|
|
12,500
|
|
||||
Derivatives: Stock warrants
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
||||
Total assets at fair value
|
$
|
27,760
|
|
|
$
|
65,407
|
|
|
$
|
1,500
|
|
|
$
|
94,667
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives: Foreign exchange contracts
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Contingent earn-out liability
|
—
|
|
|
—
|
|
|
655
|
|
|
655
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
655
|
|
|
$
|
658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Amounts in Thousands)
|
June 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents: Money market funds
|
$
|
24,407
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,407
|
|
Cash equivalents: Commercial paper
|
—
|
|
|
25,918
|
|
|
—
|
|
|
25,918
|
|
||||
Available-for-sale securities: Secondary market certificates of deposit
|
—
|
|
|
11,850
|
|
|
—
|
|
|
11,850
|
|
||||
Available-for-sale securities: Municipal bonds
|
—
|
|
|
16,508
|
|
|
—
|
|
|
16,508
|
|
||||
Available-for-sale securities: U.S. Treasury and federal agencies
|
—
|
|
|
6,249
|
|
|
—
|
|
|
6,249
|
|
||||
Trading Securities: Mutual funds in nonqualified SERP
|
12,114
|
|
|
—
|
|
|
—
|
|
|
12,114
|
|
||||
Derivatives: Stock warrants
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
||||
Total assets at fair value
|
$
|
36,521
|
|
|
$
|
60,525
|
|
|
$
|
1,500
|
|
|
$
|
98,546
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives: Foreign exchange contracts
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Contingent earn-out liability
|
—
|
|
|
—
|
|
|
1,056
|
|
|
1,056
|
|
||||
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
1,056
|
|
|
$
|
1,066
|
|
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.
|
Equity securities without readily determinable fair value
|
|
3
|
|
Cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Impairment is assessed qualitatively.
|
|
September 30, 2018
|
||||||||||
(Amounts in Thousands)
|
Certificates of Deposit
|
|
Municipal Bonds
|
|
U.S. Treasury and Federal Agencies
|
||||||
Within one year
|
$
|
9,521
|
|
|
$
|
10,404
|
|
|
$
|
10,031
|
|
After one year through two years
|
3,078
|
|
|
909
|
|
|
7,416
|
|
|||
Total Fair Value
|
$
|
12,599
|
|
|
$
|
11,313
|
|
|
$
|
17,447
|
|
|
September 30, 2018
|
||||||||||
(Amounts in Thousands)
|
Certificates of Deposit
|
|
Municipal Bonds
|
|
U.S. Treasury and Federal Agencies
|
||||||
Amortized cost basis
|
$
|
12,599
|
|
|
$
|
11,338
|
|
|
$
|
17,489
|
|
Unrealized holding gains
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding losses
|
—
|
|
|
(25
|
)
|
|
(42
|
)
|
|||
Fair Value
|
$
|
12,599
|
|
|
$
|
11,313
|
|
|
$
|
17,447
|
|
|
|
|
|
|
|
||||||
|
June 30, 2018
|
||||||||||
(Amounts in Thousands)
|
Certificates of Deposit
|
|
Municipal Bonds
|
|
U.S. Treasury and Federal Agencies
|
||||||
Amortized cost basis
|
$
|
11,850
|
|
|
$
|
16,532
|
|
|
$
|
6,266
|
|
Unrealized holding gains
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding losses
|
—
|
|
|
(24
|
)
|
|
(17
|
)
|
|||
Fair Value
|
$
|
11,850
|
|
|
$
|
16,508
|
|
|
$
|
6,249
|
|
(Amounts in Thousands)
|
September 30,
2018 |
|
June 30,
2018 |
||||
SERP investments - current asset
|
$
|
3,402
|
|
|
$
|
3,868
|
|
SERP investments - other long-term asset
|
9,098
|
|
|
8,246
|
|
||
Total SERP investments
|
$
|
12,500
|
|
|
$
|
12,114
|
|
|
|
|
|
||||
SERP obligation - current liability
|
$
|
3,402
|
|
|
$
|
3,868
|
|
SERP obligation - other long-term liability
|
9,098
|
|
|
8,246
|
|
||
Total SERP obligation
|
$
|
12,500
|
|
|
$
|
12,114
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2018
|
|
2017
|
||||
Service cost
|
$
|
127
|
|
|
$
|
135
|
|
Interest cost
|
23
|
|
|
21
|
|
||
Amortization of actuarial income
|
(99
|
)
|
|
(67
|
)
|
||
Net periodic benefit cost
|
$
|
51
|
|
|
$
|
89
|
|
Type of Award
|
|
Quarter Awarded
|
|
Shares or Units
|
|
Grant Date Fair Value
(5)
|
|||
Annual Performance Shares
(1)
|
|
1st Quarter
|
|
34,176
|
|
|
|
$16.12
|
|
Relative Total Shareholder Return
Awards
(2)
|
|
1st Quarter
|
|
9,703
|
|
|
|
$21.16
|
|
Restricted Stock Units
(3)
|
|
1st Quarter
|
|
170,686
|
|
|
$15.99 - $16.39
|
|
|
Unrestricted Shares
(4)
|
|
1st Quarter
|
|
12,318
|
|
|
|
$16.39
|
|
|
As of September 30, 2018
|
|
As of June 30, 2018
|
||||||||||||||||||||
(Amounts in Thousands)
|
Unpaid Balance
|
|
Related Allowance
|
|
Receivable Net of Allowance
|
|
Unpaid Balance
|
|
Related Allowance
|
|
Receivable Net of Allowance
|
||||||||||||
Independent Dealership Financing
|
$
|
822
|
|
|
$
|
88
|
|
|
$
|
734
|
|
|
$
|
666
|
|
|
$
|
50
|
|
|
$
|
616
|
|
Other Notes Receivable
|
178
|
|
|
178
|
|
|
—
|
|
|
183
|
|
|
183
|
|
|
—
|
|
||||||
Total
|
$
|
1,000
|
|
|
$
|
266
|
|
|
$
|
734
|
|
|
$
|
849
|
|
|
$
|
233
|
|
|
$
|
616
|
|
•
|
On October 23, 2018, the Board of Directors (“Board”) appointed Kristine L. Juster as the Chief Executive Officer of the Company effective November 1, 2018 to succeed Robert F. Schneider who retired as Chief Executive Officer and Chairman of the Board on October 31, 2018, as previously announced. Ms. Juster served as an independent member of the Board since April 2016 and was a member of the Audit Committee. Ms. Juster, age 55, served for over 20 years as a Global Executive at Newell Brands, Inc., a leading global consumer goods and commercial products company (“Newell”), until her retirement in April 2018. During her tenure at Newell, Ms. Juster served as President of the Global Writing Segment from May 2014 until her retirement in April 2018, as President of Newell’s Baby and Parent Segment from November 2011 to April 2014, and in other roles of increasing responsibility since joining Newell in 1995, including serving as President of Newell’s Home Décor Segment and President of Newell’s Culinary Lifestyles Segment. Throughout her career, Ms. Juster has driven significant growth for the businesses she has led through brand innovation, distribution channel expansion including e-commerce, and a global mindset. Ms. Juster has a proven track record of scaling growth strategies, while preserving the core values that are critical to the long-term sustainability of a business.
|
•
|
On November 6, 2017, we successfully completed the acquisition of certain assets of D’style, Inc. (“D’style”) and all of the capital stock of Diseños de Estilo S.A. de C.V., which have administrative and sales offices and warehousing in Chula Vista, California and a manufacturing location in Tijuana, Mexico. The acquisition expands our hospitality offerings beyond guest rooms to public spaces and provides new mixed material manufacturing capabilities. See
Note 3 - Acquisition
in the Notes to Condensed Consolidated Financial Statements for additional information.
|
•
|
On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. The Tax Act reduced federal corporate income tax rates effective January 1, 2018 and changed numerous other provisions. Because Kimball International has a June 30 fiscal year-end, the lower corporate income tax rate was phased in, resulting in a U.S. statutory federal tax rate of 28.1% for our fiscal year ending June 30, 2018. The statutory federal tax rate is 21% for our fiscal year 2019 and subsequent years. The changes included in the Tax Act are broad and complex. We expect the lower statutory tax rate to generate significantly lower tax expense, which will be partially offset by the loss of the deductibility of certain expenses.
|
•
|
The impact of higher commodity prices is expected to intensify as pricing pressure from our vendors increases, and we are also exposed to fluctuation in transportation costs which vary based upon freight carrier capacity and fuel prices. We utilize both steel and aluminum in our products, most of which is sourced domestically. The U.S. imposed tariffs of 25% on steel and 10% on aluminum imported from several countries effective June 2018. The government also recently expanded its list of products subject to tariffs to include furniture products, parts, and components at a 10% rate effective September 2018, and increasing to a 25% rate effective January 2019. The U.S. government continues to assess the ongoing need for tariffs, but if there are no further changes or exclusions from tariff regulations the landed cost of our products could increase materially, which would reduce our net income if we are unable to mitigate the additional cost. We are actively striving to offset increases in the cost of these materials through supplier negotiations, global sourcing initiatives, product re-engineering and parts standardization, and price increases on our products. We are monitoring this situation, but because the scope and duration of these trade actions remains uncertain and continues to evolve, at this time we are uncertain of the potential impact that these tariffs may have on our future results of operations. Transportation costs are managed by optimizing logistics and supply chain planning, and increasing prices on our products. Our National brand recently announced a price increase which will be effective on November 1, 2018, while our Kimball brand implemented a price increase effective on July 2, 2018.
|
•
|
On November 2, 2018, we received notification from the U.S. General Services Administration Office of Inspector General (“GSA OIG”) in response to our self-reporting in 2016 of subcontractor reporting noncompliance and inaccuracies. The GSA OIG Contractor Reporting Program reviewed the information we provided and has stated that, based on current information, it does not anticipate taking any further action on this matter at this time.
|
•
|
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 impacts 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.
|
•
|
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
$112.6 million
at
September 30, 2018
.
|
|
At or for the
Three Months Ended
|
|
|
|||||||
|
September 30
|
|
|
|||||||
(Amounts in Millions)
|
2018
|
|
2017
|
|
% Change
|
|||||
Net Sales
|
$
|
194.1
|
|
|
$
|
175.4
|
|
|
11
|
%
|
Gross Profit
|
65.9
|
|
|
64.0
|
|
|
3
|
%
|
||
Selling and Administrative Expenses
|
52.2
|
|
|
48.1
|
|
|
9
|
%
|
||
Operating Income
|
13.7
|
|
|
16.0
|
|
|
(14
|
%)
|
||
Operating Income %
|
7.1
|
%
|
|
9.1
|
%
|
|
|
|
||
Adjusted Operating Income *
|
$
|
14.7
|
|
|
$
|
16.0
|
|
|
(8
|
%)
|
Adjusted Operating Income % *
|
7.6
|
%
|
|
9.1
|
%
|
|
|
|||
Net Income
|
$
|
10.9
|
|
|
$
|
11.0
|
|
|
(1
|
%)
|
Adjusted Net Income *
|
11.7
|
|
|
11.0
|
|
|
6
|
%
|
||
Diluted Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
|
|
|
Adjusted Diluted Earnings Per Share *
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
|
|
Open Orders
|
$
|
151.8
|
|
|
$
|
123.5
|
|
|
23
|
%
|
•
|
Increased hospitality vertical market sales were primarily driven by higher organic custom and non-custom sales while the acquisition of the D’style business also contributed to the sales increase.
|
•
|
Our sales to the finance vertical market increased as large financial institutions continue to update their office environments.
|
•
|
Sales to the healthcare vertical market increased as we have pursued opportunities in this marketplace by aligning our resources to focus on key targeted projects.
|
•
|
Our sales to the education vertical market increased as the timing of the normal education buying season was delayed as education institutions first focused on safety and security items thereby deferring sales into our first quarter.
|
•
|
Commercial vertical market sales increased as strategic relationships are developing.
|
•
|
Government vertical market sales declined primarily due to decreased federal government sales as we shipped fewer large projects in the current year.
|
•
|
Each of our vertical market sales levels can fluctuate depending on the mix of projects in a given period.
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
(Amounts in Thousands)
|
2018
|
|
2017
|
||||
Interest Income
|
$
|
419
|
|
|
$
|
234
|
|
Interest Expense
|
(50
|
)
|
|
(31
|
)
|
||
Gain on Supplemental Employee Retirement Plan Investments
|
371
|
|
|
351
|
|
||
Other
|
(44
|
)
|
|
(65
|
)
|
||
Other Income (Expense), net
|
$
|
696
|
|
|
$
|
489
|
|
|
|
Three Months Ended
|
||||||
|
|
September 30
|
||||||
(Amounts in thousands)
|
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
|
$
|
7,121
|
|
|
$
|
7,025
|
|
Net cash (used for) provided by investing activities
|
|
$
|
(10,381
|
)
|
|
$
|
727
|
|
Net cash used for financing activities
|
|
$
|
(6,758
|
)
|
|
$
|
(6,405
|
)
|
|
|
At or For the Period Ended
|
|
Limit As Specified in
|
|
|
|||
Covenant
|
|
September 30, 2018
|
|
Credit Agreement
|
|
Excess
|
|||
Adjusted Leverage Ratio
|
|
(0.40
|
)
|
|
3.00
|
|
|
3.40
|
|
Fixed Charge Coverage Ratio
|
|
125.98
|
|
|
1.10
|
|
|
124.88
|
|
Reconciliation of Non-GAAP Financial Measures and Other Key Performance Indicators
|
|
|
|
||||
(Amounts in Thousands, Except for Per Share Data)
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
Operating Income
|
$
|
13,694
|
|
|
$
|
15,957
|
|
Pre-tax CEO Transition Costs
|
1,055
|
|
|
—
|
|
||
Adjusted Operating Income
|
$
|
14,749
|
|
|
$
|
15,957
|
|
Net Sales
|
$
|
194,123
|
|
|
$
|
175,360
|
|
Adjusted Operating Income %
|
7.6
|
%
|
|
9.1
|
%
|
||
|
|
|
|
||||
Net Income
|
$
|
10,876
|
|
|
$
|
10,957
|
|
Pre-tax CEO Transition Costs
|
1,055
|
|
|
—
|
|
||
Tax on CEO Transition Costs
|
(271
|
)
|
|
—
|
|
||
After-tax CEO Transition Costs
|
784
|
|
|
—
|
|
||
Adjusted Net Income
|
$
|
11,660
|
|
|
$
|
10,957
|
|
|
|
|
|
||||
Diluted Earnings Per Share
|
$
|
0.29
|
|
|
$
|
0.29
|
|
After-tax CEO Transition Costs
|
0.02
|
|
|
0.00
|
|
||
Adjusted Diluted Earnings Per Share
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|||||
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, 2018)
|
|
81,323
|
|
|
$
|
15.97
|
|
|
81,323
|
|
|
1,140,383
|
|
Month #2 (August 1-August 31, 2018)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,140,383
|
|
Month #3 (September 1-September 30, 2018)
|
|
114,572
|
|
|
$
|
17.46
|
|
|
114,572
|
|
|
1,025,811
|
|
Total
|
|
195,895
|
|
|
$
|
16.84
|
|
|
195,895
|
|
|
|
3(a)
|
3(b)
|
10(a)*
|
10(b)*
|
10(c)*
|
10(d)*
|
10(e)*
|
10(f)*
|
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/ KRISTINE L. JUSTER
|
|
|
Kristine L. Juster
Chief Executive Officer
|
|
|
November 6, 2018
|
|
|
|
|
|
|
|
By:
|
/s/ MICHELLE R. SCHROEDER
|
|
|
Michelle R. Schroeder
Vice President,
Chief Financial Officer
|
|
|
November 6, 2018
|
•
|
Since you are a new employee and will not immediately start receiving incentive compensation payments based on your participation in the Annual Cash Incentive Plan (all incentive payments are made in the following fiscal year based on the Company’s performance in the prior fiscal year), you will be paid the Annual Cash Incentive Bridge Payments set forth below to transition you in to the Annual Cash Incentive Plan.
|
•
|
Annual Cash Incentive Bridge Payments will be paid on or about the 15
th
day of the following months at the following amounts (with appropriate deductions, including payroll taxes):
|
◦
|
$106,000 in December 2018
|
◦
|
$320,000 in June 2019
|
◦
|
$107,000 in August 2019
|
◦
|
$107,000 in December 2019
|
•
|
You must be employed by the Company on the date an Annual Cash Incentive Bridge Payment is made to receive such Annual Cash Incentive Bridge Payment. If your employment with the Company ends prior to your full transition into the Annual Cash Incentive Plan and before you receive all Annual Cash Incentive Bridge Payment set forth above, you will not be eligible to receive the remaining Annual Cash Incentive Bridge Payment.
|
•
|
Annual Performance Share Award
: This performance-based award will be earned based on the Company’s consolidated return on capital (“Return on Capital”) for fiscal year 2019. For fiscal year 2019, “Return on Capital” shall mean Adjusted Net Income divided by the result of Total Assets (excluding Cash and Investments) less Total Liabilities (excluding Debt) for the Company. “Adjusted Net Income” is defined as net income adjusted for the following non-operating items: investment in the corporate venture capital fund/growth acceleration fund/innovation fund up to a maximum of $2 million; all costs related to the CEO transition except the CEO’s base salary as determined by the revised employment agreement through his retirement date plus the newly appointed CEO’s normal cash and stock compensation costs beginning after retirement date (Example of costs to be excluded are, but not in its entirety, retirement-related compensation cost related to CEO’s revised employment agreement, recruiting fees, one-time costs paid to an external hire (buyout of previous stock comp plan, sign-on bonus, relocation costs)); the impact of any non-operating event causing destruction of or damage to Company property; the effects of acquisitions, both capital and earnings/loss, during the fiscal year of the acquisition and the costs associated with due diligence; and any fines/penalties assessed as a result of the GSA matter to the extent they exceed $4 million. The actual number of shares of the Company’s common stock (“Common Stock”) that will be issued to you in August or September 2019 following the end of the fiscal year shall be determined based on the Company’s consolidated Return on Capital for fiscal year 2019 according to the following targets, which have been established for fiscal year 2019:
|
•
|
Long Term Restricted Stock Unit Award:
This time-based stock incentive encourages you and rewards you for delivering shareowner value by delivering results that increase the value of the Company’s Common Stock. If you meet the conditions of continuous service as outlined in the applicable award agreement on the vesting date, the number of shares of Common Stock set forth in the award agreement, plus the amount of any dividends accumulated on such shares from your start date until the vesting date as described in the award agreement, will be delivered to you as soon as practical after the vesting date with no restrictions. These restricted stock unit awards will also aid you in attaining your officer ownership expectation, which is 5 times your base salary.
|
◦
|
$166,167 vesting 06/30/2019
|
◦
|
$250,000 vesting 06/30/2020
|
◦
|
$250,000 vesting 06/30/2021
|
◦
|
Plus an additional sign-on bonus award of $1,500,000 vesting 06/30/2021
|
•
|
Relative Total Shareholder Return Stock Award
: This performance-based award will provide you with the opportunity to earn a number of shares of the Company’s Common Stock between 0% and 200% of the target number of shares set forth below. The number of shares that will be earned by you will depend on the performance of the Company’s Common Stock over a specified performance cycle relative to a group of peers, and will be determined based on the Company’s consolidated relative total shareholder return (“RTSR”) for such period, as follows:
|
RTSR
|
Performance Unit Payout as a Percent of Target
|
80
th
Percentile and above
|
200%
|
50
th
Percentile
|
100%
|
30
th
Percentile
|
50%
|
Less than 30
th
Percentile
|
0%
|
•
|
$500,000 vesting 06/30/2020
|
•
|
$500,000 vesting 06/30/2021
|
•
|
401(k) Retirement Plan:
You are eligible to participate in our 401(k) Retirement Plan on your first day of employment. Unless you elect to start participating sooner or choose to opt out, you will be enrolled in the plan with a 3% pre-tax payroll deduction automatically starting around the 45th day of employment. Your pre-tax contribution rate will automatically increase by one percentage point each July. You can choose to contribute up to 50% of your pay on a pre-tax, traditional after-tax or Roth after-tax basis. Because you are over the age of 50, you are also eligible to make additional catch-up contributions each year.
|
•
|
Supplemental Retirement Plan (SERP):
Effective January 1, 2019, you will be eligible to participate in the Supplemental Retirement Plan. You may elect to defer up to 50% of your compensation into this supplemental retirement plan. Based on your compensation level, tax laws begin to limit your ability to fully participate in the Company’s 401(k) Retirement Plan. Accordingly, the SERP provides a vehicle to offset such effect and contribute greater amounts, in a non-qualified plan, towards your retirement. Participation in the SERP is optional and is simply a vehicle to meet your retirement saving goals if you max out the contributions you can make to the traditional 401(k) Retirement Plan.
|
•
|
Company Contribution:
Each year following the fiscal year end (June 30th), the Company will make a profit-sharing contribution to your retirement account. The Company’s contribution is not a matching contribution, which means it is not based on the percentage you personally contribute to your retirement account. The Company’s contributions are calculated based on your retirement-eligible wages during the plan year. All eligible employees currently receive a minimum 3% Company contribution.
|
•
|
Pursuant to the Executive Employment Agreement, if your employment is terminated by the Company without Cause (as defined in the agreement) or by you for Good Reason (as defined in the agreement), the Company will provide compensation and benefits as follows:
|
•
|
base salary through the date of termination of employment;
|
•
|
any deferred and unpaid cash incentive amounts due for the immediately preceding fiscal year;
|
•
|
(a) unless your termination occurs during the one-year period before a Change in Control (as defined in the agreement) or during the two-year period following a Change in Control, severance pay equal to the sum of your annual base salary at the highest rate in effect during the three years immediately preceding your last day of employment and the higher of either your target cash incentive for the period in which your last day of employment occurs or your average annual cash incentive award for the three annual cash incentive periods immediately preceding your last day of employment, plus a reimbursement payment of $50,000 (subject to cost-of-living adjustment) in lieu of continued welfare and fringe benefits, or (b) if your termination occurs during the one-year period before a Change in Control or the two-year period following a Change in Control, severance pay is determined by the terms of the Change in Control Agreement;
|
•
|
reimbursement for outplacement service costs up to $25,000;
|
•
|
payments under the Annual Cash Incentive Plan and all performance-based equity awards previously awarded to you under the applicable stock plans but not yet vested will vest as if you remained employed by the Company and will be paid out in accordance with the terms of the applicable award agreement based on the actual performance results of the Company, while all service-based stock awards will become fully vested as of the date of separation; and
|
•
|
payment of all SERP benefit amounts, which will become fully vested.
|
•
|
In addition, the Executive Employment Agreement imposes non-competition and non-solicitation obligations during the term of the employment and for a period of 12 months (or a shorter period, for an executive employed for fewer than 12 months) following termination of employment for any reason.
|
•
|
Pursuant to the Change in Control Agreement, in the event of a Change in Control (as defined in the agreement), the Company will accelerate payment to you of an amount in cash, shares of Common Stock or a combination thereof equal to the value at the effective date of the Change in Control or the termination of employment, as applicable, of all options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and Annual Cash Incentive Plan payments, all of which will become fully vested with all performance-based awards vesting at 100% of target (except that RTSR awards will vest and Annual Cash Incentive Plan awards will be paid on a pro-rata basis) (1) on the later of the date of termination or the effective date of the Change in Control (the “Termination Date”) if your employment is terminated without Cause or by you for Good Reason during the one-year period before, or the two-year period following, the Change in Control; and (2) on the effective date of the Change in Control without a termination of employment if any successor entity has not assumed the obligations with respect to such awards or has not substituted benefit rights that are at least as favorable to you as such awards. You will also become fully vested in the SERP and will receive all benefit amounts under that plan.
|
◦
|
In addition, upon a Change in Control Event, as soon as practicable following your termination date, you will receive severance pay in a sum equal to two times the sum of your annual base salary at the highest rate in effect during the three years immediately preceding your last day of employment and the higher of either your target annual cash incentive for the period in which your last day of employment occurs or your average annual cash incentive award for the three annual cash incentive periods immediately preceding your last day of employment. You will also receive a reimbursement amount equal to two times the product of $50,000 and a fraction, the numerator of which is the Employment Cost Index and the denominator of which is the Employment Cost Index for the first calendar quarter of 2015 for welfare and fringe benefit plan reimbursements. You will also be eligible for $25,000 in outplacement assistance during the first 12 months after separation from employment.
|
•
|
If any payments under the Executive Employment Agreement or Change in Control Agreement are subject to excise tax (or any interest or penalties incurred due to excise tax) imposed by Section 409A of the Internal Revenue Code due to early payment of deferred compensation following separation without Cause or resignation for Good Reason or a change in control, You will be entitled to a supplemental payment as set forth in the respective agreements.
|
•
|
The terms of the Executive Employment Agreement and the Change in Control Agreement are substantially the same as the agreements in place with the current executive management team. This summary of these agreements is not intended to be complete and is qualified in its entirety by reference to the form of the Change in Control Agreement and the form of the Executive Employment Agreement attached hereto.
|
|
|
|
Kristine L. Juster
|
|
Lonnie P. Nicholson
|
|
|
VP, Chief Administrative Officer
|
|
|
|
|
|
|
Date
|
|
Date
|
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;
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3.
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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;
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4.
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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:
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(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;
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(b)
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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;
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(c)
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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
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(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
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5.
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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
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(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.
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Date:
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November 6, 2018
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/s/ KRISTINE L. JUSTER
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|
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KRISTINE L. JUSTER
Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Kimball International, Inc.;
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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 6, 2018
|
|
|
|
/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 6, 2018
|
|
|
|
/s/ KRISTINE L. JUSTER
|
|
|
KRISTINE L. JUSTER
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 6, 2018
|
|
|
|
/s/ MICHELLE R. SCHROEDER
|
|
|
MICHELLE R. SCHROEDER
Vice President,
Chief Financial Officer
|