KIMBALL ELECTRONICS, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number
001-36454
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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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Not Applicable
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Former name, former address and former fiscal year, if changed since last report
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
x
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
(Do not check if a smaller reporting company) Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
o
No
x
The number of shares outstanding of the Registrant’s common stock as of
October 28, 2015
was
29,352,209
shares.
KIMBALL ELECTRONICS, INC.
FORM 10-Q
INDEX
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Page No.
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PART I FINANCIAL INFORMATION
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PART II OTHER INFORMATION
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2
KIMBALL ELECTRONICS, INC.
(Amounts in Thousands, Except for Share Data)
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(Unaudited)
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|||||
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September 30,
2015 |
June 30,
2015 |
||||||
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ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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52,683
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$
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65,180
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Receivables, net of allowances of $164 and $236, respectively
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132,363
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139,892
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Inventories
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132,566
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125,198
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Prepaid expenses and other current assets
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24,126
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23,922
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Total current assets
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341,738
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354,192
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Property and Equipment, net of accumulated depreciation of $153,406 and $151,504, respectively
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112,940
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106,779
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Goodwill
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2,564
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2,564
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Other Intangible Assets, net of accumulated amortization of $25,165 and $24,952, respectively
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5,033
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4,509
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Other Assets
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14,085
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15,213
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Total Assets
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$
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476,360
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$
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483,257
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LIABILITIES AND SHARE OWNERS
’
EQUITY
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Current Liabilities:
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Accounts payable
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$
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127,450
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$
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133,409
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Accrued expenses
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21,858
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26,545
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Total current liabilities
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149,308
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159,954
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Other long-term liabilities
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10,827
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10,854
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Total Liabilities
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160,135
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170,808
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Share Owners’ Equity:
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Preferred stock-no par value
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Shares authorized: 15,000,000
Shares issued: none
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—
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—
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Common stock-no par value
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Shares authorized: 150,000,000
Shares issued: 29,430,000 and 29,172,000, respectively
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—
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—
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Additional paid-in capital
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299,761
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298,491
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Retained earnings
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30,680
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26,205
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Accumulated other comprehensive loss
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(13,319
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)
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(12,247
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)
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Treasury stock, at cost:
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Shares: 78,000 and none, respectively
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(897
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)
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—
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Total Share Owners’ Equity
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316,225
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312,449
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Total Liabilities and Share Owners’ Equity
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$
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476,360
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$
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483,257
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3
KIMBALL ELECTRONICS, INC.
(Amounts in Thousands, Except for Per Share Data)
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Three Months Ended
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September 30
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(Unaudited)
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2015
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2014
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Net Sales
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$
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200,418
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$
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203,803
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Cost of Sales
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185,138
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185,900
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Gross Profit
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15,280
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17,903
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Selling and Administrative Expenses
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8,359
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10,116
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Operating Income
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6,921
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7,787
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Other Income (Expense):
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Interest income
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12
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4
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Interest expense
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(1
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)
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(4
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)
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Non-operating income (expense), net
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(677
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)
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(497
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)
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Other income (expense), net
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(666
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)
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(497
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)
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Income Before Taxes on Income
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6,255
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7,290
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Provision for Income Taxes
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1,780
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1,899
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Net Income
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$
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4,475
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$
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5,391
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Earnings Per Share of Common Stock:
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Basic
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$
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0.15
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$
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0.18
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Diluted
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$
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0.15
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$
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0.18
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Average Number of Shares Outstanding:
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Basic
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29,292
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29,143
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Diluted
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29,349
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29,143
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4
KIMBALL ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
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Three Months Ended
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Three Months Ended
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September 30, 2015
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September 30, 2014
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(Unaudited)
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Pre-tax
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Tax
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Net of Tax
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Pre-tax
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Tax
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Net of Tax
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Net income
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$
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4,475
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$
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5,391
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Other comprehensive income (loss):
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Foreign currency translation adjustments
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$
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224
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$
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—
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$
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224
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$
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(5,586
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)
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$
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—
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$
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(5,586
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)
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Postemployment severance actuarial change
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114
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(44
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)
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70
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107
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(40
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)
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67
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Derivative gain (loss)
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(2,506
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)
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697
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(1,809
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)
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2,231
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(354
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)
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1,877
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Reclassification to (earnings) loss:
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Derivatives
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778
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(315
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)
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463
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(1,354
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)
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271
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(1,083
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)
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Amortization of prior service costs
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28
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(10
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)
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18
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10
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(4
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)
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6
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Amortization of actuarial change
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(63
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)
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25
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(38
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(4
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1
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(3
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Other comprehensive income (loss)
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$
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(1,425
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)
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$
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353
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$
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(1,072
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)
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$
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(4,596
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)
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$
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(126
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)
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$
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(4,722
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)
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Total comprehensive income
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$
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3,403
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$
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669
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5
KIMBALL ELECTRONICS, INC.
(Amounts in Thousands)
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Three Months Ended
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September 30
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(Unaudited)
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2015
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2014
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Cash Flows From Operating Activities:
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Net income
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$
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4,475
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$
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5,391
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Adjustments to reconcile net income to net cash used for operating activities:
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Depreciation and amortization
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4,885
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4,794
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Gain on sales of assets
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(139
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)
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(27
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)
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Deferred income tax and other deferred charges
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3,318
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(743
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)
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Stock-based compensation
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1,147
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1,524
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Excess tax benefits from stock-based compensation
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(203
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)
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—
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Other, net
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(28
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)
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81
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Change in operating assets and liabilities:
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Receivables
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5,941
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(8,834
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)
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Inventories
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(7,175
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)
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(5,615
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)
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Prepaid expenses and other current assets
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(2,671
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)
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(1,160
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)
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Accounts payable
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(4,231
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)
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4,690
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Accrued expenses
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(5,848
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)
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(4,606
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)
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Net cash used for operating activities
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(529
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)
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(4,505
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)
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Cash Flows From Investing Activities:
|
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Capital expenditures
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(10,552
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)
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(7,677
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)
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Proceeds from sales of assets
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149
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95
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Purchases of capitalized software
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(735
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)
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(186
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)
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Other, net
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24
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49
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Net cash used for investing activities
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(11,114
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)
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(7,719
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)
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Cash Flows From Financing Activities:
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|||||||
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Excess tax benefits from stock-based compensation
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203
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—
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Repurchase of employee shares for tax withholding
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(897
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)
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—
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Net transfers from Kimball International, Inc.
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—
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7,827
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Net cash (used for) provided by financing activities
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(694
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)
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7,827
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Effect of Exchange Rate Change on Cash and Cash Equivalents
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(160
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)
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(1,162
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)
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Net Decrease in Cash and Cash Equivalents
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(12,497
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)
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(5,559
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)
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Cash and Cash Equivalents at Beginning of Period
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65,180
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26,260
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Cash and Cash Equivalents at End of Period
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$
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52,683
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$
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20,701
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Supplemental Disclosure of Cash Flow Information
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Cash paid during the period for:
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Income taxes
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$
|
2,258
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$
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1,915
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Interest expense
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$
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1
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$
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4
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6
KIMBALL ELECTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Business Description:
Kimball Electronics, Inc. (also referred to herein as “Kimball Electronics”, the “Company”, “we”, “us” or “our”) is a global contract electronic manufacturing services (“EMS”) company that specializes in producing durable electronics for the automotive, medical, industrial, and public safety markets. We offer a package of value that begins with our core competency of producing “durable electronics” and includes our set of robust processes and procedures that help us ensure that we deliver the highest levels of quality, reliability, and service throughout the entire life cycle of our customers’ products. We have been producing safety critical electronic assemblies for our automotive customers for over 30 years. We are well recognized by customers and industry trade publications for our excellent quality, reliability, and innovative service.
Kimball Electronics, Inc. was a wholly owned subsidiary of Kimball International, Inc. (“former Parent” or “Kimball International”) and on October 31, 2014 became a stand-alone public company upon the completion of a spin-off from former Parent. In conjunction with the spin-off, Kimball International distributed
29.1 million
shares of Kimball Electronics common stock to Kimball International Share Owners. Holders of Kimball International common stock received three shares of Kimball Electronics common stock for every four shares of Kimball International common stock held on October 22, 2014. Kimball International structured the distribution to be tax free to its U.S. Share Owners for U.S. federal income tax purposes.
Basis of Presentation:
The Condensed Consolidated Financial Statements presented herein reflect the consolidated financial position as of
September 30, 2015
and
June 30, 2015
and results of operations and cash flows for the
three
months ended
September 30, 2015
and
2014
. The financial data presented herein is unaudited and should be read in conjunction with the annual Consolidated Financial Statements as of and for the year ended June 30, 2015 and related notes thereto included in our Annual Report on Form 10-K. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted, although we believe that the disclosures are adequate to make the information presented not misleading. Intercompany transactions and balances have been eliminated. Management believes the financial statements include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly the financial statements for the interim periods. The results of operations for the interim periods shown in this report are not necessarily indicative of results for any future interim period or for the entire fiscal year.
The Condensed Consolidated Financial Statements include allocations from former Parent for direct costs and indirect costs attributable to the operations of the Company for the three months ended September 30, 2014. These allocations were made on a direct usage or cost incurred basis when appropriate, with the remainder allocated using various drivers including average capital deployed, payroll, revenue less material costs, headcount, or other measures. While we believe such allocations are reasonable, these financial statements do not purport to reflect what the results of operations, comprehensive income, or cash flows would have been had the Company operated as a stand-alone public company for the three months ended September 30, 2014.
Note 2 - Related Party Transactions
of Notes to Condensed Consolidated Financial Statements provides information regarding direct and indirect cost allocations.
Notes Receivable and Trade Accounts Receivable:
Notes receivable and trade accounts receivable are recorded per the terms of the agreement or sale, and accrued interest is recognized when earned. We determine on a case-by-case basis the cessation of accruing interest, the resumption of accruing interest, the method of recording payments received on nonaccrual receivables, and the delinquency status for our limited number of notes receivable.
Our policy for estimating the allowance for credit losses on trade accounts receivable and notes receivable includes analysis of such items as aging, credit worthiness, payment history, and historical bad debt experience. Management uses these specific analyses in conjunction with an evaluation of the general economic and market conditions to determine the final allowance for credit losses on the trade accounts receivable and notes receivable. Trade accounts receivable and notes receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. Our limited amount of notes receivable allows management to monitor the risks, credit quality indicators, collectability, and probability of impairment on an individual basis. Adjustments to the allowance for credit losses are recorded in Selling and Administrative Expenses.
7
In the ordinary course of business, customers periodically negotiate extended payment terms on trade accounts receivable. Customary terms require payment within
30
to
45
days, with any terms beyond
45
days being considered extended payment terms. We may utilize accounts receivable factoring arrangements with third-party financial institutions in order to extend terms for the customer without negatively impacting our cash flow. These arrangements in all cases do not contain recourse provisions which would obligate us in the event of our customers’ failure to pay. Receivables are considered sold when they are transferred beyond the reach of Kimball Electronics and its creditors, the purchaser has the right to pledge or exchange the receivables, and we have surrendered control over the transferred receivables. In the
three
months ended
September 30, 2015
and
2014
, respectively, we sold, without recourse,
$30.1 million
and
$30.8 million
of accounts receivable. Factoring fees were not material.
The Company’s China operation, in limited circumstances, may receive banker’s acceptance drafts from customers as payment for their trade accounts receivable. The banker’s acceptance drafts are non-interest bearing and primarily mature within six months from the origination date. The Company has the ability to sell the drafts at a discount or transfer the drafts in settlement of current accounts payable prior to the scheduled maturity date. These drafts, which totaled
$1.1 million
at September 30, 2015 and
$4.3 million
at June 30, 2015, are reflected in the Receivables line on the Condensed Consolidated Balance Sheets until the banker’s drafts are sold at a discount, transferred in settlement of current accounts payable, or cash is received at maturity.
Non-operating Income (Expense), net:
The Non-operating income (expense), net line item includes the impact of such items as foreign currency rate movements and related derivative gain or loss, fair value adjustments on supplemental employee retirement plan (“SERP”) investments, bank charges, and other miscellaneous non-operating income and expense items that are not directly related to operations. The loss on SERP investments is offset by a change in the SERP liability that is recognized in Selling and Administrative Expenses.
Components of Non-operating income (expense), net:
|
|
Three Months Ended
|
|||||||
|
|
September 30
|
|||||||
|
(Amounts in Thousands)
|
2015
|
2014
|
||||||
|
Foreign currency/derivative loss
|
$
|
(224
|
)
|
$
|
(327
|
)
|
||
|
Loss on supplemental employee retirement plan investments
|
(454
|
)
|
(93
|
)
|
||||
|
Other
|
1
|
|
(77
|
)
|
||||
|
Non-operating income (expense), net
|
$
|
(677
|
)
|
$
|
(497
|
)
|
||
Income Taxes:
In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate which is based on expected annual income, statutory tax rates, and available tax planning opportunities in the various jurisdictions in which we operate. Unusual or infrequently occurring items are separately recognized in the quarter in which they occur.
“Emerging Growth Company” Reporting Requirements:
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as a company is deemed to be an “emerging growth company,” it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).
Section 107 of the JOBS Act also provides that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
For further information regarding our status as an “emerging growth company,” refer to our Annual Report on Form 10-K for the year ended June 30, 2015.
8
New Accounting Standards:
In July 2015, the Financial Accounting Standards Board (“FASB”) issued guidance on Simplifying the Measurement of Inventory. The guidance amends the subsequent measurement of inventory from the lower of cost or market to the lower of cost and net realizable value. Under the current guidance, market value could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. Within the scope of the new guidance, an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for our fiscal year 2018 financial statements. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.
In April 2015, the FASB issued guidance to customers of cloud computing arrangements about whether an arrangement includes a software license. If a software license exists in the arrangement, the guidance requires the software license element of the arrangement to be accounted for consistently with the acquisition of other software licenses by the customer. Otherwise, the customer should account for the arrangement as a service contract. The guidance is effective for our fiscal year 2017 financial statements using either of two acceptable adoption methods: (i) retrospective adoption; or (ii) prospective adoption to all arrangements entered into or materially modified after the effective date. We are currently evaluating the impact of the adoption of this guidance on our financial statements.
In June 2014, the FASB provided explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The guidance will be applied prospectively for our first quarter fiscal year 2017 financial statements. We do not expect the adoption to have a material effect on our financial statements.
In May 2014, the FASB issued guidance on the recognition of revenue from contracts with customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued additional guidance deferring the effective date for one year while allowing entities the option to adopt one year early. The guidance is effective for our fiscal year 2020 financial statements using either of two acceptable adoption methods: (i) retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients; or (ii) adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. We have not yet selected a transition method nor determined the effect of this guidance on our consolidated financial statements.
In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. Under the new guidance, a disposal that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results is a discontinued operation. The new guidance requires expanded disclosures that will provide more information about the assets, liabilities, income, and expenses of discontinued operations, and also requires disclosures of significant disposals that do not qualify for discontinued operations reporting. The guidance is effective for our fiscal year 2016 annual financial statements. As we currently do not have discontinued operations or had any significant disposals during the period ended
September 30, 2015
, we do not expect the adoption to have a material effect on our financial statements.
9
Services Provided by Kimball International, Inc.:
Prior to the spin-off on October 31, 2014, Kimball Electronics operated as a reportable segment within Kimball International. The Condensed Consolidated Financial Statements include allocations of general corporate expenses from former Parent including, but not limited to, spin-off costs, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, and other shared services. The allocations were primarily made using various drivers including average capital deployed, payroll, revenue less material costs, headcount, or other measures, with the remainder allocated on a direct usage or cost incurred basis when appropriate. Former Parent charged us for such services and indirect general and corporate overhead expenses of approximately
$3.0 million
for the three months ended
September 30, 2014
. Additionally, former Parent charged us approximately
$1.7 million
for the three months ended
September 30, 2014
for corporate incentive plan expenses, including stock-based compensation. These costs are primarily included in Selling and Administrative Expenses.
We consider the basis on which the expenses were allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us through the spin-off date. The allocations may not, however, reflect the expense we would have incurred as an independent, publicly traded company for the period ended
September 30, 2014
.
Taxes:
The Company entered into a Tax Matters Agreement with former Parent that governs the Company’s rights and obligations after the spin-off with respect to tax liabilities and benefits, tax attributes, tax contests, and other tax sharing regarding income taxes, other tax matters, and related tax returns. The Company will continue to have joint and several liabilities with former Parent with the IRS and certain U.S. state tax authorities for U.S. federal income and state taxes for the taxable periods in which the Company was a part of former Parent’s consolidated group. The tax matters agreement specifies the portion, if any, of this liability for which the Company bears responsibility, and former Parent has agreed to indemnify the Company against any amounts for which the Company is not responsible. As of
September 30, 2015
and
June 30, 2015
, the Company has a receivable from Kimball International recorded for
$0.8 million
, of which
$0.6 million
is a long-term receivable and was recorded in Other Assets on the Condensed Consolidated Balance Sheets, relating to benefits from federal and state research and development tax credits.
Cash Management:
For purposes of the historical Condensed Consolidated Financial Statements, former Parent did not allocate to us the cash and cash equivalents held at former Parent’s corporate level prior to the spin-off. Our cash balance prior to the spin-off primarily represented cash held by international entities at the local level. In connection with the spin-off, net distributions of cash were made from former Parent to us of
$44.3 million
on or around October 31, 2014. We began operations as an independent company with approximately
$63 million
of cash, including cash held by our foreign facilities.
Inventories are valued using the lower of first-in, first-out (FIFO) cost or market value. Inventory components were as follows:
|
(Amounts in Thousands)
|
September 30, 2015
|
June 30,
2015 |
|||||
|
Finished products
|
$
|
18,592
|
|
$
|
21,415
|
|
|
|
Work-in-process
|
13,683
|
|
13,029
|
|
|||
|
Raw materials
|
100,291
|
|
90,754
|
|
|||
|
Total inventory
|
$
|
132,566
|
|
$
|
125,198
|
|
|
10
During the
three
months ended
September 30, 2015
and
2014
, the changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as follows:
|
Accumulated Other Comprehensive Income (Loss)
|
Postemployment Benefits
|
||||||||||||||||||
|
(Amounts in Thousands)
|
Foreign Currency Translation Adjustments
|
Derivative Gain (Loss)
|
Prior Service Costs
|
Net Actuarial Gain
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||||
|
Balance at June 30, 2015
|
$
|
(9,113
|
)
|
$
|
(3,557
|
)
|
$
|
(18
|
)
|
$
|
441
|
|
$
|
(12,247
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications
|
224
|
|
(1,809
|
)
|
—
|
|
70
|
|
(1,515
|
)
|
|||||||||
|
Reclassification to (earnings) loss
|
—
|
|
463
|
|
18
|
|
(38
|
)
|
443
|
|
|||||||||
|
Net current-period other comprehensive income (loss)
|
224
|
|
(1,346
|
)
|
|
18
|
|
|
32
|
|
(1,072
|
)
|
|||||||
|
Balance at September 30, 2015
|
$
|
(8,889
|
)
|
$
|
(4,903
|
)
|
$
|
—
|
|
$
|
473
|
|
$
|
(13,319
|
)
|
||||
|
Balance at June 30, 2014
|
$
|
4,925
|
|
$
|
(3,406
|
)
|
$
|
(35
|
)
|
$
|
135
|
|
$
|
1,619
|
|
||||
|
Other comprehensive income (loss) before reclassifications
|
(5,586
|
)
|
1,877
|
|
—
|
|
67
|
|
(3,642
|
)
|
|||||||||
|
Reclassification to (earnings) loss
|
—
|
|
(1,083
|
)
|
6
|
|
(3
|
)
|
(1,080
|
)
|
|||||||||
|
Net current-period other comprehensive income (loss)
|
(5,586
|
)
|
794
|
|
6
|
|
64
|
|
(4,722
|
)
|
|||||||||
|
Balance at September 30, 2014
|
$
|
(661
|
)
|
$
|
(2,612
|
)
|
$
|
(29
|
)
|
$
|
199
|
|
$
|
(3,103
|
)
|
||||
11
The following reclassifications were made from Accumulated Other Comprehensive Income (Loss) to the Condensed Consolidated Statements of Income:
|
Reclassifications from Accumulated Other Comprehensive Income (Loss)
|
Three Months Ended
|
Affected Line Item in the Condensed Consolidated Statements of Income
|
|||||||||
|
September 30
|
|||||||||||
|
(Amounts in Thousands)
|
2015
|
2014
|
|||||||||
|
Derivative gain (loss)
(1)
|
$
|
(777
|
)
|
$
|
206
|
|
Cost of Sales
|
||||
|
(1
|
)
|
1,148
|
|
Non-operating income (expense), net
|
|||||||
|
315
|
|
(271
|
)
|
Benefit (Provision) for Income Taxes
|
|||||||
|
$
|
(463
|
)
|
$
|
1,083
|
|
Net of Tax
|
|||||
|
Postemployment Benefits:
|
|||||||||||
|
Amortization of prior service costs
(2)
|
$
|
(16
|
)
|
$
|
(7
|
)
|
Cost of Sales
|
||||
|
(12
|
)
|
(3
|
)
|
Selling and Administrative Expenses
|
|||||||
|
10
|
|
4
|
|
Benefit (Provision) for Income Taxes
|
|||||||
|
$
|
(18
|
)
|
$
|
(6
|
)
|
Net of Tax
|
|||||
|
Amortization of actuarial gain (loss)
(2)
|
$
|
36
|
|
$
|
3
|
|
Cost of Sales
|
||||
|
27
|
|
1
|
|
Selling and Administrative Expenses
|
|||||||
|
(25
|
)
|
(1
|
)
|
Benefit (Provision) for Income Taxes
|
|||||||
|
$
|
38
|
|
$
|
3
|
|
Net of Tax
|
|||||
|
Total reclassifications for the period
|
$
|
(443
|
)
|
$
|
1,080
|
|
Net of Tax
|
||||
Amounts in parentheses indicate reductions to income.
(1) See
Note 7 - Derivative Instruments
of Notes to Condensed Consolidated Financial Statements for further information on derivative instruments.
(2) See
Note 9 - Postemployment Benefits
of Notes to Condensed Consolidated Financial Statements for further information on postemployment benefit plans.
Standby letters of credit are issued to third-party suppliers, lessors, and insurance institutions and can only be drawn upon in the event of the Company’s failure to pay its obligations to a beneficiary. As of
September 30, 2015
, we had a maximum financial exposure from unused standby letters of credit totaling
$0.3 million
. We are not aware of circumstances that would require us to perform under any of these arrangements and believe that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect our Condensed Consolidated Financial Statements. Accordingly,
no
liability has been recorded as of
September 30, 2015
with respect to the standby letters of credit. The Company also may enter into commercial letters of credit to facilitate payments to vendors and from customers.
The Company’s China operation, in limited circumstances, receives banker’s acceptance drafts from customers as settlement for their trade accounts receivable. We in turn may transfer the acceptance drafts to a supplier of ours in settlement of current accounts payable. These drafts contain certain recourse provisions afforded to the transferee under laws of The Peoples Republic of China. If a transferee were to exercise its available recourse rights, our China operation would be required to satisfy the obligation with the transferee and the draft would revert back to our China operation. At
September 30, 2015
, the drafts
12
transferred and outstanding totaled
$2.2 million
. No transferee has exercised their recourse rights against us. For additional information on banker’s acceptance drafts, see
Note 1 – Business Description and Summary of Significant Accounting Policies
of Notes to Condensed Consolidated Financial Statements.
We maintain a provision for limited warranty repair or replacement of products manufactured and sold, which has been established in specific manufacturing contract agreements. We estimate product warranty liability at the time of sale based on historical repair or replacement cost trends in conjunction with the length of the warranty offered. Management refines the warranty liability periodically based on changes in historical cost trends and in certain cases where specific warranty issues become known.
Changes in the product warranty accrual for the
three
months ended
September 30, 2015
and
2014
were as follows:
|
Three Months Ended
|
|||||||
|
September 30
|
|||||||
|
(Amounts in Thousands)
|
2015
|
2014
|
|||||
|
Product warranty liability at the beginning of the period
|
$
|
621
|
|
$
|
911
|
|
|
|
Additions to warranty accrual (including changes in estimates)
|
(77
|
)
|
51
|
|
|||
|
Settlements made (in cash or in kind)
|
(42
|
)
|
(395
|
)
|
|||
|
Product warranty liability at the end of the period
|
$
|
502
|
|
$
|
567
|
|
|
The Company categorizes assets and liabilities measured at fair value into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas level 3 generally requires significant management judgment. The three levels are defined as follows:
|
•
|
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.
|
Our policy is to recognize transfers between these levels as of the end of each quarterly reporting period. There were
no
transfers between these levels during the
three
months ended
September 30, 2015
. There were also no changes in the inputs or valuation techniques used to measure fair values during the
three
months ended
September 30, 2015
.
Financial Instruments Recognized at Fair Value:
The following methods and assumptions were used to measure fair value:
|
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 by nonqualified supplemental employee retirement plan (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
|
||
13
Recurring Fair Value Measurements:
As of
September 30, 2015
and
June 30, 2015
, the fair values of financial assets and liabilities that are measured at fair value on a recurring basis using the market approach are categorized as follows:
|
|
September 30, 2015
|
|||||||||||
|
(Amounts in Thousands)
|
Level 1
|
Level 2
|
Total
|
|||||||||
|
Assets
|
|
|
|
|||||||||
|
Cash equivalents
|
$
|
25,714
|
|
$
|
—
|
|
$
|
25,714
|
|
|||
|
Derivatives: foreign exchange contracts
|
—
|
|
1,008
|
|
1,008
|
|
||||||
|
Trading securities: mutual funds held in nonqualified SERP
|
5,563
|
|
—
|
|
5,563
|
|
||||||
|
Total assets at fair value
|
$
|
31,277
|
|
$
|
1,008
|
|
$
|
32,285
|
|
|||
|
Liabilities
|
|
|
|
|
|
|
||||||
|
Derivatives: foreign exchange contracts
|
$
|
—
|
|
$
|
3,633
|
|
$
|
3,633
|
|
|||
|
Total liabilities at fair value
|
$
|
—
|
|
$
|
3,633
|
|
$
|
3,633
|
|
|||
|
|
|
|
|
|
|
|
||||||
|
|
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
|
|
|||
We had no Level 3 assets or liabilities during the
three
months ended
September 30, 2015
.
Nonqualified supplemental employee retirement plan (SERP) assets consist primarily of equity funds, balanced funds, a bond fund, and a money market fund. The SERP investment assets are offset by a SERP liability which represents Kimball Electronics’ obligation to distribute SERP funds to participants. See
Note 8 - Investments
of Notes to Condensed Consolidated Financial Statements for further information regarding the SERP.
Financial Instruments Not Carried At Fair Value:
Financial instruments that are not reflected in the Condensed Consolidated Balance Sheets at fair value that have carrying amounts which approximate fair value include the following:
|
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 carrying value of our cash deposit accounts, trade accounts receivable, and trade accounts payable approximates fair value due to the relatively short maturity and immaterial non-performance risk.
14
Foreign Exchange Contracts:
We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of business. Our primary means of managing this exposure is to utilize natural hedges, such as aligning currencies used in the supply chain with the sale currency. To the extent natural hedging techniques do not fully offset currency risk, we use derivative instruments with the objective of reducing the residual exposure to certain foreign currency rate movements. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed to, and the availability, effectiveness, and cost of derivative instruments. Derivative instruments are only utilized for risk management purposes and are not used for speculative or trading purposes.
We use forward contracts designated as cash flow hedges to protect against foreign currency exchange rate risks inherent in forecasted transactions denominated in a foreign currency. Foreign exchange contracts are also used to hedge against foreign currency exchange rate risks related to intercompany balances denominated in currencies other than the functional currencies. As of
September 30, 2015
, we had outstanding foreign exchange contracts to hedge currencies against the U.S. dollar in the aggregate notional amount of
$33.7 million
and to hedge currencies against the Euro in the aggregate notional amount of
53.8 million
Euro. The notional amounts are indicators of the volume of derivative activities but may not be indicators of the potential gain or loss on the derivatives.
In limited cases due to unexpected changes in forecasted transactions, cash flow hedges may cease to meet the criteria to be designated as cash flow hedges. Depending on the type of exposure hedged, we may either purchase a derivative contract in the opposite position of the undesignated hedge or may retain the hedge until it matures if the hedge continues to provide an adequate offset in earnings against the currency revaluation impact of foreign currency denominated liabilities.
The fair value of outstanding derivative instruments is recognized on the balance sheet as a derivative asset or liability. When derivatives are settled with the counterparty, the derivative asset or liability is relieved and cash flow is impacted for the net settlement. For derivative instruments that meet the criteria of hedging instruments under FASB guidance, the effective portions of the gain or loss on the derivative instrument are initially recorded net of related tax effect in Accumulated Other Comprehensive Income (Loss), a component of Share Owners’ Equity, and are subsequently reclassified into earnings in the period or periods during which the hedged transaction is recognized in earnings. The ineffective portion of the derivative gain or loss is reported in the Non-operating income (expense), net line item on the Condensed Consolidated Statements of Income immediately. The gain or loss associated with derivative instruments that are not designated as hedging instruments or that cease to meet the criteria for hedging under FASB guidance is also reported in the Non-operating income (expense), net line item on the Condensed Consolidated Statements of Income immediately.
Based on fair values as of
September 30, 2015
, we estimate a
$4.3 million
pre-tax derivative
loss
deferred in Accumulated Other Comprehensive Income (Loss) will be reclassified into earnings, along with the earnings effects of related forecasted transactions, within the next 12 months. Losses on foreign exchange contracts are generally offset by gains in operating income in the income statement when the underlying hedged transaction is recognized in earnings. Because gains or losses on foreign exchange contracts fluctuate partially based on currency spot rates, the future effect on earnings of the cash flow hedges alone is not determinable, but in conjunction with the underlying hedged transactions, the result is expected to be a decline in currency risk. The maximum length of time we had hedged our exposure to the variability in future cash flows was
12
months as of both
September 30, 2015
and
June 30, 2015
.
See
Note 6 - Fair Value
of Notes to Condensed Consolidated Financial Statements for further information regarding the fair value of derivative assets and liabilities and the Condensed Consolidated Statements of Comprehensive Income for the changes in deferred derivative gains and losses. Information on the location and amounts of derivative fair values in the Condensed Consolidated Balance Sheets and derivative gains and losses in the Condensed Consolidated Statements of Income are presented below.
15
Fair Value of Derivative Instruments on the Condensed Consolidated Balance Sheets
|
Asset Derivatives
|
Liability Derivatives
|
||||||||||||||||||
|
Fair Value As of
|
|
Fair Value As of
|
|||||||||||||||||
|
(Amounts in Thousands)
|
Balance Sheet Location
|
September 30,
2015 |
June 30,
2015 |
Balance Sheet Location
|
September 30,
2015 |
June 30,
2015 |
|||||||||||||
|
Derivatives Designated as Hedging Instruments:
|
|||||||||||||||||||
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
$
|
584
|
|
$
|
1,255
|
|
Accrued expenses
|
$
|
3,313
|
|
$
|
2,143
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign exchange contracts
|
Prepaid expenses and other current assets
|
424
|
|
1,749
|
|
Accrued expenses
|
320
|
|
175
|
|
|||||||||
|
Total derivatives
|
|
$
|
1,008
|
|
$
|
3,004
|
|
|
$
|
3,633
|
|
$
|
2,318
|
|
|||||
The Effect of Derivative Instruments on Other Comprehensive Income (Loss)
|
|
|
Three Months Ended
|
|||||||||
|
September 30
|
|||||||||||
|
(Amounts in Thousands)
|
|
2015
|
2014
|
||||||||
|
Amount of Pre-Tax Gain or (Loss) Recognized in Other Comprehensive Income (Loss) (OCI) on Derivatives (Effective Portion):
|
|
|
|||||||||
|
Foreign exchange contracts
|
|
$
|
(2,506
|
)
|
$
|
2,231
|
|
||||
The Effect of Derivative Instruments on Condensed Consolidated Statements of Income
|
|
Three Months Ended
|
||||||||||
|
(Amounts in Thousands)
|
September 30
|
||||||||||
|
Derivatives in Cash Flow Hedging Relationships
|
Location of Gain or (Loss)
|
2015
|
2014
|
||||||||
|
Amount of Pre-Tax Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):
|
|
||||||||||
|
Foreign exchange contracts
|
Cost of Sales
|
$
|
(777
|
)
|
$
|
206
|
|
||||
|
Foreign exchange contracts
|
Non-operating income (expense)
|
—
|
|
1,148
|
|
||||||
|
Total
|
|
$
|
(777
|
)
|
$
|
1,354
|
|
||||
|
Amount of Pre-Tax Loss Reclassified from Accumulated OCI into Income (Ineffective Portion):
|
|||||||||||
|
Foreign exchange contracts
|
Non-operating income (expense)
|
$
|
(1
|
)
|
$
|
—
|
|
||||
|
|
|
|
|
|
|||||||
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
||||||
|
Amount of Pre-Tax Gain or (Loss) Recognized in Income on Derivatives:
|
|
|
|||||||||
|
Foreign exchange contracts
|
Non-operating income (expense)
|
$
|
(37
|
)
|
$
|
924
|
|
||||
|
|
|
|
|
|
|||||||
|
Total Derivative Pre-Tax Gain (Loss) Recognized in Income
|
$
|
(815
|
)
|
$
|
2,278
|
|
|||||
The Company established and maintains a self-directed supplemental employee retirement plan (“SERP”), similar to former Parent’s plan, for executive and other key employees. Subsequent to the spin-off, the assets and liabilities of former Parent’s SERP related to Kimball Electronics’ employees were transferred to the Company sponsored SERP. The Company SERP utilizes a rabbi trust, and therefore assets in the SERP portfolio are subject to creditor claims in the event of bankruptcy. The Company recognizes SERP investment assets on the balance sheet at current fair value. A SERP liability of the same amount is recorded on
16
the balance sheet representing an obligation to distribute SERP funds to participants. The SERP investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized in income in the Other Income (Expense) category. Adjustments made to revalue the SERP liability are also recognized in income as selling and administrative expenses and offset valuation adjustments on SERP investment assets. The change in net unrealized holding gains (losses) for the
three
months ended
September 30, 2015
and
2014
was, in thousands,
$(461)
and
$(102)
, respectively.
SERP asset and liability balances applicable to Kimball Electronics participants were as follows:
|
(Amounts in Thousands)
|
September 30,
2015 |
June 30,
2015 |
|||||
|
SERP investments - current asset
|
$
|
186
|
|
$
|
192
|
|
|
|
SERP investments - other long-term asset
|
5,377
|
|
5,621
|
|
|||
|
Total SERP investments
|
$
|
5,563
|
|
$
|
5,813
|
|
|
|
SERP obligation - current liability
|
$
|
186
|
|
$
|
192
|
|
|
|
SERP obligation - other long-term liability
|
5,377
|
|
5,621
|
|
|||
|
Total SERP obligation
|
$
|
5,563
|
|
$
|
5,813
|
|
|
The Company maintains severance plans for all domestic employees. These plans cover domestic employees and provide severance benefits to eligible employees meeting the plans’ qualifications, primarily involuntary termination without cause. There are no statutory requirements for us to contribute to the plans, nor do employees contribute to the plans. The plans hold no assets. Benefits are paid using available cash on hand when eligible employees meet plan qualifications for payment. Benefits are based upon on employee’s years of service and accumulate up to certain limits specified in the plans and include both salary and an allowance for medical benefits. The benefit obligation for periods prior to the spin-off was determined in total for each of the plans and allocated by the number of Kimball Electronics domestic employees participating in the plans. In conjunction with the spin-off, these plans were legally separated and were remeasured. There were no significant changes to the actuarial assumptions used in the remeasurement.
The components of net periodic postemployment benefit cost applicable to Kimball Electronics participants were as follows:
|
Three Months Ended
|
||||||||
|
|
September 30
|
|||||||
|
(Amounts in Thousands)
|
2015
|
2014
|
||||||
|
Service cost
|
$
|
86
|
|
$
|
64
|
|
||
|
Interest cost
|
14
|
|
8
|
|
||||
|
Amortization of prior service costs
|
28
|
|
10
|
|
||||
|
Amortization of actuarial (gain) loss
|
(63
|
)
|
(4
|
)
|
||||
|
Net periodic benefit cost
|
$
|
65
|
|
$
|
78
|
|
||
The benefit cost in the above table includes only normal recurring levels of severance activity. Unusual or non-recurring severance actions are not estimable using actuarial methods and are expensed in accordance with the applicable U.S. GAAP.
17
The Company maintains a stock compensation plan, the Kimball Electronics, Inc. 2014 Stock Option and Incentive Plan (the “Plan”), which allows for the issuance of up to
4.5 million
shares and may be awarded in the form of incentive stock options, stock appreciation rights, restricted shares, unrestricted shares, restricted share units, or performance shares and performance units. The Plan is a ten-year plan with no further awards allowed to be made under the Plan after October 1, 2024. There were no awards granted under the Plan during the three months ended September 30, 2015. For more information on our Plan, refer to our Annual Report on Form 10-K for the year ended June 30, 2015.
Effective October 16, 2014, the Company’s authorized capital was increased to
165 million
shares comprised of
15 million
preferred shares without par value and
150 million
common shares without par value. On the same day,
50 thousand
common shares outstanding were split into
29.1 million
common shares. On October 31, 2014, Kimball International, Inc., the Company’s sole Share Owner, distributed all
29.1 million
outstanding shares of Kimball Electronics common stock to Kimball International Share Owners in connection with the spin-off. Upon the spin-off, holders of Kimball International common stock received three shares of Kimball Electronics common stock for every four shares of Kimball International common stock held on October 22, 2014. Preferred and common shares were retrospectively restated for the number of Kimball Electronics shares authorized and outstanding immediately following these events.
Prior to the spin-off, Share Owners’ Equity included a Net Parent investment component that represented former Parent’s historical investment in us, our accumulated net earnings after taxes, and the net effect of the transactions with and allocations from former Parent. As of July 1, 2014, Net Parent investment was converted to Additional paid-in-capital. During the
three
months ended
September 30, 2014
, Net contribution from Parent was
$9.4 million
and was recorded in Additional paid-in capital. For additional information, see
Note 1 – Business Description and Summary of Significant Accounting Policies
, as well as
Note 2 – Related Party Transactions
of Notes to Condensed Consolidated Financial Statements.
During the
three
months ended
September 30, 2015
, the Company acquired
78 thousand
shares of its common stock, recorded as Treasury stock, at cost in the Condensed Consolidated Balance Sheet. These shares were not acquired in open market purchases but were acquired in connection with automatically withholding shares from employees upon the vesting of performance share awards to satisfy minimum statutory withholding tax obligations.
18
Basic and diluted earnings per share were calculated as follows:
|
Three Months Ended
|
||||||||
|
September 30
|
||||||||
|
(Amounts in thousands, except per share data)
|
2015
|
2014
|
||||||
|
Basic and Diluted Earnings Per Share:
|
||||||||
|
Net Income
|
$
|
4,475
|
|
$
|
5,391
|
|
||
|
Basic weighted average common shares outstanding
|
29,292
|
|
29,143
|
|
||||
|
Dilutive effect of average outstanding performance shares
|
57
|
|
—
|
|
||||
|
Dilutive weighted average shares outstanding
|
29,349
|
|
29,143
|
|
||||
|
Earnings Per Share of Common Stock:
|
||||||||
|
Basic
|
$
|
0.15
|
|
$
|
0.18
|
|
||
|
Diluted
|
$
|
0.15
|
|
$
|
0.18
|
|
||
Basic and diluted earnings per share and the average number of common shares outstanding for the
three
months ended
September 30, 2014
were retrospectively restated adjusting the number of Kimball Electronics shares outstanding for the stock split effective on October 16, 2014. See
Note 11 - Share Owners’ Equity
of Notes to Condensed Consolidated Financial Statements for more information regarding the stock split. The same number of shares was used to calculate basic and diluted earnings per share for the
three
months ended
September 30, 2014
since
no
Kimball Electronics stock-based awards were outstanding prior to the spin-off.
On
October 21, 2015
, the Company’s Board of Directors approved a resolution to authorize an
18
-month stock repurchase program up to
$20 million
of common stock. Purchases may be made under various programs, including in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions, all in accordance with applicable securities laws and regulations. The Plan may be suspended or discontinued at any time.
The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management team. The Company expects to finance the purchases with existing liquidity.
Spin-Off Transaction
On October 31, 2014, Kimball Electronics, Inc. (also referred to herein as “Kimball Electronics”, the “Company”, “we”, “us” or “our”) became a stand-alone public company upon the completion of a spin-off from Kimball International, Inc. (“former Parent” or “Kimball International”) into two independent publicly-traded companies. Prior to the spin-off, the Condensed Consolidated Financial Statements presented herein, and discussed below, were derived from the accounting records of former Parent as if we operated on a stand-alone basis. The Condensed Consolidated Financial Statements include allocations of general corporate expenses from former Parent including, but not limited to, spin-off costs, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, and other shared services through October 31, 2014, the spin-off date. The allocations were made on a direct usage or cost incurred basis when appropriate, with the remainder allocated using various drivers including average capital deployed, payroll, revenue less material costs, headcount, or other measures. While we believe these allocations have been made on a consistent basis and are reasonable based on the relevant cost drivers, such expenses may not be indicative of the actual expenses that would have been incurred had Kimball Electronics been operating as a stand-alone company.
Emerging Growth Company Status
The Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the financial position, results of operations, and cash flows of Kimball Electronics. Kimball Electronics qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups
19
Act (the “JOBS Act”). For as long as a company is deemed to be an “emerging growth company,” it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. The JOBS Act also provides that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
Business Overview
We are a global contract electronic manufacturing services (“EMS”) company that specializes in producing durable electronics for the automotive, medical, industrial, and public safety markets. Our engineering, manufacturing, and supply chain services utilize common production and support capabilities globally. We are well recognized by our customers and the EMS industry for our excellent quality, reliability, and innovative service.
A significant business challenge that we face as an independent publicly traded company is maintaining our profit margins while we look to accelerate revenue growth. During the past few years, the EMS industry as a whole has experienced slower market growth as compared to pre-recession levels, which has added pressure to an already competitive marketplace. As a mid-sized player in the EMS market, we can expect to be challenged by the agility and flexibility of the smaller, regional players and we can expect to be challenged by the scale and price competitiveness of the larger global players.
We enjoy a unique market position between these extremes which allows us to compete with the larger “scale” players for high-volume projects, but also maintain our competitive position in the generally lower volume durable electronics market space. We expect to continue to effectively operate in this market space. Price increases are uncommon in the market as production efficiencies and material pricing advantages for most projects drive costs and prices down over the life of the projects. This characteristic of the contract electronics marketplace is expected to continue, which will allow us to effectively compete in the same manner as we did prior to becoming an independent company.
Key economic indicators currently point toward continued strengthening in the overall economy. However, uncertainties still exist and may pose a threat to our future growth as they have the tendency to cause disruption in business strategy, execution, and timing in many of the markets in which we compete.
The January 2015 edition of the Manufacturing Market Insider published by New Venture Research provided an outlook for the coming years. The publication suggested that the worldwide semiconductor capital spending is an indicator for the EMS industry. As noted in the publication, Gartner, a market research company, is projecting flat growth for 2015 and 2016, but 7% or greater growth for 2017 and 2018. The Company does not directly serve the semiconductor market; however, it may be indicative of the end market demand for products utilizing electronic components. The September 2015 edition of the Manufacturing Market Insider indicated leading EMS companies experienced revenue growth of 6.3% in the first half calendar year 2015. The Company experienced revenue growth of approximately 6% during the first half of calendar year 2015.
Our focus is on the four key vertical markets of automotive, medical, industrial, and public safety. Our overall expectation for the EMS market is that of moderate growth, but with mixed demand.
The automotive end market has benefited from relative strength in the U.S. and China markets, while demand in Europe is stable. The China automotive market is expected to slow as evidenced by the lowering of the forecasted growth rate for automotive sales in calendar year 2015 by China’s Association of Automobile Manufacturers in July 2015. The industrial market has been impacted by lower end market demand for climate control products. We are seeing demand in the public safety market starting to stabilize and improve. Demand in the medical market remains stable. We continue to monitor the current economic environment and its potential impact on our customers.
We invest in capital expenditures prudently for projects in support of both organic growth and 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 and discretionary capital spending as needed. Managing working capital in conjunction with fluctuating demand levels is likewise key. In addition, a long-standing component of our profit sharing incentive bonus plan is that it is linked to our performance which results in varying amounts of compensation expense as profits change.
In addition to the above discussion related to the current market conditions, management currently considers the following events, trends, and uncertainties to be most important to understanding our financial condition and operating performance:
20
|
•
|
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.
|
|
•
|
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 the “Risk Factors” section of our Annual Report on Form 10-K.
|
|
Three Months Ended
|
||||||
|
September 30
|
||||||
|
Customer Service Years
|
2015
|
2014
|
||||
|
10+ Years
|
||||||
|
% of Net Sales
|
49
|
%
|
52
|
%
|
||
|
# of Customers
|
22
|
|
18
|
|
||
|
5+ to 10 Years
|
||||||
|
% of Net Sales
|
43
|
%
|
35
|
%
|
||
|
# of Customers
|
28
|
|
25
|
|
||
|
0 to 5 Years
|
||||||
|
% of Net Sales
|
8
|
%
|
13
|
%
|
||
|
# of Customers
|
23
|
|
25
|
|
||
|
Total
|
||||||
|
% of Net Sales
|
100
|
%
|
100
|
%
|
||
|
# of Customers
|
73
|
|
68
|
|
||
|
•
|
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.
|
Certain preceding statements could be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties including, but not limited to, adverse changes in the global economic conditions, loss of key customers or suppliers, or similar unforeseen events. Additional information on risks is contained in our Annual Report on Form 10-K for the year ended June 30, 2015.
21
Financial Overview
|
|
At or for the
Three Months Ended
|
|
||||||||||||||
|
|
September 30
|
|||||||||||||||
|
(Amounts in Millions, Except for Per Share Data)
|
2015
|
as a % of Net Sales
|
2014
|
as a % of Net Sales
|
% Change
|
|||||||||||
|
Net Sales
|
$
|
200.4
|
|
$
|
203.8
|
|
(2
|
)%
|
||||||||
|
Gross Profit
|
$
|
15.3
|
|
7.6
|
%
|
$
|
17.9
|
|
8.8
|
%
|
(15
|
)%
|
||||
|
Selling and Administrative Expenses
|
$
|
8.4
|
|
4.1
|
%
|
$
|
10.1
|
|
5.0
|
%
|
(17
|
)%
|
||||
|
Operating Income
|
$
|
6.9
|
|
3.5
|
%
|
$
|
7.8
|
|
3.8
|
%
|
(11
|
)%
|
||||
|
Net Income
|
$
|
4.5
|
|
$
|
5.4
|
|
(17
|
)%
|
||||||||
|
Diluted Earnings per Share
|
$
|
0.15
|
|
$
|
0.18
|
|
||||||||||
|
Open Orders
|
$
|
175.5
|
|
$
|
181.5
|
|
(3
|
)%
|
||||||||
|
Net Sales by Vertical Market
|
Three Months Ended
|
|
|||||||||
|
|
September 30
|
|
|||||||||
|
(Amounts in Millions)
|
2015
|
2014
|
% Change
|
||||||||
|
Automotive
|
$
|
72.0
|
|
$
|
71.2
|
|
1
|
%
|
|||
|
Medical
|
58.5
|
|
61.6
|
|
(5
|
)%
|
|||||
|
Industrial
|
49.5
|
|
53.6
|
|
(8
|
)%
|
|||||
|
Public Safety
|
16.4
|
|
14.2
|
|
16
|
%
|
|||||
|
Other
|
4.0
|
|
3.2
|
|
26
|
%
|
|||||
|
Total Net Sales
|
$
|
200.4
|
|
$
|
203.8
|
|
(2
|
)%
|
|||
First
quarter fiscal year
2016
total net sales decreased by
2%
compared to the
first
quarter of fiscal year
2015
as declines driven by the Johnson Controls, Inc. (“JCI”) exit and foreign exchange fluctuations were partially offset by new product awards and overall increased demand from existing customers. Sales to customers in the automotive market improved slightly on increased demand in all markets despite the anticipated decline in net sales to JCI as discussed in further detail below. As expected, we did experience slowing growth in the China automotive market during the first quarter of fiscal year 2016. Sales to customers in the medical market declined largely due to fluctuating demand. Sales to customers in the industrial market declined largely due to lower end market demand primarily for climate control products. Sales to customers in the public safety market experienced double-digit growth from both increased demand for existing products and new product awards.
Open orders were
down
3%
as of
September 30, 2015
compared to
September 30, 2014
. Open orders at a point in time may not be indicative of future sales trends due to the contract nature of our business.
First
quarter fiscal year
2016
gross profit as a percent of net sales
declined
when compared to the
first
quarter of fiscal year
2015
in part due to reduced leverage on the lower net sales, costs associated with new product introductions, and foreign exchange fluctuations.
Selling and administrative expenses
decreased
in both absolute dollars and as a percent of nets sales in the
first
quarter of fiscal year
2016
when compared to the
first
quarter of fiscal year
2015
.
First
quarter fiscal year
2016
spin-off expenses of
$0.1 million
declined from the
first
quarter fiscal year
2015
spin-off expenses of
$1.0 million
. In addition, selling and administrative expenses in the
first
quarter of fiscal year
2015
included non-spin related charges and allocations from former Parent, which included incentive compensation costs. The favorable impact to selling and administrative expenses from not having non-spin related charges and allocations from former Parent in the
first
quarter of fiscal year
2016
was greater than the increase in costs associated with being an independent publicly traded company, including increased employee salary and benefit costs.
22
Other Income (Expense) consisted of the following:
|
Three Months Ended
|
||||||||
|
|
September 30
|
|||||||
|
(Amounts in Thousands)
|
2015
|
2014
|
||||||
|
Interest income
|
$
|
12
|
|
$
|
4
|
|
||
|
Interest expense
|
(1
|
)
|
(4
|
)
|
||||
|
Foreign currency/derivative loss
|
(224
|
)
|
(327
|
)
|
||||
|
Loss on supplemental employee retirement plan (“SERP”) investments
|
(454
|
)
|
(93
|
)
|
||||
|
Other
|
1
|
|
(77
|
)
|
||||
|
Other income (expense), net
|
$
|
(666
|
)
|
$
|
(497
|
)
|
||
The revaluation to fair value of the SERP investments recorded in Other Income (Expense) is offset by the revaluation of the SERP liability recorded in Selling and Administrative Expenses, and thus there was no effect on net income. The Foreign currency/derivative loss resulted from net foreign currency exchange rate movements.
Our income before income taxes and effective tax rate were comprised of the following U.S. and foreign components:
|
|
For the Three Months Ended
|
||||||||||||
|
|
September 30, 2015
|
September 30, 2014
|
|||||||||||
|
(Amounts in Thousands)
|
Income Before Taxes
|
Effective Tax Rate
|
Income (Loss) Before Taxes
|
Effective Tax Rate
|
|||||||||
|
United States
|
$
|
1,826
|
|
39.8
|
%
|
$
|
(179
|
)
|
(83.8
|
)%
|
|||
|
Foreign
|
4,429
|
|
23.8
|
%
|
7,469
|
|
23.4
|
%
|
|||||
|
Total
|
$
|
6,255
|
|
28.5
|
%
|
$
|
7,290
|
|
26.0
|
%
|
|||
The effective tax rate for the first
three months
of fiscal year
2016
was favorably impacted by a high mix of earnings in foreign jurisdictions which have lower statutory rates than the U.S. The effective tax rate for the first
three months
of fiscal year
2015
was unfavorably impacted by the spin-off expenses which were primarily nondeductible in the U.S. and favorably impacted by earnings in foreign jurisdictions which have lower statutory rates than the U.S. The U.S. effective tax rate in the first quarter of fiscal year
2015
was driven by nondeductible expenses combined with a small pre-tax loss in the U.S. Our overall effective tax rate will fluctuate depending on the geographic distribution of our worldwide earnings.
A significant amount of sales to Philips and ZF TRW accounted for the following portions of our net sales:
|
Three Months Ended
|
||||
|
|
September 30
|
|||
|
|
2015
|
2014
|
||
|
Philips
|
14%
|
15%
|
||
|
ZF TRW
|
10%
|
8%
|
||
The nature of the EMS industry is such that the start-up of new customers and new programs to replace expiring programs occurs frequently. 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. Volumes for one of our largest contracts with JCI, which accounted for approximately $4.6 million in the first quarter of fiscal year 2015, declined for the remainder of fiscal year 2015 as certain JCI programs reached end-of-life. In addition, due to available capacity, JCI decided to in-source other programs that were manufactured by us which accounted for approximately $7.1 million in sales in the first quarter of fiscal year 2015. The transition to JCI’s in-sourcing occurred in stages, starting in our fourth quarter of fiscal year 2014, with the transition substantially completed during fiscal year 2015. Gross profit as a percent of net sales on the JCI product approximated the overall Kimball Electronics gross margin percentage. A significant portion of that volume already has been and is expected to continue to be replaced with new business.
23
Comparing the balance sheet as of
September 30, 2015
to
June 30, 2015
, accounts receivable
decreased
$7.5 million
partly from the decline in the balance of the banker’s acceptance drafts held by our China operation and the overall decline in net sales. Our inventory balance
increased
$7.4 million
primarily due to changes in customers’ forecasts. Our property and equipment, net
increased
$6.2 million
primarily due to expenditures for our greenfield startup facility in Romania and manufacturing equipment. Our accounts payable balance
decreased
$6.0 million
primarily due to the timing of payments. Our accrued expenses balance
decreased
$4.7 million
due to a significant portion of accrued incentive compensation payments occurring during the first quarter of the fiscal year.
Liquidity and Capital Resources
Working capital at
September 30, 2015
was
$192.4 million
compared to working capital of
$194.2 million
at
June 30, 2015
. The current ratio was
2.3
at
September 30, 2015
and
2.2
at
June 30, 2015
.
Our measure of accounts receivable performance, also referred to as Days Sales Outstanding (“DSO”), for the
first quarter ended
September 30, 2015
and
September 30, 2014
was
58.7
days and
57.4
days, respectively. We define DSO as the average of monthly trade accounts and notes receivable divided by an average day’s net sales. Beginning in the fourth quarter of fiscal year
2016
, our China operation, in limited circumstances, has agreed to accept banker’s acceptance drafts as payment for their trade accounts receivable. These drafts, which totaled $1.1 million and $4.3 million at
September 30, 2015
and
June 30, 2015
, respectively, are reflected in the Receivables line on the Condensed Consolidated Balance Sheets. See
Note 1 - Business Description and Summary of Significant Accounting Policies
and
Note 5 - Commitments and Contingent Liabilities
of Notes to Condensed Consolidated Financial Statements for more information on banker’s acceptance drafts.
Our Production Days Supply on Hand (“PDSOH”) of inventory measure for the
first quarter ended
September 30, 2015
increased to
65.2
days from
59.7
days for the quarter ended
September 30, 2014
on the increased inventory associated with changes in customers’ forecasts. We define PDSOH as the average of the monthly gross inventory divided by an average day’s cost of sales.
Our short-term liquidity available, represented as cash and cash equivalents plus the unused amount of our credit facilities, totaled
$112.4 million
at
September 30, 2015
and
$125.1 million
at
June 30, 2015
.
Cash Flows
The following table reflects the major categories of cash flows for the
first
quarter of fiscal years
2016
and
2015
.
|
Three Months Ended
|
||||||||
|
September 30
|
||||||||
|
(Amounts in thousands)
|
2015
|
2014
|
||||||
|
Net cash used for operating activities
|
$
|
(529
|
)
|
$
|
(4,505
|
)
|
||
|
Net cash used for investing activities
|
$
|
(11,114
|
)
|
$
|
(7,719
|
)
|
||
|
Net cash (used for) provided by financing activities
|
$
|
(694
|
)
|
$
|
7,827
|
|
||
Cash Flows from Operating Activities
Net cash used by operating activities for the
first
quarter of fiscal years
2016
and
2015
was primarily driven by changes in working capital balances as net income adjusted for non-cash items provided net cash for operating activities. Changes in working capital used
$14.0 million
of cash in the first quarter of fiscal year
2016
and
$15.5 million
of cash in the first quarter of fiscal year
2015
.
The usage of
$14.0 million
cash from changes in working capital balances in the first quarter of fiscal year
2016
was primarily due to fluctuations in our inventory, accounts payable, and accrued expenses. An increase in inventory used cash of
$7.2 million
primarily from a change in customers’ forecasts. A decrease in accounts payable used cash of
$4.2 million
primarily due to the timing of payments. A decrease in accrued expenses used cash of
$5.8 million
primarily due to a significant portion of accrued incentive compensation payments occurring during the first quarter. Partially offsetting these usages was a decrease in accounts receivable which provided cash of
$5.9 million
resulting primarily from the overall decline in net sales and from the maturity of banker’s acceptance drafts during the first quarter of fiscal year 2016.
The
$15.5 million
usage of cash from changes in working capital balances in the first quarter of fiscal year
2015
was primarily due to fluctuations in our accounts receivable, inventory, and accrued expenses. An increase in accounts receivable used cash of
24
$8.8 million
which resulted from a delay in payment from one customer due to technology issues, increased sales volumes, and a shift in the payment practices of a couple of our larger customers. An increase in inventory used cash of
$5.6 million
primarily to support the increased sales volumes. A decrease in accrued expenses used cash of
$4.6 million
primarily due to a significant portion of accrued incentive compensation payments occurring during the first quarter. Partially offsetting these usages was an increase in accounts payable which provided cash of
$4.7 million
related to the increased inventory purchases.
Cash Flows from Investing Activities
For the
first
quarter of fiscal years
2016
and
2015
, net cash used for investing activities was
$11.1 million
and
$7.7 million
, respectively. During the
first
quarter of fiscal year
2016
, we reinvested
$11.3 million
into capital investments for the future with the largest expenditures for our greenfield startup facility in Romania and manufacturing equipment. During the
first
quarter of fiscal year
2015
, we reinvested
$7.9 million
into capital investments primarily for manufacturing equipment.
Cash Flows from Financing Activities
For the
first
quarter of fiscal years
2016
, net cash used for financing activities resulted from amounts related to the issuance of performance shares to officers and other key employees. For the
first
quarter of fiscal year
2015
, net cash provided by financing activities represents net transfers from and to former Parent. As former Parent provided centralized treasury functions for us, cash was regularly transferred both to and from former Parent’s subsidiaries, as necessary.
Credit Facilities
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 with JPMorgan Chase Bank National Association, as administrative agent, and other lenders party thereto. The credit facility has a maturity date of October 31, 2019 and allows for up to
$50 million
in borrowings, with an option to increase the amount available for borrowing to
$75 million
at the Company’s request, subject to participating banks’ consent.
The proceeds of the revolving credit loans are to be used for general corporate purposes of the Company including potential acquisitions. A portion of the credit facility, not to exceed $15 million of the principal amount, will be available for the issuance of letters of credit. A commitment fee on the unused portion of the 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.
At both
September 30, 2015
and
June 30, 2015
, we had
no
short-term borrowings under the primary facility and
$0.3 million
in letters of credit against the primary credit facility.
The Company’s financial covenants under the primary credit facility require:
•
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.
We were in compliance with the financial covenants during the
first quarter ended
September 30, 2015
.
Kimball Electronics utilizes foreign credit facilities to satisfy short-term cash needs at specific foreign locations rather than funding from intercompany sources. As of
September 30, 2015
, we maintained a Thailand overdraft credit facility which allows for borrowings up to 90 million Thai Baht (approximately
$2.5 million
at
September 30, 2015
exchange rates). We had no borrowings under this foreign credit facility as of
September 30, 2015
or
June 30, 2015
. We also maintained a credit facility for our China operation, which allows for borrowings up to
$7.5 million
that can be drawn in either U.S. dollars or China Renminbi. We had
no
borrowings outstanding under this foreign credit facility as of
September 30, 2015
or
June 30, 2015
. These foreign credit facilities can be canceled at any time by either the bank or us.
25
Future Liquidity
We believe our principal sources of liquidity from available funds on hand, cash generated from operations, and the availability of borrowing under our credit facilities will be sufficient to meet our working capital and other operating needs for at least the next 12 months. The ability to borrow in USD equivalent under all of our credit facilities totaled
$59.7 million
at
September 30, 2015
. We expect to continue to invest in capital expenditures prudently, particularly for projects, including potential acquisitions, that would enhance our capabilities and diversification while providing an opportunity for growth and improved profitability. We are investing in an expansion of our manufacturing capacity in Europe that began in fiscal year 2015 with a greenfield startup facility in Romania, which is expected to be complete in the first half of this fiscal year. Operations at the Romania facility are anticipated to begin this mid-fiscal year.
At
September 30, 2015
, our capital expenditure commitments were approximately $14 million, consisting primarily of commitments for manufacturing equipment in anticipation of future growth, including new program wins. We anticipate our funds on hand and funds provided by operations will be sufficient to fund these capital expenditures.
At
September 30, 2015
, our foreign operations held cash totaling $24.5 million. Except for the nontaxable repayment of intercompany loans, our intent is to permanently reinvest these funds outside of the United States and our current plans do not demonstrate a need to repatriate these funds to our U.S. operations. However, if these funds were repatriated, the amount remitted would be subject to U.S. income taxes and applicable non-U.S. income and withholding taxes.
On
October 21, 2015
, the Company’s Board of Directors approved a resolution to authorize an 18-month stock repurchase program up to
$20 million
of common stock. The Plan may be suspended or discontinued at any time. The extent to which the Company repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management team. The Company expects to finance the purchases with existing liquidity.
Our ability to generate cash from operations to meet our liquidity obligations could be adversely affected in the future by factors such as general economic and market conditions, lack of availability of raw material components in the supply chain, a decline in demand for our services, loss of key contract customers, the ability of Kimball Electronics to generate profits, and other unforeseen circumstances. In particular, should demand for our customers’ products and, in turn, our services decrease significantly over the next 12 months, the available cash provided by operations could be adversely impacted.
The preceding statements include forward-looking statements under the Private Securities Litigation Reform Act of 1995. Certain factors could cause actual results to differ materially from forward-looking statements.
Fair Value
During the
first
quarter of fiscal year
2016
, no level 1 or level 2 financial instruments were affected by a lack of market liquidity. For level 1 financial assets, readily available market pricing was used to value the financial instruments. Our foreign currency derivatives, which were classified as level 2 assets/liabilities, were independently valued using observable market inputs such as forward interest rate yield curves, current spot rates, and time value calculations. To verify the reasonableness of the independently determined fair values, these derivative fair values were compared to fair values calculated by the counterparty banks. Our own credit risk and counterparty credit risk had an immaterial impact on the valuation of the foreign currency derivatives.
See
Note 6 - Fair Value
of Notes to Condensed Consolidated Financial Statements for additional information.
Contractual Obligations
There have been no material changes outside the ordinary course of business to Kimball Electronics’ summary of contractual obligations under the caption, “Contractual Obligations” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended
June 30, 2015
.
Off-Balance Sheet Arrangements
In limited circumstances, we receive banker’s acceptance drafts from customers in our China operation. In turn, we may transfer the acceptance drafts to a supplier in settlement of current accounts payable. These drafts contain certain recourse provisions afforded to the transferee under laws of The Peoples Republic of China, and if exercised, our China operation would be required to satisfy the obligation with the transferee and the draft would revert back to our China operation. At
September 30, 2015
, the drafts transferred and outstanding totaled
$2.2 million
. No transferee has exercised their recourse rights against us.
26
We also have standby letters of credit and operating leases entered into in the normal course of business. These arrangements
do not have
a material current effect and are not reasonably likely to have a material future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
See
Note 1 – Business Description and Summary of Significant Accounting Policies
of Notes to Condensed Consolidated Financial Statements for more information on the banker’s acceptance drafts and
Note 5 - Commitments and Contingent Liabilities
of Notes to Condensed Consolidated Financial Statements for more information on standby letters of credit. We
do not have
material exposures to trading activities of non-exchange traded contracts.
The preceding statements are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Certain factors could cause actual results to differ materially from forward-looking statements.
Critical Accounting Policies
Kimball Electronics’ Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates and assumptions that affect amounts reported and disclosed in the Condensed Consolidated Financial Statements and related notes. Actual results could differ from these estimates and assumptions. Management uses its best judgment in the assumptions used to value these estimates, which are based on current facts and circumstances, prior experience, and other assumptions that are believed to be reasonable. For further information regarding our critical accounting policies, refer to “Note 1 - Business Description and Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements and “Critical Accounting Policies” in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended June 30, 2015.
New Accounting Standards
See
Note 1 - Business Description and Summary of Significant Accounting Policies
of Notes to Condensed Consolidated Financial Statements for information regarding New Accounting Standards.
Forward-Looking Statements
Certain statements contained within this document are considered forward-looking under the Private Securities Litigation Reform Act of 1995. The statements may be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “forecasts,” “seeks,” “likely,” “future,” “may,” “might,” “should,” “would,” “will,” and similar expressions. These forward-looking statements are subject to risks and uncertainties including, but not limited to, realizing benefits from the spin-off from Kimball International, Inc., adverse changes in the global economic conditions, significant volume reductions from key contract customers, significant reduction in customer order patterns, loss of key customers or suppliers within specific industries, financial stability of key customers and suppliers, availability or cost of raw materials and components, increased competitive pricing pressures reflecting excess industry capacities, foreign exchange fluctuations, changes in the regulatory environment, or similar unforeseen events. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of Kimball Electronics are contained in our Annual Report on Form 10-K for the year ended
June 30, 2015
.
Foreign Exchange Rate Risk:
Kimball Electronics operates internationally and thus is subject to potentially adverse movements in foreign currency rate changes. Our risk management strategy includes the use of derivative financial instruments to hedge certain foreign currency exposures. Derivatives are used only to manage underlying exposures and are not used in a speculative manner. Further information on derivative financial instruments is provided in
Note 7 - Derivative Instruments
of Notes to Condensed Consolidated Financial Statements. We estimate that a hypothetical 10% adverse change in foreign currency exchange rates relative to non-functional currency balances of monetary instruments, to the extent not hedged by derivative instruments, would not have a material impact on profitability over an entire year.
27
(a)
Evaluation of disclosure controls and procedures.
We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of
September 30, 2015
, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective.
(b)
Changes in internal control over financial reporting.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended
September 30, 2015
that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
28
We may, from time to time, be involved in legal proceedings arising in the normal course of business. Other than proceedings incidental to our business, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings and no such proceedings are, to our knowledge, threatened against us.
We are subject to various risks and uncertainties in the course of our business. A comprehensive disclosure of risk factors related to Kimball Electronics can be found in our Annual Report on Form 10-K. There have been no material changes to the risk factors disclosed in our Form 10-K for the year ended June 30, 2015.
The following table contains information about our purchases of equity securities during the three months ended September 30, 2015.
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plan
(2)
|
|
July 1, 2015 - July 31, 2015
|
—
|
—
|
—
|
—
|
|
August 1, 2015 - August 31, 2015
|
77,808
(1)
|
$11.53
|
—
|
—
|
|
September 1, 2015 - September 30, 2015
|
—
|
—
|
—
|
—
|
|
Total
|
77,808
|
$11.53
|
—
|
—
|
(1) Represents shares surrendered to us by employees upon the vesting of performance share awards to satisfy minimum statutory withholding tax obligations.
(2) As of September 30, 2015, we had no share repurchase programs authorized by our Board of Directors. On
October 21, 2015
, our Board of Directors approved an 18-month stock repurchase plan, authorizing the repurchase of up to
$20 million
worth of our common stock.
29
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
|
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 3.2 to the Company’s Form 8-K filed October 26, 2015, File No. 001-36454)
|
|
10.1
*+
|
Summary of Director and Named Executive Compensation
|
|
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
|
* Constitutes management contract or compensatory arrangement
+ Filed herewith
^ In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and 32.2 will not be
deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
KIMBALL ELECTRONICS, INC.
|
|
|
|
|
|
|
By:
|
/s/ DONALD D. CHARRON
|
|
|
|
Donald D. Charron
Chairman of the Board,
Chief Executive Officer
|
|
|
|
November 5, 2015
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ MICHAEL K. SERGESKETTER
|
|
|
|
Michael K. Sergesketter
Vice President,
Chief Financial Officer
|
|
|
|
November 5, 2015
|
31
Kimball Electronics, Inc.
Exhibit Index
|
Exhibit No.
|
Description
|
|
|
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 3.2 to the Company’s Form 8-K filed October 26, 2015, File No. 001-36454)
|
|
|
10.1
*+
|
Summary of Director and Named Executive Compensation
|
|
|
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
|
|
|
*
Constitutes management contract or compensatory arrangement
|
||
|
+ Filed herewith
|
||
|
^ In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibit 32.1 and 32.2 will not be
|
||
|
deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by
|
||
|
reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically
|
||
|
incorporates it by reference.
|
||
32
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsNote 1. Business Description and Summary Of Significant Accounting PoliciesNote 2. Related Party TransactionsNote 3. InventoriesNote 4. Accumulated Other Comprehensive Income (loss)Note 5. Commitments and Contingent LiabilitiesNote 6. Fair ValueNote 7. Derivative InstrumentsNote 8. InvestmentsNote 9. Postemployment BenefitsNote 10. Stock Compensation PlanNote 11. Share Owners EquityNote 12. Earnings Per ShareNote 13. Subsequent EventItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits