KIMBALL ELECTRONICS, INC.
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||
(Exact name of registrant as specified in its charter)
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Indiana
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35-2047713
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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1205 Kimball Boulevard, Jasper, Indiana
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47546
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(Address of principal executive offices)
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(Zip Code)
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(812) 634-4000
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Registrant’s telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act:
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||
Title of each Class
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Name of each exchange on which registered
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Common Stock, no par value
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
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•
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Design services;
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•
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Rapid prototyping and new product introduction support;
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•
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Production and testing of printed circuit board assemblies (PCBAs);
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•
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Industrialization and automation of manufacturing processes;
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•
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Product design and process validation and qualification;
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•
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Reliability testing (testing of products under a series of extreme environmental conditions);
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•
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Assembly, production, and packaging of other related non-electronic products;
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•
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Supply chain services; and
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•
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Complete product life cycle management.
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•
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Our core competency of producing durable electronics;
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•
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Our body of knowledge as it relates to the design and manufacture of products that require high levels of quality control, reliability, and durability;
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•
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Our highly integrated, global footprint;
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•
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Our CRM model and our customer scorecard process;
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•
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Our ability to provide our customers with valuable input regarding designs for improved manufacturability, reliability, and cost;
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•
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Our quality systems, industry certifications and regulatory compliance;
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•
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Our integrated supply chain solutions and competitive bid process resulting in competitive raw material pricing; and
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•
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Complete product life cycle management.
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•
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Expanding Our Global Footprint – continue our strategy with expansion in Europe, Asia, and Americas, including new potential country locations and/or facility expansion as our customer demands dictate; and
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•
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Expanding Our Package of Value – enhance our core strengths and expand upon our package of value in areas such as complex system assembly, specialized processes, precision metals, and plastics.
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•
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an exemption from the auditor attestation requirement in the assessment of the “emerging growth company’s” internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
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•
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an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
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•
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an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
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•
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reduced disclosure about the “emerging growth company’s” executive compensation arrangements; and
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•
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an exemption from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain Share Owner approval of any golden parachutes not previously approved.
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•
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the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement filed under the Securities Act;
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•
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the last day of the fiscal year in which our total annual gross revenues exceed $1 billion;
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•
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the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or
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•
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the date on which we become a “large accelerated filer,” as defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.
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Year Ended June 30
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||||
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2015
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|
2014
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|
2013
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Johnson Controls, Inc.
|
4%
|
|
13%
|
|
17%
|
Philips
|
15%
|
|
12%
|
|
14%
|
Regal Beloit Corporation
|
9%
|
|
9%
|
|
10%
|
|
Year Ended June 30
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||||
(Amounts in Millions)
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2015
|
|
2014
|
|
2013
|
Research and Development Costs
|
$9
|
|
$8
|
|
$8
|
•
|
instability of the global financial markets;
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•
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uncertainty of worldwide economic conditions;
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•
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erosion of global consumer confidence;
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•
|
general corporate profitability of Kimball Electronics’ end markets;
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•
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credit availability to Kimball Electronics’ end markets;
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•
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demand fluctuations in the industries we currently serve, including automotive, medical, industrial, and public safety;
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•
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demand for end-user products which include electronic assembly components produced by Kimball Electronics;
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•
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excess capacity in the industries in which Kimball Electronics competes; and
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•
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changes in customer order patterns, including changes in product quantities, delays in orders, or cancellation of orders.
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•
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difficulties in identifying suitable acquisition candidates and in negotiating and consummating acquisitions on terms attractive to us;
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•
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difficulties in the assimilation of the operations of the acquired company;
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•
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the diversion of resources, including diverting management’s attention from our current operations;
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•
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risks of entering new geographic or product markets in which we have limited or no direct prior experience;
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•
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the potential loss of key customers of the acquired company;
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•
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the potential loss of key employees of the acquired company;
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•
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the potential incurrence of indebtedness to fund the acquisition;
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•
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the potential issuance of common stock for some or all of the purchase price, which could dilute ownership interests of our current Share Owners;
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•
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the acquired business not achieving anticipated revenues, earnings, cash flow, or market share;
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•
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excess capacity;
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•
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the assumption of undisclosed liabilities; and
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•
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dilution of earnings.
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•
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economic and political instability;
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•
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warfare, riots, terrorism, and other forms of violence or geopolitical disruption;
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•
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compliance with laws, such as the Foreign Corrupt Practices Act, applicable to U.S. companies doing business outside the United States;
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•
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changes in foreign regulatory requirements and laws;
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•
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tariffs and other trade barriers;
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•
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potentially adverse tax consequences including the manner in which multinational companies are taxed in the U.S.; and
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•
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foreign labor practices.
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•
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The United States healthcare reform legislation passed in 2010 and upheld by the Supreme Court in 2012 is likely to increase our total healthcare and related administrative expenses as the provisions of the law become effective. Governmental changes or delays to the provisions may likewise drive changes in our implementation plan causing inefficiencies and increasing our implementation costs even further. The changes resulting from this healthcare reform legislation could have a significant impact on our employment practices in the U.S., our financial position, results of operations, or cash flows.
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•
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International Traffic in Arms Regulations (ITAR) must be followed when producing defense related products for the U.S. government. A breach of these regulations could have an adverse impact on our financial condition, results of operations, or cash flows.
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•
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Foreign regulations are increasing in many areas such as data privacy, hazardous waste disposal, labor relations, and employment practices.
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•
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actual or anticipated fluctuations in our operating results due to factors related to our business;
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•
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wins and losses on contract competitions and new business pursuits;
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•
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success or failure of our business strategy;
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•
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our quarterly or annual earnings, or those of other companies in our industry;
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•
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our ability to obtain financing as needed;
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•
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announcements by us or our competitors of significant acquisitions or dispositions;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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the failure of securities analysts to cover our common stock;
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•
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changes in earnings estimates by securities analysts or our ability to meet those estimates;
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•
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the operating and stock price performance of other comparable companies;
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•
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the changes in customer requirements for our products and services;
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•
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natural or environmental disasters that investors believe may affect us;
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•
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overall market fluctuations;
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•
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results from any material litigation or government investigation;
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•
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changes in laws and regulations affecting our business; and
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•
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general economic conditions and other external factors.
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Name
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Age
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Office and
Area of Responsibility
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Donald D. Charron
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51
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Chairman of the Board and Chief Executive Officer
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Michael K. Sergesketter
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55
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Vice President, Chief Financial Officer
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John H. Kahle
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58
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Vice President, General Counsel and Secretary
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Christopher J. Thyen
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52
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Vice President, Business Development
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Julia A. Dutchess
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64
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Vice President, Human Resources
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Sandy A. Smith
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52
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Vice President, Information Technology
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Janusz F. Kasprzyk
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55
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Vice President, European Operations
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Steven T. Korn
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51
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Vice President, North American Operations
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Roger Chang (Chang Shang Yu)
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58
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Vice President, Asian Operations
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2015
|
||||||
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High
|
|
Low
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||||
Quarter ended December 31, 2014 (beginning November 3, 2014)
|
$
|
13.77
|
|
|
$
|
5.19
|
|
Quarter ended March 31, 2015
|
$
|
14.19
|
|
|
$
|
10.07
|
|
Quarter ended June 30, 2015
|
$
|
17.01
|
|
|
$
|
12.20
|
|
|
11/03/2014
|
12/31/2014
|
03/31/2015
|
06/30/2015
|
||||||||
Kimball Electronics, Inc.
|
$
|
100.00
|
|
$
|
166.48
|
|
$
|
195.84
|
|
$
|
202.08
|
|
NASDAQ Stock Market (U.S.)
|
$
|
100.00
|
|
$
|
102.34
|
|
$
|
106.22
|
|
$
|
108.38
|
|
Peer Group Index
|
$
|
100.00
|
|
$
|
102.03
|
|
$
|
109.64
|
|
$
|
99.49
|
|
•
|
Due to the contract and project nature of the EMS industry, fluctuation in the demand for our products and variation in the gross margin on those projects is inherent to our business. Effective management of manufacturing capacity is, and will continue to be, critical to our success.
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•
|
The nature of the EMS industry is such that the start-up of new customers and new programs to replace expiring programs occurs frequently. While our agreements with customers generally do not have a definitive term and thus could be canceled at any time, we generally realize relatively few cancellations prior to the end of the product’s life cycle. We attribute this to our focus on long-term customer relationships, meeting customer expectations, required capital investment, and product qualification cycle times. As such, our ability to continue contractual relationships with our customers, including our principal customers, is not certain. New customers and program start-ups generally cause losses early in the life of a program, which are generally recovered as the program becomes established and matures. Risk factors within our business include, but are not limited to, general economic and market conditions, customer order delays, increased globalization, foreign currency exchange rate fluctuations, rapid technological changes, component availability, supplier and customer financial stability, the contract nature of this industry, the concentration of sales to large customers, and the potential for customers to choose a dual sourcing strategy or to in-source a greater portion of their electronics manufacturing. The continuing success of our business is dependent upon our ability to replace expiring customers/programs with new customers/programs. We monitor our success in this area by tracking the number of customers and the percentage of our net sales generated from them by years of service as depicted in the table below. While variation in the size of program award makes it difficult to directly correlate this data to our sales trends, we believe it does provide useful information regarding our customer loyalty and new business growth. Additional risk factors that could have an effect on our performance are located within
Item 1A - Risk Factors
.
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|
|
Year End
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|||||||
Customer Service Years
|
|
2015
|
|
2014
|
|
2013
|
|||
10+ Years
|
|
|
|
|
|
|
|||
% of Net Sales
|
|
49
|
%
|
|
44
|
%
|
|
32
|
%
|
# of Customers
|
|
22
|
|
|
19
|
|
|
14
|
|
5+ to 10 Years
|
|
|
|
|
|
|
|||
% of Net Sales
|
|
42
|
%
|
|
44
|
%
|
|
46
|
%
|
# of Customers
|
|
31
|
|
|
24
|
|
|
18
|
|
0 to 5 Years
|
|
|
|
|
|
|
|||
% of Net Sales
|
|
9
|
%
|
|
12
|
%
|
|
22
|
%
|
# of Customers
|
|
25
|
|
|
28
|
|
|
27
|
|
Total
|
|
|
|
|
|
|
|||
% of Net Sales
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
# of Customers
|
|
78
|
|
|
71
|
|
|
59
|
|
•
|
Globalization continues to reshape not only the industries in which we operate but also our key customers and competitors.
|
•
|
Employees throughout our business operations are an integral part of our ability to compete successfully, and the stability of the management team is critical to long-term Share Owner value. Our career development and succession planning processes help to maintain stability in management.
|
|
At or For the Year Ended
|
|
|
|||||||||||||
|
June 30
|
|
|
|||||||||||||
(Amounts in Millions, Except for Per Share Data)
|
2015
|
|
as a % of Net Sales
|
|
2014
|
|
as a % of Net Sales
|
|
% Change
|
|||||||
Net Sales
|
$
|
819.4
|
|
|
|
|
$
|
741.5
|
|
|
|
|
10
|
%
|
||
Gross Profit
|
$
|
72.4
|
|
|
8.8
|
%
|
|
$
|
61.0
|
|
|
8.2
|
%
|
|
19
|
%
|
Selling and Administrative Expenses
|
$
|
36.1
|
|
|
4.4
|
%
|
|
$
|
36.4
|
|
|
4.9
|
%
|
|
(1
|
)%
|
Other General Income
|
$
|
—
|
|
|
|
|
$
|
5.7
|
|
|
|
|
|
|||
Operating Income
|
$
|
36.4
|
|
|
4.4
|
%
|
|
$
|
29.9
|
|
|
4.0
|
%
|
|
21
|
%
|
Net Income
|
$
|
26.2
|
|
|
|
|
$
|
24.6
|
|
|
|
|
6
|
%
|
||
Diluted Earnings per Share
|
$
|
0.89
|
|
|
|
|
$
|
0.84
|
|
|
|
|
|
|||
Open Orders
|
$
|
194.3
|
|
|
|
|
$
|
178.0
|
|
|
|
|
9
|
%
|
Net Sales by Vertical Market
|
For the Year Ended
|
|
|
|||||||
|
June 30
|
|
|
|||||||
(Amounts in Millions)
|
2015
|
|
2014
|
|
% Change
|
|||||
Automotive
|
$
|
299.2
|
|
|
$
|
275.5
|
|
|
9
|
%
|
Medical
|
241.7
|
|
|
210.1
|
|
|
15
|
%
|
||
Industrial
|
200.0
|
|
|
189.7
|
|
|
5
|
%
|
||
Public Safety
|
61.3
|
|
|
52.8
|
|
|
16
|
%
|
||
Other
|
17.2
|
|
|
13.4
|
|
|
29
|
%
|
||
Total Net Sales
|
$
|
819.4
|
|
|
$
|
741.5
|
|
|
10
|
%
|
Other Income (Expense)
|
Year Ended
|
||||||
|
June 30
|
||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
Interest Income
|
$
|
36
|
|
|
$
|
41
|
|
Interest Expense
|
(11
|
)
|
|
(2
|
)
|
||
Foreign Currency/Derivative Loss
|
(1,386
|
)
|
|
(127
|
)
|
||
Gain on Supplemental Employee Retirement Plan Investment
|
201
|
|
|
695
|
|
||
Other
|
(424
|
)
|
|
(295
|
)
|
||
Other Income (Expense), net
|
$
|
(1,584
|
)
|
|
$
|
312
|
|
|
Year Ended June 30, 2015
|
|
Year Ended June 30, 2014
|
||||||||||
(Amounts in Thousands)
|
Income Before Taxes
|
|
Effective Tax Rate
|
|
Income Before Taxes
|
|
Effective Tax Rate
|
||||||
United States
|
$
|
1,195
|
|
|
20.0
|
%
|
|
$
|
5,412
|
|
|
47.6
|
%
|
Foreign
|
$
|
33,576
|
|
|
24.8
|
%
|
|
$
|
24,830
|
|
|
12.3
|
%
|
Total
|
$
|
34,771
|
|
|
24.6
|
%
|
|
$
|
30,242
|
|
|
18.6
|
%
|
|
At or For the Year
|
|
|
|
|||||||||||
|
Ended June 30
|
|
|
||||||||||||
(Amounts in Millions)
|
2014
|
|
as % of Net Sales
|
|
2013
|
|
as % of Net Sales
|
|
% Change
|
||||||
Net Sales
|
$
|
741.5
|
|
|
|
|
$
|
703.1
|
|
|
|
|
5
|
%
|
|
Gross Profit
|
$
|
61.0
|
|
|
8.2%
|
|
$
|
57.2
|
|
|
8.1
|
%
|
|
7
|
%
|
Selling and Administrative Expenses
|
$
|
36.4
|
|
|
4.9%
|
|
$
|
30.0
|
|
|
4.2
|
%
|
|
21
|
%
|
Other General Income
|
$
|
5.7
|
|
|
|
|
$
|
—
|
|
|
|
|
|
||
Operating Income
|
$
|
29.9
|
|
|
4.0%
|
|
$
|
26.7
|
|
|
3.8
|
%
|
|
12
|
%
|
Net Income
|
$
|
24.6
|
|
|
|
|
$
|
21.5
|
|
|
|
|
14
|
%
|
|
Open Orders
|
$
|
178.0
|
|
|
|
|
$
|
174.5
|
|
|
|
|
2
|
%
|
|
For the Year Ended June 30
|
|
|
|||||||
(Amounts in Millions)
|
2014
|
|
2013
|
|
% Change
|
|||||
Net Sales:
|
|
|
|
|
|
|||||
Automotive
|
$
|
275.5
|
|
|
$
|
257.1
|
|
|
7
|
%
|
Medical
|
210.1
|
|
|
210.2
|
|
|
—
|
%
|
||
Industrial
|
189.7
|
|
|
165.7
|
|
|
14
|
%
|
||
Public Safety
|
52.8
|
|
|
61.8
|
|
|
(15
|
)%
|
||
Other
|
13.4
|
|
|
8.3
|
|
|
61
|
%
|
||
Total net sales
|
$
|
741.5
|
|
|
$
|
703.1
|
|
|
5
|
%
|
|
Year Ended
|
||||||
|
June 30
|
||||||
(Amounts in Thousands)
|
2014
|
|
2013
|
||||
Interest Income
|
$
|
41
|
|
|
$
|
96
|
|
Interest Expense
|
(2
|
)
|
|
(9
|
)
|
||
Foreign Currency/Derivative Loss
|
(127
|
)
|
|
(39
|
)
|
||
Gain on Supplemental Employee Retirement Plan (“SERP”) Investments
|
695
|
|
|
321
|
|
||
Other
|
(295
|
)
|
|
(321
|
)
|
||
Other Income, net
|
$
|
312
|
|
|
$
|
48
|
|
|
At or For the Year Ended
|
||||||||||||
|
June 30, 2014
|
|
June 30, 2013
|
||||||||||
(Amounts in Thousands)
|
Income Before Taxes
|
|
Effective Tax Rate
|
|
Income Before Taxes
|
|
Effective Tax Rate
|
||||||
United States
|
$
|
5,412
|
|
|
47.6
|
%
|
|
$
|
6,638
|
|
|
27.9
|
%
|
Foreign
|
$
|
24,830
|
|
|
12.3
|
%
|
|
$
|
20,138
|
|
|
16.9
|
%
|
Total
|
$
|
30,242
|
|
|
18.6
|
%
|
|
$
|
26,776
|
|
|
19.6
|
%
|
|
Year Ended June 30
|
||
|
2014
|
|
2013
|
Johnson Controls, Inc.
|
13%
|
|
17%
|
Philips
|
12%
|
|
14%
|
Regal Beloit Corporation
|
9%
|
|
10%
|
|
|
Year Ended June 30
|
||||||||||
(Amounts in Millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
|
$
|
28.1
|
|
|
$
|
39.3
|
|
|
$
|
40.6
|
|
Net cash used for investing activities
|
|
$
|
(36.5
|
)
|
|
$
|
(20.0
|
)
|
|
$
|
(13.8
|
)
|
Net cash provided by (used for) financing activities
|
|
$
|
50.2
|
|
|
$
|
(11.6
|
)
|
|
$
|
(30.6
|
)
|
•
|
a ratio of consolidated total indebtedness minus unencumbered U.S. cash on hand in the U.S. in excess of $15 million to adjusted consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be greater than 3.0 to 1.0, and
|
•
|
a fixed charge coverage ratio, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be less than 1.10 to 1.00.
|
|
Payments Due During Fiscal Years Ending June 30
|
|||||||||||||||||||||
(Amounts in Millions)
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
|||||||||||||
Recorded Contractual Obligations:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other Long-Term Liabilities Reflected on the Balance
Sheet
(b) (c) (d)
|
$
|
9.9
|
|
|
$
|
0.8
|
|
|
|
$
|
1.2
|
|
|
|
$
|
1.8
|
|
|
|
$
|
6.1
|
|
Unrecorded Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating Leases
(d)
|
1.3
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.8
|
|
|||||
Purchase Obligations
(e)
|
198.7
|
|
|
195.5
|
|
|
|
3.1
|
|
|
|
0.1
|
|
|
|
—
|
|
|||||
Total
|
$
|
209.9
|
|
|
$
|
196.4
|
|
|
|
$
|
4.5
|
|
|
|
$
|
2.1
|
|
|
|
$
|
6.9
|
|
(a)
|
As of
June 30, 2015
, we had no Long-Term Debt Obligations or Capital Lease Obligations.
|
(b)
|
The timing of payments of certain items included on the Other Long-Term Liabilities Reflected on the Balance Sheet line above is estimated based on the following assumptions:
|
•
|
The timing of SERP payments is estimated based on an assumed retirement age of 62 with payout based on the prior distribution elections of participants. The fiscal year
2016
amount includes
$0.2 million
for SERP payments recorded as current liabilities.
|
•
|
The timing of severance plan payments is estimated based on the average remaining service life of employees. The fiscal year
2016
amount includes
$0.3 million
for severance payments recorded as a current liability.
|
•
|
The timing of warranty payments is estimated based on historical data. The fiscal year
2016
amount includes
$0.3 million
for short-term warranty payments recorded as a current liability.
|
(c)
|
Excludes
$1.7 million
of long-term unrecognized tax benefits and associated accrued interest and penalties along with deferred tax liabilities which are not tied to a contractual obligation and for which we cannot make a reasonably reliable estimate of the period of future payments.
|
(d)
|
Refer to
Note 5 - Commitments and Contingent Liabilities
of Notes to Consolidated Financial Statements for more information regarding Operating Leases and certain Other Long-Term Liabilities.
|
(e)
|
Purchase Obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms. The amounts listed above for purchase obligations include contractual commitments for items such as raw materials, supplies, capital expenditures, services, and software acquisitions/license commitments. Cancellable purchase obligations that we intend to fulfill are also included in the purchase obligations amount listed above through fiscal year
2020
. In certain instances, such as when lead times dictate, we enter into contractual agreements for material in excess of the levels required to fulfill customer orders. In turn, agreements with the customers cover a portion of that exposure for the material which was purchased prior to having a firm order.
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Deloitte & Touche LLP
|
|
DELOITTE & TOUCHE LLP
|
|
Indianapolis, Indiana
|
|
August 28, 2015
|
|
June 30,
2015 |
|
June 30,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,180
|
|
|
$
|
26,260
|
|
Receivables, net of allowances of $236 and $352, respectively
|
139,892
|
|
|
128,425
|
|
||
Inventories
|
125,198
|
|
|
116,159
|
|
||
Prepaid expenses and other current assets
|
23,922
|
|
|
20,490
|
|
||
Total current assets
|
354,192
|
|
|
291,334
|
|
||
Property and Equipment, net of accumulated depreciation of $151,504 and $151,747, respectively
|
106,779
|
|
|
97,934
|
|
||
Goodwill
|
2,564
|
|
|
2,564
|
|
||
Other Intangible Assets, net of accumulated amortization of $24,952 and $28,606, respectively
|
4,509
|
|
|
1,830
|
|
||
Other Assets
|
15,213
|
|
|
15,068
|
|
||
Total Assets
|
$
|
483,257
|
|
|
$
|
408,730
|
|
|
|
|
|
||||
LIABILITIES AND SHARE OWNERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
133,409
|
|
|
$
|
119,853
|
|
Accrued expenses
|
26,545
|
|
|
26,602
|
|
||
Total current liabilities
|
159,954
|
|
|
146,455
|
|
||
Other long-term liabilities
|
10,854
|
|
|
9,903
|
|
||
Total Liabilities
|
170,808
|
|
|
156,358
|
|
||
Share Owners’ Equity:
|
|
|
|
|
|
||
Preferred stock-no par value
|
|
|
|
|
|
||
Shares authorized: 15,000,000
Shares issued: none
|
—
|
|
|
—
|
|
||
Common stock-no par value
|
|
|
|
||||
Shares authorized: 150,000,000
Shares issued: 29,172,000 and 29,143,000, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
298,491
|
|
|
—
|
|
||
Net Parent investment
|
—
|
|
|
250,753
|
|
||
Retained earnings
|
26,205
|
|
|
—
|
|
||
Accumulated other comprehensive income (loss)
|
(12,247
|
)
|
|
1,619
|
|
||
Total Share Owners’ Equity
|
312,449
|
|
|
252,372
|
|
||
Total Liabilities and Share Owners’ Equity
|
$
|
483,257
|
|
|
$
|
408,730
|
|
|
Year Ended June 30
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
$
|
819,350
|
|
|
$
|
741,530
|
|
|
$
|
703,129
|
|
Cost of Sales
|
746,927
|
|
|
680,534
|
|
|
645,974
|
|
|||
Gross Profit
|
72,423
|
|
|
60,996
|
|
|
57,155
|
|
|||
Selling and Administrative Expenses
|
36,068
|
|
|
36,352
|
|
|
30,011
|
|
|||
Other General Income
|
—
|
|
|
(5,688
|
)
|
|
—
|
|
|||
Restructuring Expense
|
—
|
|
|
402
|
|
|
416
|
|
|||
Operating Income
|
36,355
|
|
|
29,930
|
|
|
26,728
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|||
Interest income
|
36
|
|
|
41
|
|
|
96
|
|
|||
Interest expense
|
(11
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|||
Non-operating income
|
227
|
|
|
722
|
|
|
362
|
|
|||
Non-operating expense
|
(1,836
|
)
|
|
(449
|
)
|
|
(401
|
)
|
|||
Other income (expense), net
|
(1,584
|
)
|
|
312
|
|
|
48
|
|
|||
Income Before Taxes on Income
|
34,771
|
|
|
30,242
|
|
|
26,776
|
|
|||
Provision for Income Taxes
|
8,566
|
|
|
5,629
|
|
|
5,256
|
|
|||
Net Income
|
$
|
26,205
|
|
|
$
|
24,613
|
|
|
$
|
21,520
|
|
|
|
|
|
|
|
||||||
Earnings Per Share of Common Stock:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.90
|
|
|
$
|
0.84
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.84
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
||||||
Average Number of Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
29,162
|
|
|
29,143
|
|
|
29,143
|
|
|||
Diluted
|
29,388
|
|
|
29,143
|
|
|
29,143
|
|
|
Year Ended June 30, 2015
|
|
Year Ended June 30, 2014
|
|
Year Ended June 30, 2013
|
||||||||||||||||||||||||||||||
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
|
Pre-tax
|
|
Tax
|
|
Net of Tax
|
||||||||||||||||||
Net Income
|
|
|
|
|
$
|
26,205
|
|
|
|
|
|
|
$
|
24,613
|
|
|
|
|
|
|
$
|
21,520
|
|
||||||||||||
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(14,022
|
)
|
|
$
|
(16
|
)
|
|
$
|
(14,038
|
)
|
|
$
|
4,358
|
|
|
$
|
(471
|
)
|
|
$
|
3,887
|
|
|
$
|
1,952
|
|
|
$
|
(121
|
)
|
|
$
|
1,831
|
|
Postemployment severance actuarial change
|
638
|
|
|
(244
|
)
|
|
394
|
|
|
(6
|
)
|
|
4
|
|
|
(2
|
)
|
|
28
|
|
|
(9
|
)
|
|
19
|
|
|||||||||
Derivative gain (loss)
|
3,806
|
|
|
(227
|
)
|
|
3,579
|
|
|
73
|
|
|
(29
|
)
|
|
44
|
|
|
1,206
|
|
|
(357
|
)
|
|
849
|
|
|||||||||
Reclassification to (earnings) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives
|
(4,307
|
)
|
|
577
|
|
|
(3,730
|
)
|
|
1,187
|
|
|
(277
|
)
|
|
910
|
|
|
(2,136
|
)
|
|
561
|
|
|
(1,575
|
)
|
|||||||||
Amortization of prior service costs
|
28
|
|
|
(11
|
)
|
|
17
|
|
|
40
|
|
|
(16
|
)
|
|
24
|
|
|
40
|
|
|
(15
|
)
|
|
25
|
|
|||||||||
Amortization of actuarial change
|
(146
|
)
|
|
58
|
|
|
(88
|
)
|
|
53
|
|
|
(21
|
)
|
|
32
|
|
|
37
|
|
|
(15
|
)
|
|
22
|
|
|||||||||
Other Comprehensive Income (Loss)
|
$
|
(14,003
|
)
|
|
$
|
137
|
|
|
$
|
(13,866
|
)
|
|
$
|
5,705
|
|
|
$
|
(810
|
)
|
|
$
|
4,895
|
|
|
$
|
1,127
|
|
|
$
|
44
|
|
|
$
|
1,171
|
|
Total Comprehensive Income
|
|
|
|
|
|
|
$
|
12,339
|
|
|
|
|
|
|
|
|
$
|
29,508
|
|
|
|
|
|
|
|
|
$
|
22,691
|
|
|
Year Ended June 30
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
26,205
|
|
|
$
|
24,613
|
|
|
$
|
21,520
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
19,607
|
|
|
17,889
|
|
|
17,447
|
|
|||
(Gain) loss on sales of assets
|
(33
|
)
|
|
10
|
|
|
(89
|
)
|
|||
Restructuring
|
—
|
|
|
311
|
|
|
188
|
|
|||
Deferred income tax and other deferred charges
|
1,100
|
|
|
1,246
|
|
|
3,729
|
|
|||
Deferred tax valuation allowance
|
(92
|
)
|
|
(1,521
|
)
|
|
388
|
|
|||
Stock-based compensation
|
3,506
|
|
|
3,298
|
|
|
2,397
|
|
|||
Other, net
|
276
|
|
|
(183
|
)
|
|
671
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(14,731
|
)
|
|
(10,076
|
)
|
|
(24,589
|
)
|
|||
Inventories
|
(12,192
|
)
|
|
(12,783
|
)
|
|
1,462
|
|
|||
Prepaid expenses and other current assets
|
(4,640
|
)
|
|
(1,073
|
)
|
|
(395
|
)
|
|||
Accounts payable
|
13,641
|
|
|
9,486
|
|
|
11,981
|
|
|||
Accrued expenses
|
(4,583
|
)
|
|
8,089
|
|
|
5,854
|
|
|||
Net cash provided by operating activities
|
28,064
|
|
|
39,306
|
|
|
40,564
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(33,042
|
)
|
|
(20,404
|
)
|
|
(13,861
|
)
|
|||
Proceeds from sales of assets
|
310
|
|
|
254
|
|
|
316
|
|
|||
Purchases of capitalized software
|
(3,851
|
)
|
|
(378
|
)
|
|
(629
|
)
|
|||
Other, net
|
67
|
|
|
537
|
|
|
393
|
|
|||
Net cash used for investing activities
|
(36,516
|
)
|
|
(19,991
|
)
|
|
(13,781
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Net transfers from (to) Kimball International, Inc.
|
50,295
|
|
|
(11,620
|
)
|
|
(30,617
|
)
|
|||
Debt issuance costs
|
(123
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
50,172
|
|
|
(11,620
|
)
|
|
(30,617
|
)
|
|||
Effect of Exchange Rate Change on Cash and Cash Equivalents
|
(2,800
|
)
|
|
141
|
|
|
283
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
38,920
|
|
|
7,836
|
|
|
(3,551
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
26,260
|
|
|
18,424
|
|
|
21,975
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
65,180
|
|
|
$
|
26,260
|
|
|
$
|
18,424
|
|
|
Additional Paid-In Capital
|
|
Net Parent Investment
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Share Owners’ Equity
|
||||||||||
|
|||||||||||||||||||
Amounts at June 30, 2012
|
$
|
—
|
|
|
$
|
241,162
|
|
|
$
|
—
|
|
|
$
|
(4,447
|
)
|
|
$
|
236,715
|
|
Net income
|
|
|
21,520
|
|
|
|
|
|
|
21,520
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
1,171
|
|
|
1,171
|
|
||||||||
Net distribution to Parent
|
|
|
(28,220
|
)
|
|
|
|
|
|
(28,220
|
)
|
||||||||
Amounts at June 30, 2013
|
$
|
—
|
|
|
$
|
234,462
|
|
|
$
|
—
|
|
|
$
|
(3,276
|
)
|
|
$
|
231,186
|
|
Net income
|
|
|
24,613
|
|
|
|
|
|
|
24,613
|
|
||||||||
Other comprehensive income
|
|
|
|
|
|
|
4,895
|
|
|
4,895
|
|
||||||||
Net distribution to Parent
|
|
|
(8,322
|
)
|
|
|
|
|
|
|
(8,322
|
)
|
|||||||
Amounts at June 30, 2014
|
$
|
—
|
|
|
$
|
250,753
|
|
|
$
|
—
|
|
|
$
|
1,619
|
|
|
$
|
252,372
|
|
Conversion of net Parent investment
|
250,753
|
|
|
(250,753
|
)
|
|
|
|
|
|
—
|
|
|||||||
Net income
|
|
|
|
|
26,205
|
|
|
|
|
26,205
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
(13,866
|
)
|
|
(13,866
|
)
|
||||||||
Net contribution from Parent
|
45,973
|
|
|
|
|
|
|
|
|
45,973
|
|
||||||||
Issuance of non-restricted stock (29,000 shares)
|
309
|
|
|
|
|
|
|
|
|
309
|
|
||||||||
Compensation expense related to stock compensation plans
|
1,456
|
|
|
|
|
|
|
|
|
1,456
|
|
||||||||
Amounts at June 30, 2015
|
$
|
298,491
|
|
|
$
|
—
|
|
|
$
|
26,205
|
|
|
$
|
(12,247
|
)
|
|
$
|
312,449
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||||
(Amounts in Thousands)
|
Cost
|
|
Accumulated
Amortization
|
|
Net Value
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net Value
|
||||||||||||
Capitalized Software
|
$
|
28,294
|
|
|
$
|
23,924
|
|
|
$
|
4,370
|
|
|
$
|
29,269
|
|
|
$
|
27,625
|
|
|
$
|
1,644
|
|
Customer Relationships
|
1,167
|
|
|
1,028
|
|
|
139
|
|
|
1,167
|
|
|
981
|
|
|
186
|
|
||||||
Other Intangible Assets
|
$
|
29,461
|
|
|
$
|
24,952
|
|
|
$
|
4,509
|
|
|
$
|
30,436
|
|
|
$
|
28,606
|
|
|
$
|
1,830
|
|
|
At or For the Year Ended
|
|
At or For the Year Ended
|
||||||||
|
June 30, 2015
|
|
June 30, 2014
|
||||||||
|
Net Sales
|
|
Trade Receivables
|
|
Net Sales
|
|
Trade Receivables
|
||||
Johnson Controls, Inc.
|
3.6
|
%
|
|
2.0
|
%
|
|
13.0
|
%
|
|
5.8
|
%
|
Philips
|
15.4
|
%
|
|
7.4
|
%
|
|
12.4
|
%
|
|
7.8
|
%
|
Regal Beloit Corporation
|
8.8
|
%
|
|
9.5
|
%
|
|
8.8
|
%
|
|
11.9
|
%
|
TRW
|
8.7
|
%
|
|
11.7
|
%
|
|
9.6
|
%
|
|
13.5
|
%
|
•
|
the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement filed under the Securities Act;
|
•
|
the last day of the fiscal year in which our total annual gross revenues exceed
$1 billion
;
|
•
|
the date on which we have, during the previous three-year period, issued more than
$1 billion
in non-convertible debt securities; or
|
•
|
the date on which we become a “large accelerated filer,” as defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates exceeds
$700 million
as of the last day of our most recently completed second fiscal quarter.
|
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
Finished products
|
$
|
21,415
|
|
|
$
|
18,818
|
|
Work-in-process
|
13,029
|
|
|
12,530
|
|
||
Raw materials
|
90,754
|
|
|
84,811
|
|
||
Total inventory
|
$
|
125,198
|
|
|
$
|
116,159
|
|
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
Land
|
$
|
8,726
|
|
|
$
|
9,392
|
|
Buildings and improvements
|
57,524
|
|
|
57,756
|
|
||
Machinery and equipment
|
177,148
|
|
|
175,984
|
|
||
Construction-in-progress
|
14,885
|
|
|
6,549
|
|
||
Total
|
$
|
258,283
|
|
|
$
|
249,681
|
|
Less: Accumulated depreciation
|
(151,504
|
)
|
|
(151,747
|
)
|
||
Property and equipment, net
|
$
|
106,779
|
|
|
$
|
97,934
|
|
|
Years
|
Buildings and improvements
|
5 to 40
|
Machinery and equipment
|
3 to 10
|
(Amounts in Thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Product Warranty Liability at the beginning of the year
|
$
|
911
|
|
|
$
|
507
|
|
|
$
|
329
|
|
Additions to warranty accrual (including changes in estimates)
|
625
|
|
|
721
|
|
|
279
|
|
|||
Settlements made (in cash or in kind)
|
(915
|
)
|
|
(317
|
)
|
|
(101
|
)
|
|||
Product Warranty Liability at the end of the year
|
$
|
621
|
|
|
$
|
911
|
|
|
$
|
507
|
|
|
Availability to Borrow at
|
|
Borrowings Outstanding at
|
|
Borrowings Outstanding at
|
||||||
(Amounts in Millions, in U.S Dollar Equivalents)
|
June 30, 2015
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||
Primary credit facility
(1)
|
$
|
49.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Thailand overdraft credit facility
(2)
|
2.7
|
|
|
—
|
|
|
—
|
|
|||
China revolving credit facility
(3)
|
7.5
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
59.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
In connection with the spin-off, the Company entered into a new U.S. primary credit facility (the “primary facility”) dated as of October 31, 2014. The credit facility expires in
October 2019
and provides for up to
$50 million
in borrowings, with an option to increase the amount available for borrowing to
$75 million
upon request, subject to participating banks’ consent. We will use this facility for acquisitions and general corporate purposes. A commitment fee is payable on the unused portion of the credit facility which was immaterial to our operating results in fiscal years
2015
. The commitment fee on the unused portion of principal amount of the credit facility is payable at a rate that ranges from
20.0
to
25.0
basis points per annum as determined by the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA. The interest rate on borrowings is dependent on the type of borrowings.
|
•
|
a ratio of consolidated total indebtedness minus unencumbered U.S. cash on hand in the U.S. in excess of
$15 million
to adjusted consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be greater than
3.0
to 1.0, and
|
•
|
a fixed charge coverage ratio, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be less than
1.10
to 1.00.
|
|
The Company had
$0.3 million
in letters of credit contingently committed against the credit facility at
June 30, 2015
.
|
(2)
|
The Company also maintains a foreign credit facility for its operation in Thailand which allows for borrowings of up to
90.0 million
Thai Baht (approximately
$2.7 million
at
June 30, 2015
exchange rates). This credit facility can be terminated
|
(3)
|
An uncommitted revolving credit facility was established in the fourth quarter of fiscal year
2015
for our China operation. The China credit facility allows for borrowings of up to
$7.5 million
, which borrowings can be made in either Chinese Renminbi (RMB) or U.S. dollars. The availability of this facility is at the sole discretion of the bank and is subject to the availability of funds and other relevant conditions. The bank may, at its sole discretion, agree to provide the facility on such terms and conditions as the bank deems appropriate. Further, the availability of the facility is also subject to the determination by the bank of the borrower’s actual need for such facility. Proceeds from the facility are to be used for general working capital purposes. Interest on borrowing under this facility is charged at a rate of interest determined by the bank and is dependent on the denomination of the currency borrowed. The facility matures on
May 31, 2016
.
|
|
June 30
|
||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
Changes and Components of Benefit Obligation:
|
|
|
|
|
|
||
Benefit obligation at beginning of year
|
$
|
1,495
|
|
|
$
|
1,560
|
|
Service cost
|
327
|
|
|
267
|
|
||
Interest cost
|
50
|
|
|
37
|
|
||
Actuarial (gain) loss for the period
|
(638
|
)
|
|
6
|
|
||
Benefits paid
|
(8
|
)
|
|
(375
|
)
|
||
Remeasurement of liabilities at spin-off
|
751
|
|
|
—
|
|
||
Benefit obligation at end of year
|
$
|
1,977
|
|
|
$
|
1,495
|
|
Balance in current liabilities
|
$
|
347
|
|
|
$
|
262
|
|
Balance in noncurrent liabilities
|
1,630
|
|
|
1,233
|
|
||
Total benefit obligation recognized in the Consolidated Balance Sheets
|
$
|
1,977
|
|
|
$
|
1,495
|
|
(Amounts in Thousands)
|
Year Ended June 30
|
||||||||||
Components of Net Periodic Benefit Cost (before tax):
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
$
|
327
|
|
|
$
|
267
|
|
|
$
|
230
|
|
Interest cost
|
50
|
|
|
37
|
|
|
50
|
|
|||
Amortization of prior service cost
|
28
|
|
|
40
|
|
|
40
|
|
|||
Amortization of actuarial (gain) loss
|
(146
|
)
|
|
53
|
|
|
37
|
|
|||
Net periodic benefit cost recognized in the Consolidated Statements of Income
|
$
|
259
|
|
|
$
|
397
|
|
|
$
|
357
|
|
|
2015
|
|
2014
|
Discount Rate
|
2.8%
|
|
2.3%
|
Rate of Compensation Increase
|
3.0%
|
|
3.0%
|
|
2015
|
|
2014
|
|
2013
|
Discount Rate
|
2.7%
|
|
2.5%
|
|
3.8%
|
Rate of Compensation Increase
|
3.0%
|
|
3.0%
|
|
3.8%
|
|
Number
of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Performance shares outstanding at July 1, 2014
|
—
|
|
|
—
|
Converted on December 2, 2014 in connection with the spin-off
|
548,552
|
|
|
$8.43
|
Granted
|
241,222
|
|
|
$14.47
|
Vested
|
—
|
|
|
—
|
Forfeited
|
—
|
|
|
—
|
Performance shares outstanding at June 30, 2015
|
789,774
|
|
|
$10.27
|
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||
Receivables
|
$
|
138
|
|
|
$
|
185
|
|
Inventory
|
1,524
|
|
|
1,457
|
|
||
Employee benefits
|
164
|
|
|
174
|
|
||
Deferred compensation
|
7,786
|
|
|
8,850
|
|
||
Other current liabilities
|
712
|
|
|
408
|
|
||
Tax credit carryforwards
|
240
|
|
|
3,069
|
|
||
Goodwill
|
2,149
|
|
|
2,440
|
|
||
Net operating loss carryforward
|
5
|
|
|
564
|
|
||
Net foreign currency losses
|
2
|
|
|
81
|
|
||
Property and equipment
|
1,838
|
|
|
1,063
|
|
||
Miscellaneous
|
1,268
|
|
|
2,332
|
|
||
Valuation Allowance
|
—
|
|
|
(92
|
)
|
||
Total asset
|
$
|
15,826
|
|
|
$
|
20,531
|
|
Deferred Tax Liabilities:
|
|
|
|
||||
Miscellaneous
|
$
|
353
|
|
|
$
|
199
|
|
Total liability
|
$
|
353
|
|
|
$
|
199
|
|
Net Deferred Income Taxes
|
$
|
15,473
|
|
|
$
|
20,332
|
|
|
Year Ended June 30
|
||||||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
1,195
|
|
|
$
|
5,412
|
|
|
$
|
6,638
|
|
Foreign
|
33,576
|
|
|
24,830
|
|
|
20,138
|
|
|||
Total income before taxes on income
|
$
|
34,771
|
|
|
$
|
30,242
|
|
|
$
|
26,776
|
|
|
Year Ended June 30
|
||||||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Currently Payable (Refundable):
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
186
|
|
|
$
|
(40
|
)
|
|
$
|
40
|
|
Foreign
|
6,586
|
|
|
4,505
|
|
|
2,861
|
|
|||
State
|
108
|
|
|
519
|
|
|
239
|
|
|||
Total current
|
$
|
6,880
|
|
|
$
|
4,984
|
|
|
$
|
3,140
|
|
Deferred Taxes:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(188
|
)
|
|
$
|
2,360
|
|
|
$
|
1,780
|
|
Foreign
|
1,957
|
|
|
(55
|
)
|
|
134
|
|
|||
State
|
(83
|
)
|
|
(139
|
)
|
|
(186
|
)
|
|||
Total deferred
|
$
|
1,686
|
|
|
$
|
2,166
|
|
|
$
|
1,728
|
|
Valuation allowance
|
—
|
|
|
(1,521
|
)
|
|
388
|
|
|||
Total provision for income taxes
|
$
|
8,566
|
|
|
$
|
5,629
|
|
|
$
|
5,256
|
|
|
Year Ended June 30
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(Amounts in Thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||
Tax computed at U.S. federal statutory rate
|
$
|
12,170
|
|
|
35.0
|
%
|
|
$
|
10,585
|
|
|
35.0
|
%
|
|
$
|
9,372
|
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
16
|
|
|
—
|
|
|
210
|
|
|
0.7
|
|
|
41
|
|
|
0.1
|
|
|||
Foreign tax rate differential
|
(4,336
|
)
|
|
(12.5
|
)
|
|
(3,800
|
)
|
|
(12.6
|
)
|
|
(3,645
|
)
|
|
(13.6
|
)
|
|||
Impact of foreign exchange rates on foreign income taxes
|
1,274
|
|
|
3.7
|
|
|
153
|
|
|
0.5
|
|
|
(72
|
)
|
|
(0.3
|
)
|
|||
Foreign tax credits
|
(146
|
)
|
|
(0.4
|
)
|
|
(123
|
)
|
|
(0.4
|
)
|
|
(498
|
)
|
|
(1.9
|
)
|
|||
Valuation allowance
|
—
|
|
|
—
|
|
|
(1,521
|
)
|
|
(5.0
|
)
|
|
388
|
|
|
1.4
|
|
|||
Research credit
|
(421
|
)
|
|
(1.2
|
)
|
|
(187
|
)
|
|
(0.6
|
)
|
|
(347
|
)
|
|
(1.3
|
)
|
|||
Spin-off costs
|
625
|
|
|
1.8
|
|
|
753
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|||
Other - net
|
(616
|
)
|
|
(1.8
|
)
|
|
(441
|
)
|
|
(1.5
|
)
|
|
17
|
|
|
0.2
|
|
|||
Total provision for income taxes
|
$
|
8,566
|
|
|
24.6
|
%
|
|
$
|
5,629
|
|
|
18.6
|
%
|
|
$
|
5,256
|
|
|
19.6
|
%
|
(Amounts in Thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance - July 1
|
$
|
792
|
|
|
$
|
965
|
|
|
$
|
870
|
|
Tax positions related to prior fiscal years:
|
|
|
|
|
|
|
|
|
|||
Additions
|
—
|
|
|
92
|
|
|
10
|
|
|||
Reductions
|
(792
|
)
|
|
—
|
|
|
—
|
|
|||
Tax positions related to current fiscal year:
|
|
|
|
|
|
|
|
|
|||
Additions
|
—
|
|
|
77
|
|
|
104
|
|
|||
Reductions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapses in statute of limitations
|
—
|
|
|
(342
|
)
|
|
(19
|
)
|
|||
Ending balance - June 30
|
$
|
—
|
|
|
$
|
792
|
|
|
$
|
965
|
|
Portion that, if recognized, would reduce tax expense and effective tax rate
|
$
|
—
|
|
|
$
|
565
|
|
|
$
|
772
|
|
|
As of June 30
|
||||||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Accrued Interest and Penalties:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
72
|
|
Penalties
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
55
|
|
•
|
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
|
|
1
|
|
Market - Quoted market prices
|
Derivative Assets: 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, considering counterparty credit risk
|
Trading securities: Mutual funds held in SERP
|
|
1
|
|
Market - Quoted market prices
|
Derivative Liabilities: 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 Electronics’ non-performance risk
|
|
June 30, 2015
|
||||||||||
(Amounts in Thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents
|
$
|
28,722
|
|
|
$
|
—
|
|
|
$
|
28,722
|
|
Derivatives: foreign exchange contracts
|
—
|
|
|
3,004
|
|
|
3,004
|
|
|||
Trading securities: mutual funds held in nonqualified SERP
|
5,813
|
|
|
—
|
|
|
5,813
|
|
|||
Total assets at fair value
|
$
|
34,535
|
|
|
$
|
3,004
|
|
|
$
|
37,539
|
|
Liabilities
|
|
|
|
|
|
||||||
Derivatives: foreign exchange contracts
|
$
|
—
|
|
|
$
|
2,318
|
|
|
$
|
2,318
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
2,318
|
|
|
$
|
2,318
|
|
|
June 30, 2014
|
||||||||||
(Amounts in Thousands)
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Derivatives: foreign exchange contracts
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
800
|
|
Trading securities: mutual funds held in nonqualified SERP
|
5,260
|
|
|
—
|
|
|
5,260
|
|
|||
Total assets at fair value
|
$
|
5,260
|
|
|
$
|
800
|
|
|
$
|
6,060
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|||
Derivatives: foreign exchange contracts
|
$
|
—
|
|
|
$
|
699
|
|
|
$
|
699
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
699
|
|
|
$
|
699
|
|
Non-recurring fair value adjustment
|
|
Level
|
|
Valuation Technique/Inputs Used
|
Impairment of assets held for sale (real estate)
|
|
3
|
|
Market - Estimated potential net selling price.
|
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 non-performance risk
|
The Effect of Derivative Instruments on Other Comprehensive Income (Loss)
|
||||||||||||||
|
|
|
|
June 30
|
||||||||||
(Amounts in Thousands)
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Amount of Pre-Tax Gain or (Loss) Recognized in Other Comprehensive Income (Loss) (OCI) on Derivatives (Effective Portion):
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$
|
3,806
|
|
|
$
|
73
|
|
|
$
|
1,206
|
|
|
June 30
|
||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
SERP investment - current asset
|
$
|
192
|
|
|
$
|
167
|
|
SERP investment - other long-term asset
|
5,621
|
|
|
5,093
|
|
||
Total SERP investment
|
$
|
5,813
|
|
|
$
|
5,260
|
|
SERP obligation - current liability
|
$
|
192
|
|
|
$
|
167
|
|
SERP obligation - other long-term liability
|
5,621
|
|
|
5,093
|
|
||
Total SERP obligation
|
$
|
5,813
|
|
|
$
|
5,260
|
|
|
June 30
|
||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
||||
Taxes
|
$
|
2,022
|
|
|
$
|
1,742
|
|
Compensation
|
15,547
|
|
|
18,488
|
|
||
Derivatives
|
2,318
|
|
|
699
|
|
||
Retirement plan
|
1,397
|
|
|
1,213
|
|
||
Insurance
|
741
|
|
|
1,598
|
|
||
Other expenses
|
4,520
|
|
|
2,862
|
|
||
Total accrued expenses
|
$
|
26,545
|
|
|
$
|
26,602
|
|
|
At or For the Year Ended June 30
|
||||||||||
(Amounts in Thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales:
|
|
|
|
|
|
||||||
United States
|
$
|
396,516
|
|
|
$
|
363,211
|
|
|
$
|
389,510
|
|
Germany
|
73,966
|
|
|
77,338
|
|
|
68,925
|
|
|||
China
|
127,761
|
|
|
67,665
|
|
|
46,794
|
|
|||
Other Foreign
|
221,107
|
|
|
233,316
|
|
|
197,900
|
|
|||
Total net sales
|
$
|
819,350
|
|
|
$
|
741,530
|
|
|
$
|
703,129
|
|
Long-Lived Assets:
|
|
|
|
|
|
||||||
United States
|
$
|
49,689
|
|
|
$
|
33,004
|
|
|
$
|
28,942
|
|
Poland
|
33,692
|
|
|
45,287
|
|
|
45,971
|
|
|||
China
|
16,676
|
|
|
12,174
|
|
|
10,069
|
|
|||
Other Foreign
|
11,092
|
|
|
9,113
|
|
|
8,877
|
|
|||
Total long-lived assets
|
$
|
111,149
|
|
|
$
|
99,578
|
|
|
$
|
93,859
|
|
(Amounts in thousands, except per share data)
|
Year Ended June 30
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Basic and Diluted Earnings Per Share:
|
|
|
|
|
|
||||||
Net Income
|
$
|
26,205
|
|
|
$
|
24,613
|
|
|
$
|
21,520
|
|
Basic weighted average common shares outstanding
|
29,162
|
|
|
29,143
|
|
|
29,143
|
|
|||
Dilutive effect of average outstanding performance shares
|
226
|
|
|
—
|
|
|
—
|
|
|||
Dilutive weighted average shares outstanding
|
29,388
|
|
|
29,143
|
|
|
29,143
|
|
|||
|
|
|
|
|
|
||||||
Earnings Per Share of Common Stock:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.90
|
|
|
$
|
0.84
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
0.89
|
|
|
$
|
0.84
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
Postemployment Benefits
|
|
|
||||||||||||
(Amounts in Thousands)
|
Foreign Currency Translation Adjustments
|
|
Derivative Gain (Loss)
|
|
Prior Service Costs
|
|
Net Actuarial Gain (Loss)
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance at June 30, 2013
|
$
|
1,038
|
|
|
$
|
(4,360
|
)
|
|
$
|
(59
|
)
|
|
$
|
105
|
|
|
$
|
(3,276
|
)
|
Other comprehensive income (loss) before reclassifications
|
3,887
|
|
|
44
|
|
|
—
|
|
|
(2
|
)
|
|
3,929
|
|
|||||
Reclassification to (earnings) loss
|
—
|
|
|
910
|
|
|
24
|
|
|
32
|
|
|
966
|
|
|||||
Net current-period other comprehensive income (loss)
|
$
|
3,887
|
|
|
$
|
954
|
|
|
$
|
24
|
|
|
$
|
30
|
|
|
$
|
4,895
|
|
Balance at June 30, 2014
|
$
|
4,925
|
|
|
$
|
(3,406
|
)
|
|
$
|
(35
|
)
|
|
$
|
135
|
|
|
$
|
1,619
|
|
Other comprehensive income (loss) before reclassifications
|
(14,038
|
)
|
|
3,579
|
|
|
—
|
|
|
394
|
|
|
(10,065
|
)
|
|||||
Reclassification to (earnings) loss
|
—
|
|
|
(3,730
|
)
|
|
17
|
|
|
(88
|
)
|
|
(3,801
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
(14,038
|
)
|
|
(151
|
)
|
|
17
|
|
|
306
|
|
|
(13,866
|
)
|
|||||
Balance at June 30, 2015
|
$
|
(9,113
|
)
|
|
$
|
(3,557
|
)
|
|
$
|
(18
|
)
|
|
$
|
441
|
|
|
$
|
(12,247
|
)
|
Reclassifications from Accumulated Other Comprehensive Income (Loss)
|
|
Fiscal Year Ended
|
|
Affected Line Item in the
Consolidated Statements of Income
|
||||||
|
June 30,
|
|
||||||||
(Amounts in Thousands)
|
|
2015
|
|
2014
|
|
|||||
Derivative Gain (Loss)
(1)
|
|
$
|
1,310
|
|
|
$
|
(1,024
|
)
|
|
Cost of Sales
|
|
|
2,997
|
|
|
(163
|
)
|
|
Non-operating income (expense), net
|
||
|
|
(577
|
)
|
|
277
|
|
|
Benefit (Provision) for Income Taxes
|
||
|
|
$
|
3,730
|
|
|
$
|
(910
|
)
|
|
Net of Tax
|
Postemployment Benefits:
|
|
|
|
|
|
|
||||
Amortization of Prior Service Costs
(2)
|
|
$
|
(18
|
)
|
|
$
|
(28
|
)
|
|
Cost of Sales
|
|
|
(10
|
)
|
|
(12
|
)
|
|
Selling and Administrative Expenses
|
||
|
|
11
|
|
|
16
|
|
|
Benefit (Provision) for Income Taxes
|
||
|
|
$
|
(17
|
)
|
|
$
|
(24
|
)
|
|
Net of Tax
|
|
|
|
|
|
|
|
||||
Amortization of Actuarial Gain (Loss)
(2)
|
|
$
|
88
|
|
|
$
|
(37
|
)
|
|
Cost of Sales
|
|
|
58
|
|
|
(16
|
)
|
|
Selling and Administrative Expenses
|
||
|
|
(58
|
)
|
|
21
|
|
|
Benefit (Provision) for Income Taxes
|
||
|
|
$
|
88
|
|
|
$
|
(32
|
)
|
|
Net of Tax
|
|
|
|
|
|
|
|
||||
Total Reclassifications for the Period
|
|
$
|
3,801
|
|
|
$
|
(966
|
)
|
|
Net of Tax
|
(a)
|
The following documents are filed as part of this report:
|
|
|
||
|
|
|
|
|
|
Schedules other than those listed above are omitted because they are either not required or not applicable, or the required information is presented in the Consolidated Financial Statements.
|
|
|
KIMBALL ELECTRONICS, INC.
|
|
|
|
|
By:
|
/s/ MICHAEL K. SERGESKETTER
|
|
|
Michael K. Sergesketter
|
|
|
Vice President,
|
|
|
Chief Financial Officer
|
|
|
August 28, 2015
|
|
|
/s/ DONALD D. CHARRON
|
|
|
Donald D. Charron
|
|
|
Chairman of the Board,
|
|
|
Chief Executive Officer
|
|
|
August 28, 2015
|
|
|
|
|
|
/s/ MICHAEL K. SERGESKETTER
|
|
|
Michael K. Sergesketter
|
|
|
Vice President,
|
|
|
Chief Financial Officer
|
|
|
August 28, 2015
|
|
|
|
|
|
/s/ MARK D. HODELL
|
|
|
Mark D. Hodell
|
|
|
Corporate Controller,
|
|
|
(functioning as Principal Accounting Officer)
|
|
|
August 28, 2015
|
Signature
|
|
Signature
|
|
|
|
CHRISTINE M. VUJOVICH *
|
|
GEOFFREY L. STRINGER *
|
Christine M. Vujovich
|
|
Geoffrey L. Stringer
|
Director
|
|
Director
|
|
|
|
THOMAS J. TISCHHAUSER *
|
|
CHRISTOPHER B. CURTIS *
|
Thomas J. Tischhauser
|
|
Christopher B. Curtis
|
Director
|
|
Director
|
|
|
|
GREGORY J. LAMPERT *
|
|
COLLEEN C. REPPLIER *
|
Gregory J. Lampert
|
|
Colleen C. Repplier
|
Director
|
|
Director
|
|
|
|
*
|
The undersigned does hereby sign this document on my behalf pursuant to powers of attorney duly executed and filed with the Securities and Exchange Commission, all in the capacities as indicated:
|
Date
|
|
|
August 28, 2015
|
|
/s/ DONALD D. CHARRON
|
|
|
Donald D. Charron
|
|
|
Chairman of the Board, Chief Executive Officer
|
|
|
|
Individually and as Attorney-In-Fact
|
Description
|
Balance at
Beginning
of Year
|
|
Additions (Reductions)
to Expense
|
|
Adjustments to Other
Accounts
|
|
Write-offs and
Recoveries
|
|
Balance at
End of
Year
|
|||||||||||||||
(Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation Allowances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-Term Receivables
|
|
$
|
352
|
|
|
|
$
|
(80
|
)
|
|
|
$
|
1
|
|
|
|
$
|
(37
|
)
|
|
|
$
|
236
|
|
Long-Term Deferred Tax Asset
|
|
$
|
92
|
|
|
|
$
|
—
|
|
|
|
$
|
(92
|
)
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Year Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation Allowances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-Term Receivables
|
|
$
|
750
|
|
|
|
$
|
(350
|
)
|
|
|
$
|
45
|
|
|
|
$
|
(93
|
)
|
|
|
$
|
352
|
|
Long-Term Deferred Tax Asset
|
|
$
|
1,613
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
(1,521
|
)
|
|
|
$
|
92
|
|
Year Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation Allowances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-Term Receivables
|
|
$
|
381
|
|
|
|
$
|
463
|
|
|
|
$
|
(120
|
)
|
|
|
$
|
26
|
|
|
|
$
|
750
|
|
Long-Term Deferred Tax Asset
|
|
$
|
1,224
|
|
|
|
$
|
409
|
|
|
|
$
|
—
|
|
|
|
$
|
(20
|
)
|
|
|
$
|
1,613
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
Separation and Distribution Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed November 3, 2014, File No. 001-36454)
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K/A filed October 23, 2014, File No. 001-36454)
|
3.2
|
|
Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 for the Company’s 2014 Stock Option and Incentive Plan filed on October 30, 2014, File No. 333-199728)
|
10.1
* +
|
|
Summary of Director and Named Executive Officer Compensation
|
10.2
*
|
|
Form of Annual Performance Share Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed May 12, 2015, File No. 001-36454)
|
10.3
*
|
|
Form of Employment Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 2, 2015, File No. 001-36454)
|
10.4
*
|
|
Form of Annual and/or Long-Term Performance Share Award Amendment (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 3, 2014, File No. 001-36454)
|
10.5
*
|
|
2014 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 for the Company’s 2014 Stock Option and Incentive Plan filed on October 30, 2014, File No. 333-199728)
|
10.6
*
|
|
Form of Long-Term Performance Share Award Agreement, to be used for Long-Term Performance Share Awards granted prior to June 29, 2015 (Incorporated by reference to Exhibit 10.3 of Amendment 3 to the Company’s Form 10 filed on September 4, 2014, File No. 001-36454)
|
10.7
|
|
Tax Matters Agreement by and among Kimball International, Inc. and Kimball Electronics, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 3, 2014, File No. 001-36454)
|
10.8
|
|
Employee Matters Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed November 3, 2014, File No. 001-36454)
|
10.9
|
|
Transition Services Agreement by and between Kimball International, Inc. and Kimball Electronics, Inc. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed November 3, 2014, File No. 001-36454)
|
10.10
|
|
Credit Agreement among Kimball Electronics, Inc., the Lenders Party Hereto, and JPMorgan Chase Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed November 3, 2014, File No. 001-36454)
|
10.11
* +
|
|
Form of Long-Term Performance Share Award Agreement, as amended June 29, 2015, to be used for Long-Term Performance Share Awards granted on or subsequent to June 29, 2015
|
10.12
*
|
|
Description of the Kimball Electronics, Inc. 2014 Profit Sharing Incentive Bonus Plan (Incorporated by reference to Exhibit 10.10 of Amendment 4 to the Company’s Form 10 filed on September 30, 2014, File No. 001-36454)
|
10.13
*
|
|
Kimball Electronics, Inc. Supplemental Employee Retirement Plan (“SERP”) (Incorporated by reference to Exhibit 10.8 of Amendment 3 to the Company’s Form 10 filed on September 4, 2014, File No. 001-36454)
|
21
+
|
|
Subsidiaries of the Registrant
|
23
+
|
|
Consent of Independent Registered Public Accounting Firm
|
24
+
|
|
Power of Attorney
|
31.1
+
|
|
Certification filed by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
+
|
|
Certification filed by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
+ ^
|
|
Certification furnished by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
+ ^
|
|
Certification furnished by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
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
|
Donald D. Charron, Chairman of the Board, Chief Executive Officer
|
$
|
642,876
|
|
John H. Kahle, Vice President, General Counsel and Secretary
|
$
|
397,800
|
|
Steven T. Korn, Vice President, North American Operations
|
$
|
288,132
|
|
Michael K. Sergesketter, Vice President, Chief Financial Officer
|
$
|
262,704
|
|
Christopher J. Thyen, Vice President, Business Development
|
$
|
265,668
|
|
Donald D. Charron, Chairman of the Board, Chief Executive Officer
|
$
|
496,008
|
|
John H. Kahle, Vice President, General Counsel and Secretary
|
$
|
312,120
|
|
Steven T. Korn, Vice President, North American Operations
|
$
|
228,160
|
|
Michael K. Sergesketter, Vice President, Chief Financial Officer
|
$
|
204,973
|
|
Christopher J. Thyen, Vice President, Business Development
|
$
|
208,817
|
|
|
|
LTPS Award
(number of shares)
|
|
Donald D. Charron, Chairman of the Board, Chief Executive Officer
|
|
50,228
|
|
John H. Kahle, Vice President, General Counsel and Secretary
|
|
38,231
|
|
Steven T. Korn, Vice President, North American Operations
|
|
10,711
|
|
Michael K. Sergesketter, Vice President, Chief Financial Officer
|
|
10,385
|
|
Christopher J. Thyen, Vice President, Business Development
|
|
10,423
|
|
▪
|
Death
|
▪
|
Permanent Disability
|
▪
|
Retirement after attaining the minimum retirement age under the governmental retirement system for the applicable country (age 62 in the U.S.)
|
▪
|
Determination of Ineligibility by the Company
|
▪
|
Numerator = number of months in the current fiscal year that the Recipient was a full time and eligible employee, including the month in which the termination of employment or eligibility ends, which shall be considered a full month.
|
▪
|
Denominator = 12 months.
|
By:
|
/s/ JOHN H. KAHLE
|
|
By:
|
|
|
The Company
|
|
|
Recipient
|
|
John H. Kahle
|
|
|
|
|
Vice President,
|
|
|
|
|
General Counsel, Secretary
|
|
|
|
|
Kimball Electronics, Inc.
|
|
|
|
|
Jurisdiction of Incorporation
|
|
Percent of Voting Stock Owned By the Registrant
|
Kimball Electronics Group, LLC
|
Indiana
|
|
100%
|
Kimball Electronics (Thailand) Limited
|
Thailand
|
|
100%
|
Kimball Electronics Poland Sp. z o.o.
|
Poland
|
|
100%
|
Kimball Electronics (Nanjing) Co., Ltd.
|
China
|
|
100%
|
Kimball Electronics Tampa, Inc.
|
Florida
|
|
100%
|
Kimball Electronics Mexico, Inc.
|
Texas
|
|
100%
|
Kimball Electronics Netherlands B.V.
|
Netherlands
|
|
100%
|
/s/ Deloitte & Touche LLP
|
DELOITTE & TOUCHE LLP
|
Indianapolis, Indiana
|
August 28, 2015
|
/s/ Christopher B. Curtis
|
/s/ Gregory J. Lampert
|
Christopher B. Curtis
|
Gregory J. Lampert
|
|
|
/s/ Colleen C. Repplier
|
/s/ Geoffrey L. Stringer
|
Colleen C. Repplier
|
Geoffrey L. Stringer
|
|
|
/s/ Thomas J. Tischhauser
|
/s/ Christine M. Vujovich
|
Thomas J. Tischhauser
|
Christine M. Vujovich
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Kimball Electronics, 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)) 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)
|
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
|
(c)
|
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:
|
August 28, 2015
|
|
|
|
/s/ DONALD D. CHARRON
|
|
|
DONALD D. CHARRON
Chairman of the Board,
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Kimball Electronics, 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)) 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)
|
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
|
(c)
|
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:
|
August 28, 2015
|
|
|
|
/s/ MICHAEL K. SERGESKETTER
|
|
|
MICHAEL K. SERGESKETTER
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:
|
August 28, 2015
|
|
|
|
/s/ DONALD D. CHARRON
|
|
|
DONALD D. CHARRON
Chairman of the Board,
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:
|
August 28, 2015
|
|
|
|
/s/ MICHAEL K. SERGESKETTER
|
|
|
MICHAEL K. SERGESKETTER
Vice President,
Chief Financial Officer
|