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Kimball Electronics, Inc. - Quarter Report: 2016 March (Form 10-Q)



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 March 31, 2016
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
KIMBALL ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Indiana
 
35-2047713
(State or other jurisdiction of
 
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
1205 Kimball Boulevard, Jasper, Indiana
 
47546
(Address of principal executive offices)
 
(Zip Code)
(812) 634-4000
Registrant’s telephone number, including area code
Not Applicable
Former name, former address and former fiscal year, if changed since last report

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 April 25, 2016 was 28,492,862 shares.




KIMBALL ELECTRONICS, INC.
FORM 10-Q
INDEX
 
Page No.
 
 
 
 
PART I    FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II    OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

KIMBALL ELECTRONICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except for Share Data)
 
(Unaudited)
 
 

 
March 31,
2016
 
June 30,
2015
ASSETS
 

 
 

Current Assets:
 

 
 

Cash and cash equivalents
$
59,826

 
$
65,180

Receivables, net of allowances of $582 and $236, respectively
147,879

 
139,892

Inventories
132,077

 
125,198

Prepaid expenses and other current assets
26,532

 
23,922

Total current assets
366,314

 
354,192

Property and Equipment, net of accumulated depreciation of $159,853 and $151,504, respectively
118,518

 
106,779

Goodwill
2,564

 
2,564

Other Intangible Assets, net of accumulated amortization of $25,584 and $24,952, respectively
4,841

 
4,509

Other Assets
16,524

 
15,213

Total Assets
$
508,761

 
$
483,257

 
 
 
 
LIABILITIES AND SHARE OWNERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
145,210

 
$
133,409

Borrowings under credit facilities
3,000

 
—

Accrued expenses
24,472

 
26,545

Total current liabilities
172,682

 
159,954

Other long-term liabilities
11,381

 
10,854

Total Liabilities
184,063

 
170,808

Share Owners’ Equity:
 
 
 
Preferred stock-no par value
 
 
 
Shares authorized: 15,000,000
Shares issued: none
—

 
—

Common stock-no par value
 
 
 
Shares authorized: 150,000,000
Shares issued: 29,430,000 and 29,172,000, respectively
—

 
—

Additional paid-in capital
300,966

 
298,491

Retained earnings
42,721

 
26,205

Accumulated other comprehensive loss
(10,436
)
 
(12,247
)
Treasury stock, at cost:

 

Shares: 776,000 and none, respectively
(8,553
)
 
—

Total Share Owners’ Equity
324,698

 
312,449

Total Liabilities and Share Owners’ Equity
$
508,761

 
$
483,257



See Notes to Condensed Consolidated Financial Statements.

3


KIMBALL ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except for Per Share Data)
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
March 31
 
March 31
(Unaudited)
2016
 
2015
 
2016
 
2015
Net Sales
$
214,111

 
$
206,858

 
$
621,658

 
$
618,224

Cost of Sales
197,926

 
187,905

 
574,078

 
563,510

Gross Profit
16,185

 
18,953

 
47,580

 
54,714

Selling and Administrative Expenses
9,107

 
8,132

 
26,648

 
27,409

Operating Income
7,078

 
10,821

 
20,932

 
27,305

Other Income (Expense):
 
 
 
 
 
 
 
Interest income
23

 
10

 
47

 
22

Interest expense
(24
)
 
—

 
(29
)
 
(5
)
Non-operating income (expense), net
234

 
(896
)
 
(1,039
)
 
(1,246
)
Other income (expense), net
233

 
(886
)
 
(1,021
)
 
(1,229
)
Income Before Taxes on Income
7,311

 
9,935

 
19,911

 
26,076

Provision (Benefit) for Income Taxes
(166
)
 
2,744

 
3,395

 
7,265

Net Income
$
7,477

 
$
7,191

 
$
16,516

 
$
18,811

 
 
 
 
 
 
 
 
Earnings Per Share of Common Stock:
 

 
 

 
 
 
 
Basic
$
0.26

 
$
0.25

 
$
0.57

 
$
0.65

Diluted
$
0.26

 
$
0.25

 
$
0.57

 
$
0.64

 
 
 
 
 
 
 
 
Average Number of Shares Outstanding:
 
 
 
 
 
 
 
Basic
28,771

 
29,172

 
29,097

 
29,159

Diluted
28,860

 
29,318

 
29,211

 
29,344


See Notes to Condensed Consolidated Financial Statements.


4


KIMBALL ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
 
Three Months Ended
 
Three Months Ended
 
March 31, 2016
 
March 31, 2015
(Unaudited)
Pre-tax
 
Tax
 
Net of Tax
 
Pre-tax
 
Tax
 
Net of Tax
Net income
 
 
 
 
$
7,477

 
 
 
 
 
$
7,191

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
$
3,283

 
$
—

 
$
3,283

 
$
(7,955
)
 
$
—

 
$
(7,955
)
Postemployment severance actuarial change
183

 
(71
)
 
112

 
201

 
(76
)
 
125

Derivative gain (loss)
(109
)
 
(5
)
 
(114
)
 
4,537

 
(761
)
 
3,776

Reclassification to (earnings) loss:
 
 
 
 
 
 
 
 
 
 
 
Derivatives
1,019

 
(343
)
 
676

 
(2,155
)
 
312

 
(1,843
)
Amortization of prior service costs
—

 
—

 
—

 
6

 
(2
)
 
4

Amortization of actuarial change
(65
)
 
26

 
(39
)
 
(44
)
 
18

 
(26
)
Other comprehensive income (loss)
$
4,311

 
$
(393
)
 
$
3,918

 
$
(5,410
)
 
$
(509
)
 
$
(5,919
)
Total comprehensive income
 
 
 
 
$
11,395

 
 
 
 
 
$
1,272

 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
 
Nine Months Ended
 
March 31, 2016
 
March 31, 2015
(Unaudited)
Pre-tax
 
Tax
 
Net of Tax
 
Pre-tax
 
Tax
 
Net of Tax
Net income
 
 
 
 
$
16,516

 
 
 
 
 
$
18,811

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
$
1,363

 
$
—

 
$
1,363

 
$
(16,466
)
 
$
(16
)
 
$
(16,482
)
Postemployment severance actuarial change
451

 
(174
)
 
277

 
449

 
(171
)
 
278

Derivative gain (loss)
(2,036
)
 
632

 
(1,404
)
 
6,421

 
(822
)
 
5,599

Reclassification to (earnings) loss:
 
 
 
 
 
 
 
 
 
 
 
Derivatives
2,610

 
(937
)
 
1,673

 
(4,258
)
 
681

 
(3,577
)
Amortization of prior service costs
28

 
(10
)
 
18

 
26

 
(9
)
 
17

Amortization of actuarial change
(193
)
 
77

 
(116
)
 
(89
)
 
36

 
(53
)
Other comprehensive income (loss)
$
2,223

 
$
(412
)
 
$
1,811

 
$
(13,917
)
 
$
(301
)
 
$
(14,218
)
Total comprehensive income
 
 
 
 
$
18,327

 
 
 
 
 
$
4,593

 
 
 
 
 
 
 
 
 
 
 
 
See Notes to Condensed Consolidated Financial Statements.


5


KIMBALL ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
 
 
 
Nine Months Ended
 
March 31
(Unaudited)
2016
 
2015
Cash Flows From Operating Activities:
 
 
 
Net income
$
16,516

 
$
18,811

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
14,336

 
14,649

Gain on sales of assets
(137
)
 
(46
)
Deferred income tax and other deferred charges
3,614

 
(1,867
)
Stock-based compensation
2,662

 
2,719

Excess tax benefits from stock-based compensation
(203
)
 
—

Other, net
154

 
193

Change in operating assets and liabilities:
 
 
 
Receivables
(8,836
)
 
(14,799
)
Inventories
(6,178
)
 
(10,395
)
Prepaid expenses and other current assets
(6,479
)
 
(1,698
)
Accounts payable
14,858

 
6,661

Accrued expenses
(2,278
)
 
(2,978
)
Net cash provided by operating activities
28,029

 
11,250

Cash Flows From Investing Activities:
 
 
 
Capital expenditures
(27,117
)
 
(19,450
)
Proceeds from sales of assets
200

 
282

Purchases of capitalized software
(960
)
 
(3,551
)
Other, net
71

 
51

Net cash used for investing activities
(27,806
)
 
(22,668
)
Cash Flows From Financing Activities:
 
 
 
Proceeds from revolving credit facility
3,000

 
—

Excess tax benefits from stock-based compensation
203

 
—

Repurchases of common stock
(7,982
)
 
—

Repurchase of employee shares for tax withholding
(897
)
 
—

Net transfers from Kimball International, Inc.
—

 
50,295

Debt issuance costs
—

 
(123
)
Net cash (used for) provided by financing activities
(5,676
)
 
50,172

Effect of Exchange Rate Change on Cash and Cash Equivalents
99

 
(3,344
)
Net (Decrease) Increase in Cash and Cash Equivalents
(5,354
)
 
35,410

Cash and Cash Equivalents at Beginning of Period
65,180

 
26,260

Cash and Cash Equivalents at End of Period
$
59,826

 
$
61,670

Supplemental Disclosure of Cash Flow Information
 
 
 
Cash paid during the period for:
 
 
 
Income taxes
$
6,677

 
$
8,223

Interest expense
$
1

 
$
5

See Notes to Condensed Consolidated Financial Statements.

6


KIMBALL ELECTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Business Description and Summary of Significant Accounting Policies
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 March 31, 2016 and June 30, 2015, results of operations for the three and nine months ended March 31, 2016 and 2015, and cash flows for the nine months ended March 31, 2016 and 2015. 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 through October 31, 2014, the spin-off date. 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 periods prior to the spin-off. Note 2 - Related Party Transactions of Notes to Condensed Consolidated Financial Statements provides information regarding 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 nine months ended March 31, 2016 and 2015, respectively, we sold, without recourse, $93.1 million and $100.1 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 $5.4 million at March 31, 2016 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. See Note 5 - Commitments and Contingent Liabilities of Notes to Condensed Consolidated Financial Statements for more information on banker’s acceptance drafts.
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 gain (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
 
Nine Months Ended
 
March 31
 
March 31
(Amounts in Thousands)
2016
 
2015
 
2016
 
2015
Foreign currency/derivative gain (loss)
$
336

 
$
(920
)
 
$
(619
)
 
$
(1,151
)
Gain (loss) on supplemental employee retirement plan investments
26

 
154

 
(170
)
 
203

Other
(128
)
 
(130
)
 
(250
)
 
(298
)
Non-operating income (expense), net
$
234

 
$
(896
)
 
$
(1,039
)
 
$
(1,246
)
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. During the quarter ended March 31, 2016, we recognized a $1.8 million discrete foreign tax benefit as a result of a favorable tax ruling related to the fiscal year 2015 capitalization of our Romania subsidiary.
“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 March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance on accounting for share-based payment transactions. The objective of this guidance is to simplify certain aspects of the accounting for share-based payment transactions, including the treatment of excess income tax benefits and deficiencies, allowing an election to account for forfeitures as they occur, and classification of excess tax benefits on the statement of cash flows. The new guidance is effective for our fiscal year 2019 annual financial statements. Early adoption is permitted in any interim or annual period. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.
In February 2016, the FASB issued guidance on leases. The new guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by those leases with terms of more than 12 months. Under the current guidance, only capital leases are recognized on the balance sheet. The new guidance requires additional qualitative and quantitative disclosures. The new guidance is effective for our fiscal year 2020 financial statements. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.
In November 2015, the FASB issued guidance on the balance sheet classification of deferred taxes. Under the current guidance, deferred tax liabilities and assets must be separated into current and noncurrent amounts in a classified statement of financial position. The new guidance requires deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The new guidance does not change the requirement that deferred tax liabilities and assets of a tax-paying component of an entity to be offset and presented as a single amount. The guidance is effective for our fiscal year 2019 annual financial statements and interim periods within annual periods for our fiscal year 2020, with earlier application permitted as of the beginning of an interim or annual reporting period. The guidance offers two acceptable adoption methods: (i) retrospective adoption to all periods presented; or (ii) prospective adoption to all deferred tax liabilities and assets. We do not expect the adoption of this standard to have a material effect on our financial position, results of operations, or cash flows.
In July 2015, the 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 do not expect the adoption to have a material effect on our consolidated 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 consolidated 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.

9


Note 2. Related Party Transactions
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. For the nine months ended March 31, 2015, former Parent charged us approximately $4.5 million for such services and indirect general and corporate overhead expenses and, additionally, approximately $2.1 million for corporate incentive plan expenses, including stock-based compensation. These costs which were charged through October 31, 2014, the spin-off date, 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 periods prior to the spin-off.
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 March 31, 2016 and June 30, 2015, the Company has a receivable from Kimball International recorded for $0.7 million and $0.8 million, respectively. As of both March 31, 2016 and June 30, 2015, $0.6 million of the receivable from Kimball International is a long-term receivable and was recorded in Other Assets on the Condensed Consolidated Balance Sheets, relating to benefits from domestic 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.
Note 3. Inventories
Inventories are valued using the lower of first-in, first-out (FIFO) cost or market value. Inventory components were as follows:
(Amounts in Thousands)
March 31, 2016
 
June 30,
2015
Finished products
$
21,389

 
$
21,415

Work-in-process
12,464

 
13,029

Raw materials
98,224

 
90,754

Total inventory
$
132,077

 
$
125,198




10


Note 4. Accumulated Other Comprehensive Income (Loss)
During the nine months ended March 31, 2016 and 2015, 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
1,363

 
(1,404
)
 
—

 
277

 
236

Reclassification to (earnings) loss
—

 
1,673

 
18

 
(116
)
 
1,575

Net current-period other comprehensive income (loss)
1,363

 
269


18


161

 
1,811

Balance at March 31, 2016
$
(7,750
)
 
$
(3,288
)
 
$
—

 
$
602

 
$
(10,436
)
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2014
$
4,925

 
$
(3,406
)
 
$
(35
)
 
$
135

 
$
1,619

Other comprehensive income (loss) before reclassifications
(16,482
)
 
5,599

 
—

 
278

 
(10,605
)
Reclassification to (earnings) loss
—

 
(3,577
)
 
17

 
(53
)
 
(3,613
)
Net current-period other comprehensive income (loss)
(16,482
)
 
2,022

 
17

 
225

 
(14,218
)
Balance at March 31, 2015
$
(11,557
)
 
$
(1,384
)
 
$
(18
)
 
$
360

 
$
(12,599
)

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
 
Nine Months Ended
 
Affected Line Item in the Condensed Consolidated Statements of Income
 
March 31
 
March 31
 
(Amounts in Thousands)
 
2016
 
2015
 
2016
 
2015
 
Derivative gain (loss) (1)
 
$
(1,019
)
 
$
285

 
$
(2,609
)
 
$
664

 
Cost of Sales
 
 
—

 
1,870

 
(1
)
 
3,594

 
Non-operating income (expense), net
 
 
343

 
(312
)
 
937

 
(681
)
 
Benefit (Provision) for Income Taxes
 
 
$
(676
)
 
$
1,843

 
$
(1,673
)
 
$
3,577

 
Net of Tax
Postemployment Benefits:
 
 
 
 
 
 
 
 
 
 
Amortization of prior service costs (2)
 
$
—

 
$
(4
)
 
$
(16
)
 
$
(17
)
 
Cost of Sales
 
 
—

 
(2
)
 
(12
)
 
(9
)
 
Selling and Administrative Expenses
 
 
—

 
2

 
10

 
9

 
Benefit (Provision) for Income Taxes
 
 
$
—

 
$
(4
)
 
$
(18
)
 
$
(17
)
 
Net of Tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of actuarial gain (loss) (2)
 
$
36

 
$
27

 
$
109

 
$
55

 
Cost of Sales
 
 
29

 
17

 
84

 
34

 
Selling and Administrative Expenses
 
 
(26
)
 
(18
)
 
(77
)
 
(36
)
 
Benefit (Provision) for Income Taxes
 
 
$
39

 
$
26

 
$
116

 
$
53

 
Net of Tax
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(637
)
 
$
1,865

 
$
(1,575
)
 
$
3,613

 
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.
Note 5. Commitments and Contingent Liabilities
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 March 31, 2016, we had a maximum financial exposure from unused standby letters of credit totaling $0.4 million. We are not aware of circumstances that would require us to perform under any of these arrangements. We believe that the resolution of any claims related to these standby letters of credit 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 March 31, 2016 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 People’s 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 March 31, 2016, the drafts transferred

12


and outstanding totaled $2.5 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 nine months ended March 31, 2016 and 2015 were as follows:
 
Nine Months Ended
 
March 31
(Amounts in Thousands)
2016
 
2015
Product warranty liability at the beginning of the period
$
621

 
$
911

Additions to warranty accrual (including changes in estimates)
167

 
735

Settlements made (in cash or in kind)
(113
)
 
(756
)
Product warranty liability at the end of the period
$
675

 
$
890

Note 6. Fair Value
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 nine months ended March 31, 2016. There were also no changes in the inputs or valuation techniques used to measure fair values during the nine months ended March 31, 2016.
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 March 31, 2016 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:
 
March 31, 2016
(Amounts in Thousands)
Level 1
 
Level 2
 
 
Total
Assets
 
 
 
 
 
 
Cash equivalents
$
29,443

 
$
—

 
 
$
29,443

Derivatives: foreign exchange contracts
—

 
1,308

 
 
1,308

Trading securities: mutual funds held in nonqualified SERP
5,969

 
—

 
 
5,969

Total assets at fair value
$
35,412

 
$
1,308

 
 
$
36,720

Liabilities
 

 
 

 
 
 

Derivatives: foreign exchange contracts
$
—

 
$
2,698

 
 
$
2,698

Total liabilities at fair value
$
—

 
$
2,698

 
 
$
2,698

 
 

 
 

 
 
 

 
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 nine months ended March 31, 2016.
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
Borrowings under credit facilities
 
2
 
Market - Based on observable market rates taking into account Kimball Electronics’ 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


Note 7. Derivative Instruments
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 March 31, 2016, we had outstanding foreign exchange contracts to hedge currencies against the U.S. dollar in the aggregate notional amount of $27.6 million and to hedge currencies against the Euro in the aggregate notional amount of 60.9 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 March 31, 2016, we estimate a $1.6 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 March 31, 2016 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
 
March 31,
2016
 
June 30,
2015
 
Balance Sheet Location
 
March 31,
2016
 
June 30,
2015
Derivatives Designated as Hedging Instruments:
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
Prepaid expenses and other current assets
 
$
751

 
$
1,255

 
Accrued expenses
 
$
1,641

 
$
2,143

 
 
 
 

 
 

 
 
 
 

 
 

Derivatives Not Designated as Hedging Instruments:
 
 

 
 
 
 

 
 

Foreign exchange contracts
Prepaid expenses and other current assets
 
557

 
1,749

 
Accrued expenses
 
1,057

 
175

Total derivatives
 
 
$
1,308

 
$
3,004

 
 
 
$
2,698

 
$
2,318


The Effect of Derivative Instruments on Other Comprehensive Income (Loss)
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
March 31
 
March 31
(Amounts in Thousands)
 
 
 
2016
 
2015
 
2016
 
2015
Amount of Pre-Tax Gain or (Loss) Recognized in Other Comprehensive Income (Loss) (OCI) on Derivatives (Effective Portion):
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
 
 
$
(109
)
 
$
4,537

 
$
(2,036
)
 
$
6,421


The Effect of Derivative Instruments on Condensed Consolidated Statements of Income
 
 
 
 
Three Months Ended
 
Nine Months Ended
(Amounts in Thousands)
 
 
 
March 31
 
March 31
Derivatives in Cash Flow Hedging Relationships
 
Location of Gain or (Loss) 
 
2016
 
2015
 
2016
 
2015
Amount of Pre-Tax Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
Cost of Sales
 
$
(1,019
)
 
$
285

 
$
(2,609
)
 
$
664

Foreign exchange contracts
 
Non-operating income (expense)
 
—

 
1,870

 
—

 
3,595

Total
 
 
 
$
(1,019
)
 
$
2,155

 
$
(2,609
)
 
$
4,259

 
 
 
 
 
 
 
 
 
 
 
Amount of Pre-Tax Loss Reclassified from Accumulated OCI into Income (Ineffective Portion):
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
Non-operating income (expense)
 
$
—

 
$
—

 
$
(1
)
 
$
(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)
 
$
(911
)
 
$
965

 
$
(349
)
 
$
2,006

 
 
 
 
 

 
 

 
 
 
 
Total Derivative Pre-Tax Gain (Loss) Recognized in Income
 
$
(1,930
)
 
$
3,120

 
$
(2,959
)
 
$
6,264



16


Note 8. Investments
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 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 nine months ended March 31, 2016 and 2015 was, in thousands, $19 and $(13), respectively.
SERP asset and liability balances applicable to Kimball Electronics participants were as follows:
(Amounts in Thousands)
March 31,
2016
 
June 30,
2015
SERP investments - current asset
$
205

 
$
192

SERP investments - other long-term asset
5,764

 
5,621

    Total SERP investments
$
5,969

 
$
5,813

 
 
 
 
SERP obligation - current liability
$
205

 
$
192

SERP obligation - other long-term liability
5,764

 
5,621

    Total SERP obligation
$
5,969

 
$
5,813


Note 9. Postemployment Benefits
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 an 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
 
Nine Months Ended
 
March 31
 
March 31
(Amounts in Thousands)
2016
 
2015
 
2016
 
2015
Service cost
$
79

 
$
91

 
$
249

 
$
239

Interest cost
13

 
14

 
40

 
36

Amortization of prior service costs
—

 
6

 
28

 
26

Amortization of actuarial gain
(65
)
 
(44
)
 
(193
)
 
(89
)
Net periodic benefit cost
$
27

 
$
67

 
$
124

 
$
212

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


Note 10. Stock Compensation Plan
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. For more information on our Plan, refer to our Annual Report on Form 10-K for the year ended June 30, 2015.
During the first nine months of fiscal year 2016, the following stock compensation was awarded under the Plan to non-employee members of the Company’s Board of Directors.
 
 
 
 
 
 
 
Unrestricted Shares (1)
 
Quarter Awarded
 
Shares
 
Grant Date Fair Value
Unrestricted shares (director compensation)
 
2nd Quarter
 
47,262

 

$10.94

(1) Unrestricted shares which were awarded to non-employee members of the Company’s Board of Directors as compensation for the portion of directors’ fees prescribed to be paid in unrestricted shares in addition to the portion of directors’ fees to be paid in unrestricted shares as a result of directors’ elections to receive unrestricted shares in lieu of cash payment. Directors’ fees are expensed over the period that directors earn the compensation. Unrestricted shares do not have vesting periods, holding periods, restrictions on sales, or other restrictions.
Note 11. Share Owners’ Equity
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.
On October 21, 2015, the Company’s Board of Directors authorized an 18-month stock repurchase plan (the “Plan”) allowing a repurchase of up to $20 million worth 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. Through March 31, 2016, the Company has repurchased $8.2 million of common stock under the Plan at an average cost of $11.00 per share, which was recorded as Treasury stock, at cost in the Condensed Consolidated Balance Sheet.
During the nine months ended March 31, 2016, the Company acquired an additional 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 as part of the Plan 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.
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 nine months ended March 31, 2015, Net contribution from Parent was $45.6 million, which included non-cash net transfers to Parent of $4.7 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.

18


Note 12. Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
 
Three Months Ended
 
Nine Months Ended
 
March 31
 
March 31
(Amounts in thousands, except per share data)
2016
 
2015
 
2016
 
2015
Basic and Diluted Earnings Per Share:
 
 
 
 
 
 
 
   Net Income
$
7,477

 
$
7,191

 
$
16,516

 
$
18,811

Basic weighted average common shares outstanding
28,771

 
29,172

 
29,097

 
29,159

Dilutive effect of average outstanding performance shares
89

 
146

 
114

 
185

Dilutive weighted average shares outstanding
28,860

 
29,318

 
29,211

 
29,344

 
 
 
 
 
 
 
 
Earnings Per Share of Common Stock:
 
 
 
 
 
 
 
Basic
$
0.26

 
$
0.25

 
$
0.57

 
$
0.65

Diluted
$
0.26

 
$
0.25

 
$
0.57

 
$
0.64

Note 13. Subsequent Event
On May 2, 2016, the Company acquired certain assets, the operations, and assumed certain liabilities of Medivative Technologies, LLC located in Indianapolis, Indiana, a wholly owned subsidiary of privately held Aircom Manufacturing, Inc. The transaction price is approximately $8.3 million in cash subject to post-closing working capital adjustments. The purchase price allocation for this acquisition has not been completed. The acquisition is expected to enhance our package of value and position us to better serve both existing and new customers in our medical end market vertical.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 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.

19



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 2016 edition of the Manufacturing Market Insider published by New Venture Research provided some trends for 2016 and an outlook for the coming years. As noted in the publication, the Worldwide Semiconductor Trade Statistics (WSTS) association projects flat growth over the next few years. Gartner, IDC, and other market research companies also project flat growth for 2016, but expect 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 March 2016 edition of the Manufacturing Market Insider indicated the group of leading EMS companies that comprise its annual list of the 50 largest EMS providers for 2015, of which we are a member, experienced revenue growth of 3.2% in calendar year 2015. During calendar year 2015, we experienced revenue growth of 2.5%.
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 China and U.S. markets, while demand in Europe is stable.  The industrial market has been impacted by lower end market demand for climate control products; however, we are seeing increased demand for smart metering and energy efficient lighting.  We saw demand in the public safety market softening compared to last year due to product mix shift as well as lower demand from government agencies. 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:
•
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

20


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 for the year ended June 30, 2015.
 
 
Nine Months Ended
 
 
March 31
Customer Service Years
 
2016
 
2015
10+ Years
 
 
 
 
% of Net Sales
 
55
%
 
50
%
# of Customers
 
24

 
21

5+ to 10 Years
 
 
 
 
% of Net Sales
 
39
%
 
36
%
# of Customers
 
28

 
27

0 to 5 Years
 
 
 
 
% of Net Sales
 
6
%
 
14
%
# of Customers
 
23

 
28

Total
 
 
 
 
% of Net Sales
 
100
%
 
100
%
 # of Customers
 
75

 
76


•
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
 
 
 
March 31
 
 
(Amounts in Millions, Except for Per Share Data)
2016
 
as a % of Net Sales
 
2015
 
as a % of Net Sales
 
% Change
Net Sales
$
214.1

 
 
 
$
206.9

 
 
 
4
%
Gross Profit
$
16.2

 
7.6
%
 
$
19.0

 
9.2
%
 
(15
)%
Selling and Administrative Expenses
$
9.1

 
4.3
%
 
$
8.1

 
4.0
%
 
12
%
Operating Income
$
7.1

 
3.3
%
 
$
10.8

 
5.2
%
 
(35
)%
Net Income
$
7.5

 
 
 
$
7.2

 
 
 
4
%
Diluted Earnings per Share
$
0.26

 
 
 
$
0.25

 
 
 
 
Open Orders
$
184.9

 
 
 
$
181.1

 
 
 
2
%
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
 
 
 
March 31
 
 
(Amounts in Millions, Except for Per Share Data)
2016
 
as a % of Net Sales
 
2015
 
as a % of Net Sales
 
% Change
Net Sales
$
621.7

 
 
 
$
618.2

 
 
 
1
%
Gross Profit
$
47.6

 
7.7
%
 
$
54.7

 
8.9
%
 
(13
)%
Selling and Administrative Expenses
$
26.6

 
4.3
%
 
$
27.4

 
4.5
%
 
(3
)%
Operating Income
$
20.9

 
3.4
%
 
$
27.3

 
4.4
%
 
(23
)%
Net Income
$
16.5

 
 
 
$
18.8

 
 
 
(12
)%
Diluted Earnings per Share
$
0.57

 
 
 
$
0.64

 
 
 
 
Net Sales by Vertical Market
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
March 31
 
 
 
March 31
 
 
(Amounts in Millions)
2016
 
2015
 
% Change
 
2016
 
2015
 
% Change
Automotive
$
85.6

 
$
74.9

 
14
%
 
$
240.2

 
$
220.0

 
9
%
Medical
65.6

 
59.7

 
10
%
 
184.1

 
183.6

 
—
%
Industrial
45.7

 
51.6

 
(11
)%
 
137.9

 
155.1

 
(11
)%
Public Safety
14.0

 
15.3

 
(8
)%
 
46.4

 
46.3

 
—
%
Other
3.2

 
5.4

 
(39
)%
 
13.1

 
13.2

 
—
%
Total Net Sales
$
214.1

 
$
206.9

 
4
%
 
$
621.7

 
$
618.2

 
1
%

Third quarter fiscal year 2016 total net sales increased compared to the third quarter of fiscal year 2015 as increases in sales to customers in the automotive market and medical market more than offset decreases in sales to customers in the industrial market and public safety market. Year-to-date fiscal year 2016 total net sales increased slightly compared to year-to-date fiscal year 2015 total net sales as new product awards and overall increased demand from existing customers offset the decline from the Johnson Controls, Inc. (“JCI”) exit and foreign exchange fluctuations.
Sales to customers in the automotive market experienced double-digit sales growth in the third quarter of fiscal year 2016 compared to the third quarter of fiscal year 2015 and high single-digit growth in the first nine months of fiscal year 2016 compared to the first nine months of the prior fiscal year, which was driven by demand in all markets, particularly China, despite

22


the anticipated decline in net sales to JCI. Sales to customers in the medical market increased in the third quarter of fiscal year 2016 compared to the third quarter of fiscal year 2015 primarily due to increased demand from existing customers and the successful launch of a next generation product for one of our largest customers. Sales to customers in the industrial market declined in both the third quarter of fiscal year 2016 compared to the third quarter of fiscal year 2015 and in the first nine months of fiscal year 2016 compared to the first nine months of the prior fiscal year largely due to lower end market demand for climate control products. Sales to customers in the public safety market declined in the third quarter of fiscal year 2016 compared to the third quarter of fiscal year 2015 primarily due to reduced demand from certain government programs.
Open orders were up 2% as of March 31, 2016 compared to March 31, 2015. Open orders at a point in time may not be indicative of future sales trends due to the contract nature of our business.
Third quarter fiscal year 2016 gross profit as a percent of net sales declined when compared to the third quarter of fiscal year 2015, primarily the result of contracted customer price reductions, product mix, foreign exchange fluctuations, and costs associated with new product introductions. Year-to-date fiscal year 2016 gross profit as a percent of net sales declined when compared to the year-to-date period of fiscal year 2015 in part due to the foreign exchange fluctuations, product mix, costs associated with new product introductions, and higher healthcare costs in the U.S.
Selling and administrative expenses increased as a percent of net sales in the third quarter of fiscal year 2016 when compared to the third quarter of fiscal year 2015 and increased 12% in absolute dollars. The favorable impact from not having spin-off expenses in the third quarter of fiscal year 2016, which were $0.3 million in the third quarter of fiscal year 2015, was offset primarily by incremental costs related to our Romania greenfield start-up and higher bad debt expense.
For the first nine months of fiscal year 2016, the selling and administrative expenses decreased in both absolute dollars and as a percent of net sales when compared to the first nine months of fiscal year 2015. The favorable impact to selling and administrative expenses from not having charges and allocations from former Parent and lower spin-off expenses in the first nine months of fiscal year 2016 compared to the first nine months of fiscal year 2015 was greater than the increase in costs associated with being an independent publicly traded company, including increased employee salary costs, and the incremental costs related to our Romania greenfield start-up. Spin-off expenses in the first nine months of fiscal year 2016 were $0.1 million compared to $2.6 million in the first nine months of fiscal year 2015.
Other Income (Expense) consisted of the following:
 
Three Months Ended
 
Nine Months Ended
 
March 31
 
March 31
(Amounts in Thousands)
2016
 
2015
 
2016
 
2015
Interest income
$
23

 
$
10

 
$
47

 
$
22

Interest expense
(24
)
 
—

 
(29
)
 
(5
)
Foreign currency/derivative gain (loss)
336

 
(920
)
 
(619
)
 
(1,151
)
Gain (loss) on supplemental employee retirement plan (“SERP”) investments
26

 
154

 
(170
)
 
203

Other
(128
)
 
(130
)
 
(250
)
 
(298
)
Other income (expense), net
$
233

 
$
(886
)
 
$
(1,021
)
 
$
(1,229
)
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 is no effect on net income. The Foreign currency/derivative gain (loss) resulted from net foreign currency exchange rate movements.

23



Our income before income taxes and effective tax rate were comprised of the following U.S. and foreign components:

For the Nine Months Ended

March 31, 2016
 
March 31, 2015
(Amounts in Thousands)
Income Before Taxes
 
Effective Tax Rate
 
Income Before Taxes
 
Effective Tax Rate
United States
$
1,898

 
28.0
%
 
$
1,102

 
50.3
%
Foreign
18,013

 
15.9
%
 
24,974

 
26.9
%
Total
$
19,911

 
17.1
%
 
$
26,076

 
27.9
%
The effective tax rate for the first nine 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., a discrete foreign income tax benefit of $1.8 million recognized during the third quarter of the current fiscal year as a result of a favorable tax ruling related to the capitalization of the Company’s Romania subsidiary, and adjustments for domestic tax credits. The effective tax rate for the first nine 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 a high mix of earnings in foreign jurisdictions which have lower statutory rates than the U.S. and adjustments for domestic tax credits. Our overall effective tax rate will fluctuate depending on the geographic distribution of our worldwide earnings.
A significant amount of sales to Philips, ZF TRW, and Nexteer Automotive accounted for the following portions of our net sales:
 
Three Months Ended
 
Nine Months Ended
  
March 31
 
March 31
 
2016
 
2015
 
2016
 
2015
Philips
17%
 
16%
 
15%
 
16%
ZF TRW
11%
 
9%
 
10%
 
8%
Nexteer Automotive
11%
 
7%
 
10%
 
7%
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 $6.1 million in the nine months ended March 31, 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 $15.4 million in the nine months ended March 31, 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.
Comparing the balance sheet as of March 31, 2016 to June 30, 2015, accounts receivable increased $8.0 million primarily as a result of increased sales volumes. Inventory increased $6.9 million primarily to support increased production volumes. Our property and equipment, net increased $11.7 million primarily due to expenditures for manufacturing equipment, including equipment to support new business awards, and our greenfield start-up facility in Romania. Accounts payable increased $11.8 million primarily on the increased inventory purchases to support increased production volumes. Borrowings under credit facilities has a balance of $3.0 million at March 31, 2016 due to borrowings on our credit facility for local working capital purposes at our China operation. Treasury stock, at cost, has a balance of $8.6 million at March 31, 2016 primarily from repurchases of our common stock under an authorized stock repurchase plan.

24


Liquidity and Capital Resources
Working capital at March 31, 2016 was $193.6 million compared to working capital of $194.2 million at June 30, 2015. The current ratio was 2.1 at March 31, 2016 and 2.2 at June 30, 2015.
Our measure of accounts receivable performance, also referred to as Days Sales Outstanding (“DSO”), for the nine-month period ended March 31, 2016 and March 31, 2015 was 59.0 days and 58.6 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 2015, 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 $5.4 million and $4.3 million at March 31, 2016 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 nine-month period ended March 31, 2016 increased to 62.3 days from 60.0 days for the nine-month period ended March 31, 2015 partly due to the increased inventory associated with new product introductions. 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 $116.5 million at March 31, 2016 and $125.1 million at June 30, 2015.
Cash Flows
The following table reflects the major categories of cash flows for the first nine months of fiscal years 2016 and 2015.
 
 
Nine Months Ended
 
 
March 31
(Amounts in thousands)
 
2016
 
2015
Net cash provided by operating activities
 
$
28,029

 
$
11,250

Net cash used for investing activities
 
$
(27,806
)
 
$
(22,668
)
Net cash (used for) provided by financing activities
 
$
(5,676
)
 
$
50,172

Cash Flows from Operating Activities
Net cash provided by operating activities for the first nine months of fiscal years 2016 and 2015 was primarily driven by net income adjusted for non-cash items. Changes in working capital used $8.9 million of cash in the first nine months of fiscal year 2016 and $23.2 million of cash in the first nine months of fiscal year 2015.
The usage of $8.9 million cash from changes in working capital balances in the first nine months of fiscal year 2016 was primarily due to fluctuations in our accounts receivable, inventory, and prepaid expenses and other current assets. An increase in accounts receivable used cash of $8.8 million which primarily resulted from increased sales volumes. An increase in inventory used cash of $6.2 million primarily to support increased sales volumes. An increase in certain prepaid expenses and other current assets used cash of $6.5 million primarily due to an increase in taxes refundable. Partially offsetting these usages was an increase in accounts payable which provided cash of $14.9 million resulting primarily from the increased purchases to support increased sales volumes and an increase in the overall timing of payment of our accounts payable.
The $23.2 million usage of cash from changes in working capital balances in the first nine months of fiscal year 2015 was primarily due to fluctuations in our accounts receivable and inventory. An increase in accounts receivable used cash of $14.8 million which resulted primarily from increased sales volumes. An increase in inventory used cash of $10.4 million primarily to support the increased volumes. Partially offsetting these usages was an increase in accounts payable which provided cash of $6.7 million related to the increased inventory purchases.
Cash Flows from Investing Activities
For the first nine months of fiscal years 2016 and 2015, net cash used for investing activities was $27.8 million and $22.7 million, respectively. During the first nine months of fiscal year 2016, we reinvested $28.1 million into capital investments for the future with the largest expenditures for manufacturing equipment, including equipment to support new business awards, and our greenfield start-up facility in Romania. During the first nine months of fiscal year 2015, we reinvested $23.0 million into capital investments primarily for manufacturing equipment.

25


Cash Flows from Financing Activities
For the first nine months of fiscal years 2016, net cash used for financing activities resulted from repurchases of our common stock under an authorized stock repurchase plan and amounts related to the issuance of performance shares to officers and other key employees, partially offset by borrowings on our China credit facility for working capital purposes. For the first nine months of fiscal year 2015, net cash provided by financing activities represents net transfers from 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. 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.
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 March 31, 2016, we had no short-term borrowings under the primary facility and $0.4 million in letters of credit against the primary credit facility. At 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 nine-month period ended March 31, 2016.
Kimball Electronics utilizes foreign credit facilities to satisfy short-term cash needs at specific foreign locations rather than funding from intercompany sources. As of March 31, 2016, we maintained a Thailand overdraft credit facility which allows for borrowings up to 90 million Thai Baht (approximately $2.6 million at March 31, 2016 exchange rates). We had no borrowings under this foreign credit facility as of March 31, 2016 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 $3.0 million borrowings outstanding under this foreign credit facility as of March 31, 2016 and no borrowings outstanding under this foreign credit facility as of June 30, 2015. These foreign credit facilities can be canceled at any time by either the bank or us.
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 $56.7 million at March 31, 2016. 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. As part of this plan to enhance our capabilities and diversification, subsequent to March 31, 2016, we acquired certain assets, the operations, and assumed certain liabilities of a contract manufacturing company for approximately $8.3 million, subject to post-closing working capital adjustments, which was financed with available liquidity.
We are growing our business in Europe through the expansion of our manufacturing capabilities in the region. We completed the construction of our greenfield facility in Romania in the second quarter of this fiscal year and have begun operations. Capacity at this facility will continue to ramp up through fiscal year 2017.
At March 31, 2016, our capital expenditure commitments were approximately $8.9 million, consisting primarily of commitments in anticipation of future growth, including new program wins, and for capacity purposes. We anticipate our funds on hand and funds provided by operations will be sufficient to fund these capital expenditures.

26


At March 31, 2016, our foreign operations held cash totaling $29.8 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. The Company repurchased $8.2 million of common stock under the Plan through March 31, 2016.
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, unsuccessful integration of acquisitions and new operations, 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 third 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 People’s 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 March 31, 2016, the drafts transferred and outstanding totaled $2.5 million. No transferee has exercised their recourse rights against us.
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.


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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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
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.
Item 4. Controls and Procedures
(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 March 31, 2016, 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 March 31, 2016 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION

Item 1. Legal Proceedings
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.
Item 1A. Risk Factors
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table contains information about our purchases of equity securities during the three months ended March 31, 2016.
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(1)
January 1, 2016 - January 31, 2016
115,612
$
9.98

115,612
$
15,000,006

February 1, 2016 - February 29, 2016
224,049
$
11.04

224,049
$
12,525,439

March 1, 2016 - March 31, 2016
62,807
$
11.56

62,807
$
11,799,562

Total
402,468
$
10.82

402,468
 
(1) 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.

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Item 6. Exhibits
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 Officer 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.



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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
 
 
May 5, 2016
 
 
 
 
 
 
 
By:
/s/ MICHAEL K. SERGESKETTER
 
 
Michael K. Sergesketter
Vice President,
Chief Financial Officer
 
 
May 5, 2016

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 Officer 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