OUR GLOBAL PRESENCE
WHO WE ARE
Kimball Electronics was founded in 1961 and incorporated in 1998.
We deliver a package of value that begins with our core competency
of producing durable electronics and further offer contract
manufacturing services for non-electronic components, medical
disposables, drug delivery solutions and precision molded plastics.
Our design and manufacturing expertise coupled with robust
processes and procedures help us ensure that we deliver the
highest levels of quality and reliability throughout the entire life
cycle of our customers’ products. We deliver award-winning service
across our global footprint with an operations platform driven by
highly integrated procedures, standardization, and teamwork. Our
Customer Relationship Management (“CRM”) model is key to
providing our customers convenient access to our global footprint
and all of our services throughout the entire product life cycle.
Because they operate in industries that demand rigorous
engineering controls and that commonly require long product life
cycles, our customers rely on our track record of quality,
international standard certifications, financial stability, social
responsibility, and commitment to long-term relationships.
We offer our services globally on a contract basis, and we
manufacture products to our customers’ specifications. Our services
primarily include:
• Production and testing of printed circuit board assemblies
(PCBAs);
• High-level and final assembly of medical, automotive, and
industrial products;
• Design services and support;
• Supply chain services and support;
• Rapid prototyping and new product introduction support;
• Product design and process validation and qualification;
• Industrialization and automation of manufacturing processes;
• Reliability testing (testing of products under a series of
extreme environmental conditions);
• Aftermarket services;
• Production and assembly of medical devices, medical
disposables including packaging, and other non-electronic
products;
• Drug delivery devices and solutions with and without electronics;
• Class 7 and 8 clean room assembly, cold chain and product
sterilization management;
• Design engineering and production of precision molded
plastics; and
• Complete product life cycle management.
Our global footprint supports our
customers’ specialized manufacturing
needs. Whether the requirement is
in-region support for an end market,
access to a lower cost market, or
proximity to a customer team, Kimball
Electronics has a solution.
North America
Jasper, Indiana
(Manufacturing and
World Headquarters)
Indianapolis, Indiana
Tampa, Florida
Reynosa, Mexico
Europe
Poznan, Poland
Timisoara, Romania
Asia
Nanjing, China
Laem Chabang, Thailand
FINANCIAL HIGHLIGHTS
Fiscal Year Ended June 30,
(Amounts in thousands, except per share data)
2024
2023
Net Sales
$ 1,714,510
$ 1,823,429
Operating Income, as reported (GAAP)
$
49,277
$
87,729
SERP
680
701
Legal Settlements (Recovery)
(892)
(212)
Restructuring Expense
2,386
—
Goodwill Impairment
5,820
—
Asset Impairment
17,040
—
Adjusted Operating Income (non-GAAP)
$
74,311
$
88,218
Net Income, as reported (GAAP)
$
20,511
$
55,831
Adjustments After Measurement Period on GES Acquisition
—
279
Legal Settlements (Recovery)
(676)
(161)
Restructuring Expense, After-Tax
1,810
—
Goodwill Impairment, After-Tax
4,414
—
Asset Impairment, After-Tax
9,787
—
Adjusted Net Income (non-GAAP)
$
35,846
$
55,949
Diluted Earnings per Share, as reported (GAAP)
$
0.81
$
2.22
Adjustments After Measurement Period on GES Acquisition
—
0.01
Legal Settlements (Recovery)
(0.03)
—
Restructuring Expense
0.07
—
Goodwill Impairment
0.18
—
Asset Impairment
0.39
—
Adjusted Diluted Earnings per Share (non-GAAP)
$
1.42
$
2.23
Return on Invested Capital
7.4%
9.4%
Cash Flow from (used for) Operations
$
73,217
$
(13,804)
Capital Expenditures(1)
$
47,040
$
90,688
Share Owners’ Equity
$
540,461
$
523,994
(1) Capital Expenditures include purchases of capitalized software.
DIVERSIFIED
PORTFOLIO OF
END MARKETS
AND MARKET
SERVICES
*Percentage of net sales
**Percentage change
compared to fiscal
year 2023
27%
*
48%
*
Automotive
(2%)**
• Electronic Power Steering
• Body Controls
• Advanced Driver-
Assistance Systems
• Electronic Braking
Systems
25%
*
• Sleep Therapy and
Respiratory Care
• Image Guided Therapy
• In Vitro Diagnostics
• Drug Delivery
• AED
• Patient Monitoring
Medical
(15%)**
• Climate Controls
• Automation Controls
• Optical Inspection
• Smart Metering
• Public Safety
Industrial
(3%)**
2024 Annual Report | 1
Photography courtesy of Nasdaq, Inc.
Richard D. Phillips
Chief Executive Officer
TO OUR SHARE OWNERS
Fiscal 2024 was my first full year as CEO of Kimball Electronics, and I am privileged to be
writing to you today on behalf of an organization with such a rich history of excellence and
focus on long-term relationships. Early on, I was drawn to Kimball for a variety of reasons…
but at the top of my list were the outstanding company culture and opportunity for
significant value creation. My experiences so far have confirmed those perspectives.
We entered fiscal year 2024 with high expectations for another
year of growth, after finishing fiscal 2023 with record sales. What
is even more impressive is that our plans included offsetting a
$100 million reduction in business with a major medical customer
involved in an FDA recall. The first quarter of the fiscal year was
the best Q1 in our Company history, but we recognized that
end-market demand was weakening across each of the vertical
markets we serve from macro headwinds, and we had to respond.
Controlling what we can control
Our response was an approach of “controlling what we can
control” including resizing our team, sharpening our strategic
focus, taking other actions to reduce costs, and continuing to focus
on significant improvements in working capital management,
finishing the year with notable highlights, including:
• Net sales of $1.715 billion, the second highest result in our
Company’s history,
• Adjusted operating income at 4.3% of net sales,
• Inventory levels reduced 25% year-over-year, and
• Cash flow from operating activities in excess of $73 million.
“With our renewed strategic focus on EMS
operations, and a strong balance sheet, we will be
looking with a new lens on where – and how – to
profitably increase the top line.”
Consistent with our focus on building long-term relationships, 76%
of our revenue was with customers we’ve worked with for a decade,
or more, and for the tenth consecutive year, we were recognized by
CIRCUITS ASSEMBLY in multiple categories for Service Excellence.
Our annual sustainability report, themed “How We Are Winning
Together, The Kimball Way,” discloses how we’re controlling our
greatest impacts on people, the planet, and our communities.
The report reflects the deep roots of sustainability in our culture,
and highlights numerous sustainability-related recognitions and
accomplishments from calendar year 2023. I believe it is our finest
and demonstrates our dedication to the Guiding Principles of
Customers, People, Citizenship, and Profits.
Throughout fiscal year 2024, I spent a great deal of time visiting
our locations, meeting with customers, and working with our
Leadership Team to complete an in-depth review of our strategic
focus, vertical market structure, and organization design.
Sharpening our strategic focus
In May of 2024, we announced our intent to divest the Automation,
Test, and Measurement (AT&M) business. While we made significant
strides enhancing capabilities in AT&M since the acquisition of
GES in 2018, it was not a good strategic fit for Kimball and our
goals for future growth. The transaction was finalized on July
31st, with the proceeds being used to strengthen our balance
sheet in the form of increased liquidity and financial flexibility.
The divestiture allows us to focus on core EMS capabilities. For
further differentiation, we realigned the Medical Solutions
business unit, in Indianapolis, into the EMS medical vertical.
The operating environment remains challenging and many contract
manufacturing organizations, Kimball included, have adjusted
expectations for weak end-market demand. In our verticals, the
pullback has been more significant than we originally anticipated,
setting up fiscal year 2025 for another year of “controlling what we
can control.” Near term, this translates into a continued focus on
cost structure, margin levels, working capital management, and
investments in capital expenditures. Over a longer period of time,
however, “controlling what we can control” is extending beyond
these measures and focused on growing the top line.
Our Company has been in operation for over 60 years – 10 of
them listed on Nasdaq – and we have weathered many storms.
But we have also recognized when to “cast the net a little wider”
by moving into new markets where our core manufacturing
capabilities support emerging technology. With our renewed
strategic focus on EMS operations, and a strong balance sheet, we
will be looking with a new lens on where – and how – to profitably
increase the top line. The recent announcement by our largest
medical customer – making Kimball the sole supplier on their
respiratory care final assembly and high-level assembly business
– is a great example where we see the growth potential.
Throughout this journey, we will stay true to our Guiding Principles
and continue to:
• Be collaborative and team-oriented,
• Set high aspirations…not unrealistic goals, but attainable
targets that require stretching,
• Communicate openly and proactively, and
• Remain accountable to our Company, to our customers,
to each other, and to our Share Owners.
I’m excited for the future of the Company, and thank you for
your support.
We invite you to stay informed by visiting our website at
www.kimballelectronics.com as we continue to build lasting
relationships for global success.
For more detailed insights into the past year, we encourage you
to read the following Form 10-K.
Richard D. Phillips
Chief Executive Officer
2 | Kimball Electronics
2024 Annual Report | 3
CREATING QUALITY FOR LIFE
As the premier, single-source electronics manufacturing services
provider and contract manufacturing organization, Kimball
Electronics creates Automotive, Medical, and Industrial solutions
that help improve people’s health, safety, productivity, and
comfort throughout communities around the globe.
2
6
4
5
8
9
7
3
1
AUTOMOTIVE SOLUTIONS
1 CHASSIS CONTROL in vehicle electronics manages and
optimizes a vehicle’s stability, handling, and ride comfort by
coordinating braking, steering, and suspension functions.
2 DOMAIN CONTROL in vehicle electronics is a centralized
system that integrates and manages subsystems like infotainment,
powertrain, and advanced driver-assistance to improve functionality.
3 POWER ELECTRONICS in a vehicle convert and control electrical
power for driving motors, managing battery charging, and powering
auxiliary systems in performance of electric and hybrid vehicles.
MEDICAL SOLUTIONS
4 RESPIRATORY CONTROL SOLUTIONS using electronics
in medical applications include devices like ventilators, CPAP
machines, and oxygen concentrators that support, monitor,
and manage patients’ breathing and respiratory functions.
5 ELECTRONIC DRUG DELIVERY DEVICES, such as
autoinjectors, insulin pumps, nebulizers, and smart inhalers,
precisely control and administer medications to patients,
enhancing treatment accuracy and adherence.
6 ELECTRONIC SURGICAL SYSTEMS, including robotic
surgical platforms and electrosurgical units, enhance precision,
control, and outcomes in medical procedures by integrating
advanced electronic technologies.
INDUSTRIAL SOLUTIONS
7 ELECTRONICS IN CLIMATE CONTROL AND SMART
ENERGY MANAGEMENT DEVICES enable precise regulation
of indoor environments that help to power the AI network, optimize
energy usage, and contribute to energy conservation through
real-time monitoring and predictive analytics.
8 ELECTRONICS IN OFF-HIGHWAY EQUIPMENT, such
as construction machinery and agricultural vehicles, optimize
performance, enhance safety, and improve operational efficiency
through advanced control systems, diagnostics, and automation.
9 IovT AND FACTORY AUTOMATION SYSTEMS facilitate
real-time monitoring and control by connecting sensors, controllers,
and communication networks to enable efficient data collection
and process management.
4 | Kimball Electronics
2024 Annual Report | 5
STRATEGICALLY FOCUSED ON:
AUTOMOTIVE SOLUTIONS
Automotive was our largest market vertical in fiscal year 2024, with net sales at
$826.4 million. This market represents 48% of our total company sales, with strength
in chassis control systems, including electronic power steering and electronic braking,
safety systems, and vehicle comfort control, as well as many other automotive
electronics. We manufacture electronic assemblies and systems for vehicles with
traditional internal combustion engines, electronic vehicles, and hybrids.
UNRIVALED PROFICIENCY IN AUTOMOTIVE ELECTRONICS MANUFACTURING
Understanding the critical importance of safety, reliability, and dependability, we work closely with our valued automotive partners, leading
the market in ensuring the highest standards of manufacturing excellence. Since our entry into the automotive sector in 1985, vehicle
technologies have evolved dramatically. Despite these advancements, Kimball Electronics has consistently maintained its ability to
deliver unmatched quality and reliability in automotive electronics manufacturing. This requires deep expertise and a thorough understanding
of the craft. Our long-standing dedication to supporting industry leaders in automotive technology is a commitment that will continue for
decades to come.
By assisting our customers in the production of essential electronic systems, Kimball Electronics plays a pivotal role in propelling the evolution
of automotive innovation, and could include the following applications.
1
STEERING (INCL. X-BY-WIRE) Steering-by-wire, or steer-by-
wire, is an advanced vehicle system that replaces the traditional
mechanical linkage between the steering wheel and the
wheels with electronic controls. It is an important part of
Advanced Driver-Assistance Systems (ADAS) and autonomous
driving technology. It uses sensors to detect the steering
wheel’s position, an electronic control unit (ECU) to process
the input, and actuators to steer the wheels. This technology
offers benefits like weight reduction, improved safety, enhanced
precision, and customizable steering feel. This system requires
robust redundancy systems to ensure reliability and is a key
innovation in modern automotive design.
2
BRAKING (INCL. X-BY-WIRE) Since 1985, Kimball Electronics
has been manufacturing electronics for innovative braking
systems. It is an important part of Advanced Driver-Assistance
Systems (ADAS) and autonomous driving technology. Brake-by-
wire is an advanced braking system that replaces traditional
mechanical and hydraulic components with electronic controls.
When the driver presses the brake pedal, sensors send signals
to an electronic control unit (ECU), which then commands
actuators to apply the brakes. This system offers benefits like
weight reduction, enhanced braking precision, improved safety
features, and integration with regenerative braking in electric
vehicles, marking a significant innovation in modern vehicle
braking technology.
3
ACTIVE SUSPENSION ECUs manage the dynamic
adjustment of a vehicle’s suspension in real-time to enhance
ride comfort, handling, and stability. By monitoring data from
sensors, the ECU adjusts suspension settings like damping
and spring stiffness to optimize performance on varying road
conditions. These ECUs also integrate with other systems,
such as braking and steering, to provide a coordinated
response, ensuring a smoother, safer, and more responsive
driving experience.
4
AUTOMOTIVE DOMAIN CONTROLLERS are a critical part
of the shift towards more integrated, efficient, and adaptable
vehicle electronics architecture. Domain Controllers are advanced
electronic control units that centralize the management of
specific functional areas within a vehicle, such as powertrain,
infotainment, or driver assistance. By consolidating multiple
functions, these controllers reduce the complexity and number
of individual ECUs, leading to more efficient communication,
enhanced processing power, easier software updates, and
cost and weight reduction. They play a crucial role in supporting
modern vehicle technologies, including Advanced Driver-
Assistance Systems (ADAS) and autonomous driving.
5
INVERTERS are crucial for converting and managing
electrical power in electric and hybrid vehicles, playing a key
role in motor control, energy efficiency, and regenerative
braking. Inverters in automobiles convert direct current (DC)
from the battery into alternating current (AC) to power electric
motors in electric and hybrid vehicles. They control motor
speed and torque by regulating AC power, enable regenerative
braking by converting AC back to DC, and enhance overall
efficiency and performance. Inverters are essential for smooth
vehicle operation, efficient energy use, and maximizing the
range of electric and hybrid vehicles.
6
DC-DC CONVERTERS in automobiles adjust the voltage
from a high-voltage battery to different DC voltage levels
required by various vehicle systems. They ensure stable power
distribution, enhance energy efficiency, and provide electrical
isolation to protect sensitive components. By converting and
regulating voltage efficiently, they help optimize energy use
and extend the vehicle’s range.
7
ON-BOARD CHARGING in vehicles refers to the system
that converts external AC power into DC power to recharge
the vehicle’s battery. It manages the charging process by
regulating current and voltage, supports Level 1 and Level 2
charging, and integrates with the vehicle’s electrical system
to ensure efficient and safe recharging.
3
2
4
5
7
6
1
$826+M
Net sales in
automotive
solutions
6 | Kimball Electronics
2024 Annual Report | 7
STRATEGICALLY FOCUSED ON:
MEDICAL SOLUTIONS
Net sales in the Medical market vertical were $425.7 million, representing 25% of total
company sales. Our success this year was driven by manufacturing for applications
involving respiratory care solutions, electronic drug delivery systems, and electronic
surgical systems, including robotic surgical platforms and electrosurgical units.
MANUFACTURING FOR
CRITICAL MEDICAL SYSTEMS
From printed circuit board assembly (PCBA) to complex system assembly,
to full assembly of a finished medical device, Kimball Electronics has the
experience and the capabilities to manage the stringent quality and reliability
required for durable, high-power, medical manufacturing and assembly both
now and in the future.
1
SLEEP AND OXYGEN THERAPY Respiratory control systems, including
those for sleep and oxygen therapy, are designed to manage and support
breathing for individuals with respiratory conditions. Sleep therapy systems
like CPAP, BiPAP, and ASV provide continuous or adaptive airflow to keep
airways open during sleep, while oxygen therapy systems, such as
concentrators, deliver concentrated or portable oxygen to patients.
These systems feature advanced monitoring, adjustable settings,
and user-friendly interfaces to ensure effective and comfortable
therapy for chronic or acute respiratory needs.
2
DRUG DELIVERY devices enhance medication management by
providing precise dosing, real-time monitoring, and improved patient
compliance. Examples include autoinjectors, insulin pumps for diabetes,
smart inhalers for respiratory conditions, infusion pumps, and
transdermal systems. These devices feature advanced controls and
connectivity for tracking usage, adherence, and safety, often integrating
with digital health platforms to enable personalized and effective treatment.
They are crucial in managing chronic conditions, ensuring accurate
medication delivery, and improving overall therapeutic outcomes.
3
AUTOMATED EXTERNAL DEFIBRILLATORS (AEDs) are life-saving
devices designed to swiftly respond to cardiac emergencies. Compact
and user-friendly, AEDs analyze the heart’s rhythm and deliver electric
shocks, restoring normal heart function. These portable devices
empower medical professionals, and others, to take effective action
in cardiac events, underscoring their vital role in safeguarding lives
and promoting community health.
4
SURGICAL SYSTEMS Advanced surgical systems with electronics,
including robotic surgical systems, endoscopic technologies, surgical
navigation, electrosurgical devices, and laser systems, significantly
enhance surgical precision, safety, and efficiency. These systems provide
real-time imaging and feedback, support minimally invasive techniques,
and integrate with other medical technologies and electronic health
records for comprehensive data management. They improve patient
outcomes by offering high precision, detailed visualization, and enhanced
control during complex procedures, ultimately revolutionizing modern
surgical practices.
5
AMBULANCE AND HOSPITAL PATIENT MONITORING SYSTEMS
are crucial for tracking vital signs and managing patient health during
emergencies and in clinical settings. Ambulances use portable monitors
to assess key metrics like heart rate and oxygen levels, while also
communicating data to hospitals before arrival. In hospitals, bedside
monitors continuously track vital signs, with central stations integrating
data from multiple monitors and alerting staff to critical changes. Both
systems provide real-time data, integrate with electronic health records,
and feature alert systems to ensure timely and effective patient care.
The future importance of advanced patient monitoring systems lies
in their ability to enhance care quality, integrate with other health
technologies, improve efficiency, support remote and predictive
health management, and address global health challenges.
COMPREHENSIVE MEDICAL
MANUFACTURING SERVICES
With a deep understanding of the stringent
demands and regulatory standards of the medical
industry, our capabilities are designed to meet the
unique complexities of each client. Since 1999, we
have manufactured countless medical devices,
drug delivery systems, medical electronics, and
disposable instruments. Leveraging our expertise,
experience, global reach, and steadfast
commitment to long-term partnerships, we provide
comprehensive manufacturing solutions for
extremely complex medical products.
4
5
3
1
2
$425+M
Net sales
in medical
solutions
8 | Kimball Electronics
2024 Annual Report | 9
STRATEGICALLY FOCUSED ON:
INDUSTRIAL SOLUTIONS
Fiscal Year 2024 net sales in Industrial were $462.4 million and 27% of total
company revenue. This performance was primarily driven by the demand for climate
control products, automation controls, smart metering, high-power electronics, and
public safety applications.
MANUFACTURING FOR A DYNAMIC MARKET
In the constantly shifting industrial market, we collaborate closely with our
customers to manufacture products that support the growth of smart cities,
improve energy efficiency, enable effective energy management, transition
to high-power electronic solutions, and provide precise control over motors,
pumps, and electronic climate systems. As a contract manufacturer of
Industrial Solutions for over 56 years, we ensure seamless new product
introductions for our customers. As technology evolves, our unwavering
commitment is to continue supporting those customers.
1
CLIMATE CONTROL AND SMART ENERGY MANAGEMENT Electronic
climate controls and smart energy management systems are transforming
building efficiency and cooling the AI network. These systems allow for
precise regulation of indoor environments, optimizing heating, cooling,
and ventilation to minimize energy waste and carbon emissions while
enhancing occupant comfort and productivity. With real-time monitoring,
predictive analytics, and remote access, building managers can ensure
optimal energy use, detect potential inefficiencies, and implement
proactive energy conservation strategies.2
2
OFF-HIGHWAY EQUIPMENT Since 1968, we have been manufacturing
high-power electronics in the Industrial market. With this experience we
are well positioned to play a key role in helping our customers to electrify
off-highway equipment. By leveraging our manufacturing capabilities
in high-power electronics, full system level assembly, and box build
processes - we’re empowering our global customers to drive forward
innovation and sustainability initiatives at every turn.
3
INTERNET OF THINGS (IoT) & FACTORY AUTOMATION The integration
of IoT into factory automation is revolutionizing the manufacturing
landscape. By connecting machines, sensors, and devices, IoT enables
real-time data collection, monitoring, and analysis, leading to smarter
decision-making and enhanced operational efficiency. Factories can now
optimize processes, predict maintenance needs, reduce downtime, and
ensure consistent product quality. This connectivity also allows for
greater flexibility and scalability, enabling manufacturers to respond
swiftly to changing market demands. As IoT continues to evolve, it is paving
the way for fully automated, intelligent factories that are more agile,
efficient, and sustainable.
4
PUBLIC SAFETY We play a crucial role in supporting the public safety
market by providing advanced electronic manufacturing solutions tailored
to the needs of this vital sector. We partner with leading companies to
develop and produce reliable, high-quality electronic assemblies used in
critical public safety equipment, such as access control systems, emergency
response devices, and surveillance technologies. Our commitment to
precision, durability, and innovation ensures these products perform
flawlessly under the most demanding conditions, helping to safeguard
communities and protect lives. Through our expertise, we contribute to
the development of technologies that enhance the effectiveness and
efficiency of public safety operations.
5
GREEN ENERGY, CHARGING, AND STORAGE We are committed to
customers that advance the synergy between renewable energy sources,
such as solar and wind, and the innovative technologies that support
them. By focusing on more efficient charging solutions, we help optimize
the use of clean energy. Our work in helping to develop and manufacture
high-power electronics, high-capacity batteries, and other advanced
storage systems ensures a steady supply of renewable power by
capturing and utilizing excess energy. This integrated approach not
only reduces reliance on fossil fuels but also maximizes the potential
of sustainable alternatives, driving progress toward a greener future.
MANUFACTURING
SOLUTIONS FOR EVOLVING
MARKET APPLICATIONS
With the growing emphasis on responsible resource
use and the aim of enhancing conservation, we
foresee sustained long-term growth in industrial
applications. This potential is further amplified by
the global expansion of consumer interest in artificial
intelligence, electrification of off-highway vehicles,
factory automation, electronic access control, and
green energy, charging, and storage solutions.
Our strategic focus is manufacturing solutions
for evolving sub-markets in Industrial solutions
that are expected to gain significant momentum.
1
5
3
2
4
$462+M
Net sales
in industrial
solutions
10 | Kimball Electronics
2024 Annual Report | 11
STRATEGICALLY FOCUSED ON:
END-TO-END
MANUFACTURING SOLUTIONS
At Kimball Electronics, our go-to-market approach is centered on end-to-end partnerships
and a deep understanding of our customers’ needs. We work closely with our customers
from the initial design phase through production and beyond, ensuring that every solution
is finely tuned to meet the demands of the industries we serve, including automotive,
medical, and industrial.
AFTERMARKET
SUPPORT
Full service and
support as market
conditions change.
Management
throughout product
life cycle from start
to finish.
NEW PRODUCT
INTRODUCTION (NPI)
OR TRANSFER OF
WORK (TOW)
Robust processes for
new product introduction
(NPI), or the transfer of
existing products from
an existing supplier
(TOW), focused on
manufacturing
excellence and
speed to market.
MANUFACTURING
A manufacturing
partnership with a
customer-focused team
that works as a direct
extension of your team,
including manufacturing
and operational
excellence, while building
in quality, managing the
supply chain, and
handling any required
regulatory certifications.
TESTING
Focused on testing
criteria for areas of
concern that affirm
reliability of specific
functionality and
ensuring quality.
DESIGN &
DEVELOPMENT
Integrated design
engineering and design
for manufacturing
services that ensure
manufacturability
and increase speed
to market.
PROTOTYPING
Dedicated team
& equipment in
prototyping centers
of excellence that
enables bringing
products to market
faster.
With a global manufacturing footprint, we’re equipped to provide reliable, scalable
support that drives success. By emphasizing quality, innovation, and long-term
collaboration, we deliver exceptional value and performance, helping our customers
achieve their goals with the full support of Kimball Electronics at every step.
12 | Kimball Electronics
2024 Annual Report | 13
STRATEGICALLY FOCUSED ON:
OUR CULTURE
Kimball Electronics’ culture is a differentiator in the marketplace and a competitive
strength. We believe you win with people, and we have established – and continue to
enhance – a workplace environment that attracts, develops, and retains the best and
brightest talent available. “The Kimball Way” manifests through our team members and
through a corporate culture centered on respect, appreciation, and enriching the lives of
our employees with meaningful work.
3
2
1
THE KIMBALL WAY
We cultivate a workplace environment that embraces the attitudes of
personal accountability, autonomy and empowerment, individual initiative
and teamwork, employee involvement, and open communication. To help
ensure Kimball Electronics delivers quick time-to-market and high-quality,
reliable, and durable electronics solutions, our teams remain focused on:
1
OUR GUIDING PRINCIPLES We are defined by our Customers, People,
Citizenship, and Profits Guiding Principles that inspire and unite our
employees, foster partnerships with our customers and suppliers,
enhance our communities, and create long-term value for our Share
Owners. We encourage and empower all team members to make us
an even greater global company.
2
OUR SUSTAINABILITY We are proud to be responsible guardians of our
economic, environmental, and social resources, and we champion
transparency and accountability for ourselves. We know that our activities
and business relationships impact our communities, people, and the
planet and, in turn, make negative or positive contributions to sustainable
development. We are committed to reporting on our significant sustainability
impacts and how we are meeting the needs of the present without
compromising the ability of future generations to meet their own needs.
3
AWARDS AND RECOGNITION External and internal company
recognitions and acknowledgements serve as powerful validation of
our achievements and enhance credibility and reputation in our industry.
In 2023-2024, we were honored to be recognized in Newsweek as one
of the Most Trusted Companies in America, ranked as a “leader” in the
Electronic Equipment, Instruments & Components industry by MSCI
ESG Ratings, ranked #13 on Forbes’ America’s Most Successful Small-
Cap Companies list, and awarded in four categories of service excellence
by our customers at the CIRCUITS ASSEMBLY Service Excellence Awards.
Internally, we continue to recognize our lasting relationships and global
success with our employees through celebrations for years of service,
outstanding achievements, and retirements.
4
OUR PURPOSE (Creating Quality for Life) As the premier, single-source
electronics manufacturing services provider and contract manufacturing
organization for Automotive, Medical, and Industrial solutions, we help
improve the health, safety, productivity, and comfort of those who use
our products. We also provide a positive experience by Creating Quality
for Life for our other stakeholders: our people, our customers, our
communities through our positive societal and environmental impacts,
and our Share Owners.
5
OUR PHILANTHROPY We champion corporate citizenship through
the donation of time, treasure, and talent to four main categories of
giving: Community; Education & Arts; Scientific & Environment; and
Human Rights & Needs. Our contributions are intended to support the
communities in which we operate, those who may not be in a position
to directly benefit from employment with us or from our primary business
activities, or those who can benefit from the value derived from our
support or collaboration.
CULTURE OF EXCELLENCE
Our culture of excellence is rooted in one of our
Guiding Principles that states, “Our Customer
is our Business.” To maintain and enhance our
market position, we must continue to deliver
innovative solutions, products, and services
that exceed our customers’ expectations of
quality and enduring value.
4
5
Our Guiding Principles
Our Customer
is Our
Business
Our People
are the
Company
The
Environment
is Our Home
Profits are the
Ultimate Measure
of How Efficiently
and Effectively
We Serve Our
Customers
14 | Kimball Electronics
2024 Annual Report | 15
Fiscal Year 2024 Highlights:
STRATEGICALLY FOCUSED ON:
SHARE OWNERS
Message from our CFO
“Fiscal 2024 was hard fought with a challenging operating
environment combined with divesting the AT&M business,
which was not a small undertaking for our Company.
Looking to fiscal 2025, we expect macro headwinds
to persist and will balance these pressures with cost
controls, a capital allocation strategy focused on longer-
term growth, lasting customer relationships, and
opportunistic share repurchases.”
$0
$500
$1,000
$1,500
$2,000
FY20
FY21
FY22
FY23
FY24
REVENUE (in millions)
EPS
$1,201
$1,292
$1,350
$1,715
$1,823
$0.81
$0.71
$2.24
$1.24
$2.22
Revenue and EPS Growth
0.0
40.0
20.0
60.0
80.0
100.0
FY20
FY21
FY22
FY23
FY24
CAPEX
SHARE REPURCHASES
Capital Allocation
Jana Croom
Chief Financial
Officer
Photography
courtesy of
Nasdaq, Inc.
$1,715M
Net Sales
2nd highest year in
company history
$73M
Cash flow generated
from operating
activities
$74.3M
Adjusted
Operating
Income
4.3% of net sales
$112M
in Inventory
Reductions
25% year-over-year
decrease
16 | Kimball Electronics
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2024
OR
☐ 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of each exchange on which registered
Common Stock, no par value
KE
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Emerging growth company
☐
Non-accelerated filer
☐
Smaller reporting company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
The aggregate market value of the common stock held by non-affiliates, as of December 29, 2023 (the last business day of the Registrant’s most recently
completed second fiscal quarter), was $662.7 million based on 98.4% of common stock held by non-affiliates.
The number of shares outstanding of the Registrant’s common stock as of August 8, 2024 was 24,733,358 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Share Owners to be held on November 15, 2024, are incorporated by reference into Part III.
KIMBALL ELECTRONICS, INC.
FORM 10-K INDEX
Page No.
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Item 1C.
Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Information about Our Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
PART II
Item 5.
Market for Registrant’s Common Equity, Related Share Owner Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .
26
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . .
68
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Share Owner Matters . . . . .
70
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Item 14.
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
PART IV
Item 15.
Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
2
PART I
Item 1 - Business
General
As used herein, the terms “Company,” “Kimball Electronics,” “we,” “us,” or “our” refer to Kimball Electronics, Inc., the
Registrant, and its subsidiaries. Reference to a year relates to a fiscal year, ended June 30 of the year indicated, rather than a
calendar year unless the context indicates otherwise. Additionally, references to the first, second, third, and fourth quarters refer
to those respective quarters of the fiscal year indicated.
Forward-Looking Statements
This document contains certain forward-looking statements. These are statements made by management, using their best
business judgment based upon facts known at the time of the statements or reasonable estimates, about future results, plans, or
future performance and business of the Company. Such statements involve risk and uncertainty, and their ultimate validity is
affected by a number of factors, both specific and general. They should not be construed as a guarantee that such results or
events will, in fact, occur or be realized as actual results may differ materially from those expressed in these forward-looking
statements. 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,” “could,” “will,”
“potentially,” “can,” “goal,” “predict,” and similar expressions. It is not possible to foresee or identify all factors that could
cause actual results to differ from expected or historical results. We make no commitment to update these factors or to revise
any forward-looking statements for events or circumstances occurring after the statement is issued, except as required by law.
The risk factors discussed in Item 1A - Risk Factors of this report could cause our results to differ materially from those
expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or
that we currently do not expect to have a material adverse effect on our business. Any such risks could cause our results to
differ materially from those expressed in forward-looking statements.
At any time when we make forward-looking statements, we desire to take advantage of the “safe harbor” which is afforded such
statements under the Private Securities Litigation Reform Act of 1995 where factors could cause actual results to differ
materially from forward-looking statements.
Overview
Kimball Electronics was founded in 1961 and incorporated in 1998. We deliver a package of value that begins with our core
competency of producing durable electronics and further offer contract manufacturing services for non-electronic components,
medical disposables, drug delivery solutions and precision molded plastics. Our design and manufacturing expertise coupled
with robust processes and procedures help us ensure that we deliver the highest levels of quality and reliability throughout the
entire life cycle of our customers’ products. We deliver award-winning service across our global footprint with an operations
platform driven by highly integrated procedures, standardization, and teamwork. Our Customer Relationship Management
(“CRM”) model is key to providing our customers convenient access to our global footprint and all of our services throughout
the entire product life cycle. Because they operate in industries that demand rigorous engineering controls and that commonly
require long product life cycles, our customers rely on our track record of quality, international standard certifications, financial
stability, social responsibility, and commitment to long-term relationships.
For over 35 years, we have manufactured safety-critical electronic assemblies for automotive customers, developing invaluable
expertise that extends beyond the automotive industry to benefit our medical and industrial customers as well. By harnessing
our experience and expertise in design and process validation, traceability, process and control change, as well as lean
manufacturing, we have achieved substantial growth and diversification.
Many of our customers are multinational companies operating across multiple global regions, and they maximize their supplier
relationship by partnering with us for engineering, manufacturing, and supply chain services and support across multiple
locations and regions. We leverage key supply chain advantages and streamline our operations, enabling cost-effective
manufacturing of both electronic and non-electronic products within a single production facility for customers from all three
end market verticals. Coupled with our CRM model and our global systems, procedures, processes, and teamwork, our strategic
approach to expanding our global footprint aligns with our customers’ preferences in our three end market verticals. This
positions us strongly to support their global growth initiatives.
3
Our customers benefit from consistent supply chain processes across all regions thanks to our global component sourcing,
procurement, quoting, and customer pricing operations. Our central sourcing organization employs global procurement
strategies that ensure consistent component availability and a uniform pricing approach by leveraging the purchasing volume of
our entire organization. Our unified, global quoting model allows us to seamlessly respond to our customers’ production needs
anywhere across our global footprint.
We combine cross-functional teams from multiple facilities in quality, operational excellence, quoting, and design engineering
global support with our business development team members located in-region with our global customers. Clear roles and
responsibilities, combined with diverse skill sets, establish a robust conduit critical for executing our customers’ objectives and
building strong customer relationships. Our robust customer scorecard process provides valuable feedback to all levels of our
company, driving continuous improvement initiatives, strengthening our award-winning service, and fostering deep customer
loyalty. Our customers trust and value our people, our deep-rooted Guiding Principles, and our sustainability policies.
Our corporate headquarters is located at 1205 Kimball Boulevard, Jasper, Indiana. We manufacture products for our customers
at facilities located in the United States, China, Mexico, Poland, Romania, and Thailand. As discussed in the Our Business
Strategy section below, we completed the divestiture of our automation, test, and measurement business on July 31, 2024, prior
to which those subsidiaries manufactured products in China and Vietnam and maintained operations in India and Japan.
We offer our services globally on a contract basis, and we manufacture products to our customers’ specifications. Our services
primarily include:
•
Production and testing of printed circuit board assemblies (PCBAs);
•
High-level and final assembly of medical, automotive, and industrial products;
•
Design services and support;
•
Supply chain services and support;
•
Rapid prototyping and new product introduction support;
•
Product design and process validation and qualification;
•
Industrialization and automation of manufacturing processes;
•
Reliability testing (testing of products under a series of extreme environmental conditions);
•
Aftermarket services;
•
Production and assembly of medical devices, medical disposables including packaging, and other non-electronic
products;
•
Drug delivery devices and solutions with and without electronics;
•
Class 7 and 8 clean room assembly, cold chain and product sterilization management;
•
Design engineering and production of precision molded plastics; and
•
Complete product life cycle management.
We take pride in our attentive approach to understanding and adapting to our customers’ ever-changing needs and preferences.
We continuously seek opportunities to grow and diversify our business and the value we deliver to customers while enhancing
our global presence.
Reporting Segment
Operating segments are defined as components of an enterprise for which separate financial information is available that is
evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and
assessing performance. Each of our business units qualifies as an operating segment with its results regularly reviewed by our
chief operating decision maker, the Chief Executive Officer. Our operating segments meet the aggregation criteria under the
accounting guidance for segment reporting. As of June 30, 2024, all of our operating segments provided contract manufacturing
services, including engineering and supply chain support, for the production of electronic assemblies and other products
including medical devices, medical disposables, precision molded plastics, and automation, test, and inspection equipment
primarily in automotive, medical, and industrial applications, to the specifications and designs of our customers. The nature of
the products, the production process, the type of customers, and the methods used to distribute the products have similar
characteristics across all our operating segments. Each of our operating segments serves customers in multiple markets, and
many of our customers’ programs are manufactured and serviced by multiple operating segments. We leverage global processes
such as component procurement and customer pricing that provide commonality and consistency among the various regions in
which we operate. All of our operating segments have similar long-term economic characteristics, and as such, have been
aggregated into one reportable segment.
4
Our Business Strategy
We intend to achieve sustained, profitable growth in the markets we serve by supporting the global growth initiatives of our
customers as a multifaceted manufacturing solutions company. Key elements of executing our strategy include:
•
Leveraging Our Global Footprint – responding to customer demand through our presence in key regions with
existing facilities, which we focus on expanding, and our consideration of potential new geographic regions;
•
Expanding Our Package of Value – enhancing our core contract manufacturing services strengths and expanding
our package of value in areas such as complex system assembly, specialized processes, and precision molded
plastics with particular emphasis on Kimball medical solutions;
•
Expanding Our Markets – exploring opportunities and making investments that will broaden existing or establish
new markets.
In the third quarter of fiscal year 2024, we made the decision to divest GES, our automation, test and measurement business
unit, and committed to a plan to sell the business, allowing for increased focus and support for the Company’s core operations.
We completed the divestiture of the GES business to Averna Technologies Inc. on July 31, 2024. See Note 3 - Assets and
Liabilities Held for Sale of Notes to Condensed Consolidated Financial Statements for more information on this divestiture.
Our Business Offerings
We offer electronics manufacturing services, including engineering and supply chain support, to customers in the automotive,
medical, and industrial end market verticals. We further offer contract manufacturing services for non-electronic components,
medical disposables, and precision molded plastics. Our services support the complete product life cycle of our customers’
products, and our processes and capabilities cover a range of products from high volume-low mix to high mix-low volume. We
bring innovative, complete design solutions to our customers. We offer Design for Excellence input to our customers as a part
of our standard package of value. We use sophisticated software tools to integrate the supply chain in a way that provides our
customers with the flexibility their business requires. Our robust new product introduction process and our extensive
manufacturing capabilities give us the ability to execute to the various quality and reliability expectations of our customers in
each of our end market verticals. We are committed to protecting the planet by combating climate change, including
contributing to a lower carbon future, in our operations, our value chains, and in the services we offer to our customers. Our
strategies include actions to optimize our manufacturing facilities and processes for sustainability, increase clean energy in our
purchased power mix, collaborate with our customers and supply chain to address upstream and downstream carbon emissions,
invest in clean energy solutions for climate protection, and offer low carbon and clean technology products, technologies and
services.
We value our customers and their unique needs and expectations. Our customer focus and dedication to unparalleled excellence
in engineering and manufacturing has resulted in proven success in the contract manufacturing industry. Personal relationships
are important to us, and we strive to build long-term global partnerships. Our commitment to support our customers is backed
by our history and demonstrated performance for over the past 60 years.
Marketing Channels
Manufacturing services, including engineering and supply chain support, are marketed by our business development team. We
use a CRM model to provide our customers with convenient access to both our global footprint and all of our services
throughout the entire product life cycle.
Major Competitive Factors
Key competitive factors in the markets we serve include quality and reliability, engineering design services, production
flexibility, on-time delivery, customer lead time, test capability, competitive pricing, and global presence. Numerous contract
manufacturing service providers compete globally for business from existing and potential customers. We also face competition
from our customers’ own capacity and capabilities to in-source production. The proliferation of electronic components in
today’s advanced products and the continuing trend by original equipment manufacturers in the electronics industry to
subcontract the assembly process to companies with a core competency in this area drive growth in our industry. 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 margin dilution early in the life of a program, which is often recovered as
the program becomes established and matures. Our continuing success depends upon our ability to replace expiring customers/
programs with new customers/programs.
5
We, and the industry in general, have special conditions affecting working capital that are significant for understanding our
business, including fluctuating inventory levels, which may increase in conjunction with the start-up of new programs and
component availability. Additionally, the nature of the contract manufacturing business is such that customers may be required
to make advance payments for certain inventory purchases and share in the risk of excess and obsolete inventory.
Our Competitive Strengths
We derive our competitive strengths from our experience of producing safety critical electronic assemblies for automotive
customers for over 35 years and leveraging this experience to create valuable and innovative solutions for customers in different
industries. Our strengths include:
•
Core competency of producing durable electronics;
•
Body of knowledge in the design and manufacture of products that require high levels of quality control,
reliability, and durability;
•
Highly integrated, global footprint;
•
Fully integrated engineering, manufacturing and supply chain services as the contract manufacturing organization
(“CMO”) for our customers’ non-electronic components, medical disposables, and precision molded plastics;
•
CRM model and our customer scorecard process;
•
Ability to provide our customers with valuable design input for improved manufacturability, reliability, and cost;
•
Quality systems, industry certifications, and regulatory compliance;
•
Integrated supply chain solutions and competitive bid processes that result in competitive raw material pricing;
and
•
Complete product life cycle management.
Competitors
Numerous manufacturers in the EMS industry compete for business from existing and potential customers. Our competition
includes EMS companies such as Benchmark Electronics, Inc., Flex Ltd., Jabil Inc., Plexus Corp., and Sanmina Corporation.
We do not have a significant share of the EMS market and were ranked the 18th largest global EMS provider for calendar year
2023 by Manufacturing Market Insider in the April 2024 edition published by New Venture Research.
Locations
As of August 23, 2024, we have nine manufacturing facilities with two located in Indiana, one in China, two in Mexico, and
one located in each of Florida, Poland, Romania, and Thailand. Prior to the divestiture of our automation, test, and
measurement business, GES, on July 31, 2024, we also operated manufacturing facilities in Vietnam and China, performed
software design services primarily at a location in India, and provided other support engineering services at locations in
California and Japan. We continually assess our capacity needs and evaluate our operations to optimize our service levels for
supporting our customers’ needs around the globe, and we have recently expanded our facilities in Thailand, Mexico, and
Poland. See Item 1A - Risk Factors for information regarding financial and operational risks related to our international
operations.
Seasonality
Consolidated sales revenue is generally not affected by seasonality.
Customers
While the total electronic assemblies market has broad applications, our customers are concentrated in the automotive, medical,
and industrial end markets. Beginning in fiscal year 2024, the Company changed its presentation of revenue for miscellaneous
sales previously included in Other to include in the respective customers’ end market verticals. Prior year periods have been
recast to conform to the current year presentation.
6
Sales by industry as a percent of net sales for each of the three years in the period ended June 30, 2024 were as follows:
Year Ended June 30
2024
2023
2022
Automotive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48%
46%
44%
Medical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25%
28%
29%
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27%
26%
27%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
100%
100%
Included in our sales were a significant amount to Nexteer Automotive, Philips, and ZF, which accounted for the following
portions of net sales:
Year Ended June 30
2024
2023
2022
Nexteer Automotive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16%
15%
17%
Philips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
14%
15%
ZF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13%
12%
*
* amount is less than 10% of total
The nature of the contract manufacturing business is such that start-up of new programs to replace expiring programs occurs
frequently. Our agreements with customers are often not for a definitive term and are amended and extended, but generally
continue for the relevant product’s life cycle, which can be difficult to predict at the beginning of a program. Typically, our
customer agreements do not commit the customer to purchase our services until a short time before we begin performing those
services. Our customers generally have the right to cancel a particular program subject to contractual provisions governing
termination, the final product runs, excess or obsolete inventory, and end-of-life pricing, which reduce the additional costs that
we incur when a manufacturing services agreement is terminated.
Raw Materials
Raw materials utilized in the manufacture of contract electronic products are generally readily available from both domestic and
foreign sources, although from time to time the industry experiences shortages of certain components due to supply and demand
forces, combined with rapid product life cycles of certain components. In addition, unforeseen events such as natural disasters
and global events, like pandemics, can and have disrupted portions of the supply chain. We believe that maintaining close
communication with suppliers helps minimize potential disruption in our supply chain.
The EMS industry has experienced component shortages, component allocations, and shipping delays, particularly with
semiconductors, in recent fiscal years. Further component shortages or allocations could increase component costs and
potentially interrupt our operations and negatively impact our ability to meet commitments to customers. We take various
actions to attempt to mitigate the risk and minimize the impact to our customers as well as the adverse effect component
shortages, component allocations, or shipping delays could have on our results. Through contractual pricing arrangements and
negotiations with our customers, we attempt to mitigate the adverse effect that cost increases could have on our results.
Raw materials are normally acquired for specific customer orders and often are not interchangeable among products. Inherent
risks associated with rapid technological changes within this our industry are mitigated by procuring raw materials, for the most
part, based on firm orders. In certain instances, such as when lead times dictate, we enter into contractual agreements for
material in excess of the levels required to fulfill customer orders. In turn, material authorization agreements with customers
cover a portion of the exposure for material that we must purchase prior to having a firm order. We may also purchase
additional inventory to support new product introductions, transfers of production between manufacturing facilities, and to
mitigate the potential impact from component shortages.
7
Intellectual Property
Our primary intellectual property is our proprietary manufacturing technology and processes that allow us to provide
competitive contract manufacturing and design services to our customers. As such, this intellectual property is complex and
normally contained within our facilities. To protect our trade secrets, our manufacturing technology and processes, and other
proprietary rights, we rely primarily on a combination of intellectual property laws pertaining to trade secrets and copyrights;
non-disclosure agreements with our customers, employees, and suppliers; and our internal security procedures and systems. We
feel that relying on trade secret or copyright protections is a superior strategy because there is no disclosure of the information
to outside parties, and protections do not expire after a length of time. We also maintain trademark rights (including
registrations) for “Kimball Electronics,” and other wordmarks and trademarks that we use in our business in the United States
and around the world. We have policies and procedures to identify and protect our own intellectual property and that of our
customers and suppliers.
Corporate Social Responsibility
We are committed to responsible, sustainable environmental, social, and governance philosophies and practices, which have
been a part of our fabric since our founding in 1961. To showcase how our employees around the world share a strong sense of
responsibility to protect the environment, sustain a safety focus at our facilities, and give back in meaningful ways to the
communities where we live and work, we issued our latest annual Guiding Principles Report in March 2024. The Report
highlights the long-term environmental, social, and governance principles and practices designed to support the Company’s
commitment to sustaining lasting relationships and achieving global success with its stakeholders wherever Kimball
Electronics’ touch is felt throughout the world. The Report reflects several long-standing Guiding Principles of the Company:
our customer is our business; our people are the company; the environment is our home; we strive to help our communities be
great places to live; profitability and financial resources give us the freedom to shape our future and achieve our vision. The
Report is posted on our website at https://www.kimballelectronics.com/sustainability. The Company’s website and the
information contained therein, or incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-
K.
Socially Responsible Supply Chain
We are committed to the use of a socially responsible supply chain to reduce the risk of human rights violations and the use of
conflict minerals (tin, tungsten, tantalum and gold, or “3TG”) from the Democratic Republic of Congo and certain adjoining
countries. Our efforts include requiring our suppliers to undertake reasonable due diligence within their supply chain to ensure
that the 3TG in the materials we source from them do not directly or indirectly contribute to significant adverse human rights
impacts, as well as conducting due diligence before allowing a potential supplier to become one of our preferred suppliers. We
request the return of reporting forms related to conflict minerals from our suppliers under the Responsible Minerals Initiative,
or RMI, Conflict Minerals Survey. Further, we seek to remove any suppliers that continue to fail to meet our supplier and
conflict minerals policies after being provided the opportunity to remedy non-compliance via implementation of a corrective
action plan. We also conduct recurring, annual training for all employees and certain select contractors on export compliance,
anti-corruption and anti-slavery, and insider trading. In addition, Kimball Electronics is a member of the RMI, which is
evaluating the supply chain risks of conflict minerals and other minerals (e.g., cobalt, mica) and studying how to mitigate those
risks.
Human Rights
As reflected in our Vision and Guiding Principles, Kimball Electronics is committed to the highest standards of conduct in its
business dealings. We are a human-centered company that fully supports human rights. For us, human rights are more than just
being compliant--they are about doing the right thing. Our Guiding Principles outline the critical role Kimball plays as a
corporate citizen for our customers, our people, our partners, our environment, our Share Owners, and our communities. Our
human rights beliefs are deeply rooted in our Guiding Principles and expressed in our Global Human Rights Policy, which is
supported by annual review that explains some of the practical actions that we take each year to implement our Policy.
Kimball has been built upon the tradition of pride in craftsmanship, mutual trust, personal integrity, respect for dignity of the
individual, a spirit of cooperation, and a sense of family and good humor. We seek to enhance this culture as we grow. We
believe that no company should prosper while violating the basic human rights of others whether through unlawful slavery,
servitude, forced or compulsory labor, or otherwise exploitative means. We believe in upholding principles of human rights,
fair remuneration and economic inclusion, fair labor practices, worker safety, and observing fair labor practices within our
organization and our supply chain.
8
Diversity, Equity, Inclusion, and Belonging
We value and work to promote a diverse, equitable and inclusive work environment. We are committed to holding ourselves
accountable, taking action to continuously improve our policies and practices, and to uphold the principles that encompass
diversity, equity, inclusion, and belonging as outlined in our Diversity, Equity, Inclusion, and Belonging (“DEI&B”) statement.
Our strategy is to achieve excellence in customer service, employee relations, and business objectives through creativity,
responsiveness, and innovation as a result of increased well-being, sense of belonging, and meaningful work for our employees.
We actively promote DEI&B, and incorporate DEI&B into our culture, values, and strategies. We provide a report on the
diversity of our employees to our Board, in our Guiding Principles Report, and in our 2023 Talent Attraction & Retention report
on our website at https://www.kimballelectronics.com/sustainability.
Contributing to Our Communities
One of our Guiding Principles is to strive to help our communities be great places to live. We live this Guiding Principle and
further the goals of our Human Rights Policy and our Global Policy on Philanthropic Contributions and Non-Commercial
Sponsorships when we contribute and encourage our employees to contribute to our local communities. Our contributions are
intended to support the communities in which we operate, those who may not be in a position to directly benefit from
employment with us or from our primary business activities, or those who can benefit from the value derived from our support
or collaboration. See the Giving section of our Guiding Principles Report for more information about the ways that we
supported a wide range of charitable and non-commercial causes through donations of time, talent, and treasure that align with
our Guiding Principles.
Environment and Energy Matters
Our operations are subject to various foreign, federal, state, and local laws and regulations with respect to environmental and
ecological matters. We believe that we are in substantial compliance with present laws and regulations and that there are no
material liabilities related to such items.
We are dedicated to excellence, leadership, and stewardship in protecting the environment and communities in which we have
operations. We believe that continued compliance with foreign, federal, state, and local laws and regulations which have been
enacted relating to the protection of the environment will not have a material effect on our capital expenditures, earnings, or
competitive position. Management believes capital expenditures for environmental control equipment will not represent a
material portion of total capital expenditures.
Our operations require significant amounts of energy, including natural gas and electricity. Federal, foreign, and state
regulations may control the allocation of fuels available to us, but to date we have experienced no interruption of production
due to such regulations.
Kimball Electronics participates in the Carbon Disclosure Project (CDP) climate change and water security questionnaires to
quantify our environmental practices, provide transparency on our progress, and assist in the reduction of our contributions to
climate change. Additionally, we publish disclosures in our annual Guiding Principles report that are written in accordance with
the Global Reporting Initiative (GRI) Standards and are aligned to the United Nations (UN) Sustainability Development Goals
(SDG) and Global Compact (UNGC), the Sustainable Accounting Standards Board (SASB) Electronic Manufacturing Services
& Original Design Manufacturing Standard, and the Task Force on Climate-related Financial Disclosures (TCFD) framework.
We are members of the Responsible Minerals Initiative. We publish our sustainability report and our responses to the CDP
climate change and water security questionnaires annually on our website at kimballelectronics.com/sustainability. We publish
this information because our Guiding Principles remind us that the environment is our home and that we will be leaders in not
only protecting but enhancing our world. The contents of the sustainability reports and CDP questionnaire responses are not
incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
Refer to the discussion in Item 1A - Risk Factors for further details of the legal and regulatory initiatives related to
environmental matters including climate change that could adversely affect our business, results of operations, and financial
condition.
Our People are the Company: Human Capital Management
We believe our people are the company. We believe in creating quality for life. We believe lasting relationships create our
global success. We believe our people are the competitive edge for our service, quality, and value. Kimball Electronics has been
built upon the tradition of pride in craftsmanship, mutual trust, personal integrity, respect for dignity of the individual, a spirit of
cooperation, and a sense of family and good humor. We seek to enhance this culture as we grow. We believe in the inherent
value of all individuals.
9
To raise awareness of our commitment to human rights and to foster compliance with our Global Human Rights Policy, we
have incorporated it as an integral part of our Code of Conduct, train all of our employees worldwide on human rights issues,
and require our suppliers, vendors, contractors, and partners to meet the same standards. To this end, through our Guiding
Principles, we champion transparency and accountability for ourselves.
Because our people are the reason for our success, central to our long-term strategy is attracting, developing, and retaining the
best talent globally and strengthening collaboration. We are committed to pay equity and apply the principle of equal pay for
work of equal value in all regions where we operate. As of June 30, 2024, Kimball Electronics employed approximately 7,000
people worldwide, with approximately 1,200 located in the United States and approximately 5,800 located in foreign countries.
Currently, three of our seven independent members of the Board of Directors are female, along with four of our seven executive
leadership team members and over 50% of our global workforce. We continue to execute on our commitment to diversity,
equity, inclusion, and belonging, and exhibit our commitment to gender, racial, and ethnic diversity by striving toward the
corporate goals we outline in both our Global Human Rights Policy and Diversity, Equity, Inclusion, and Belonging statement,
including by:
•
Increasing female representation globally at the executive and senior management levels;
•
Maintaining an enterprise-wide target and expectation that 100% of the candidate slates for Board of Directors,
executive, and director-level employee positions include candidates from underrepresented groups;
•
Holding leadership accountable for diversity, equity, inclusion, and belonging outcomes.
The average tenure within our workforce is 7 years, and we work hard to mitigate turnover risk by consistently and formally
surveying our workforce about how well we are living up to our People Guiding Principles by asking them to anonymously rate
us on a scale from 1 (low) to 10 (high). We currently have a score of 8.16 across our enterprise. We believe this is evidence that
we truly operate our business as our people are the company. We consistently have a participation rate in our Guiding
Principles survey of approximately 87%. Upon completion of this survey every year, each local management team receives
qualitative and quantitative feedback and are responsible for crafting improvement plans based on our people’s inputs.
Our U.S. operations are not subject to collective bargaining arrangements. Certain foreign operations are subject to collective
bargaining arrangements, many mandated by government regulation or customs of the particular countries. We believe that our
employee relations are good.
For additional information, see our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s
fiscal year covered by this Annual Report on Form 10-K.
Available Information
The Company makes available free of charge through its website, https://investors.kimballelectronics.com, its annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and all amendments to those
reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and
Exchange Commission (“SEC”). All reports the Company files with the SEC are also available via the SEC website, http://
www.sec.gov. The Company’s website and the information contained therein, or incorporated therein, are not intended to be
incorporated into this Annual Report on Form 10-K.
10
Item 1A - Risk Factors
The following important risk factors, among others, could affect future results and events, causing results and events to differ
materially from those expressed or implied in forward-looking statements made in this report and presented elsewhere by
management from time to time. Such factors, among others, may have a material adverse effect on our business, financial
condition, and results of operations and should be carefully considered. Additional risks and uncertainties that we do not
currently know about, we currently believe are immaterial, or we have not predicted may also affect our business, financial
condition, or results of operations. Because of these and other factors, past performance should not be considered an indication
of future performance.
Business and Operational Risks
Reduction of purchases by, or the loss of, one or more key customers could reduce revenues and profitability.
Losses of key customers within specific industries or significant volume reductions from key customers are both risks. Our
continuing success is dependent upon replacing expiring contract customers/programs with new customers/programs. See
“Customers” in Item 1 - Business for disclosure of the net sales as a percentage of consolidated net sales for each of our
significant customers during fiscal years 2024, 2023, and 2022. Regardless of whether our agreements with our customers,
including our significant customers, have a definite term, our customers typically do not commit to firm production schedules
for more than one quarter. Our customers generally have the right to cancel a particular product, subject to contractual
provisions governing the final product runs, excess or obsolete inventory, recovery of dedicated investments, and end-of-life
pricing. As many of our costs and operating expenses are relatively fixed, a reduction in customer demand, particularly a
reduction in demand for a product that represents a significant amount of revenue, can harm our gross profit margins and results
of operations.
Significant declines in the level of purchases by key customers or the loss of a significant number of customers could have a
material adverse effect on our business. As many of our costs and operating expenses are relatively fixed, a reduction in
customer demand, particularly a reduction in demand for a product that represents a significant amount of revenue, can harm
our gross profit margins and results of operations.
Consolidation among our customers exposes us to increased risks, including reduced revenue and dependence on a smaller
number of customers. Consolidation in industries that utilize our services may occur as companies combine to achieve further
economies of scale and other synergies, which could result in an increase in excess manufacturing capacity as companies seek
to divest manufacturing operations or eliminate duplicative product lines. Excess manufacturing capacity may increase pricing
and competitive pressures for our industry as a whole and for us in particular. In addition, the nature of the contract
manufacturing industry is such that the start-up of new customers and new programs to replace expiring programs occurs
frequently, and new customers and program start-ups generally cause margin dilution early in the life of a program.
We can provide no assurance that we will be able to fully replace any lost sales from these risks, which could have an adverse
effect on our financial position, results of operations, or cash flows.
Our ability to efficiently utilize our manufacturing capacity is highly dependent on our customers’ actions.
Regardless of whether our agreements with our customers, including our significant customers, have a definite term, our
customers typically do not commit to firm production schedules for more than one quarter. Our customers generally have the
right to cancel a particular product, subject to contractual provisions governing the final product runs, excess or obsolete
inventory, recovery of dedicated investments, and end-of-life pricing. Accordingly, our relative ability (or inability) to forecast
customer demand levels can make it difficult to schedule production and maximize the efficient use of our manufacturing
capacity and supply chain capabilities.
Many factors outside of our control impact our customers and their ordering behavior, including global pandemics, recessions
in end markets, changing technologies and industry standards, commercial acceptance for products, shifting market demand,
product obsolescence, changing sourcing strategies, and our customers’ loss of business. New customer relationships also
present risk because we do not have an extensive product or customer relationship history.
We cannot assure you that our current or future customers will not terminate their manufacturing service arrangements with us
or significantly change, reduce, cancel, or delay the amount of services ordered. Such changes, delays and cancellations have
led to, and may lead in the future to declines in our production, increases in excess or obsolete inventory that we may not be
able to sell to customers or third parties, and reductions in the efficient use of our manufacturing facilities. In the past, we have
also been required to increase staffing and other expenses in order to meet anticipated demand. On occasion, customers have
required rapid increases in production for one or more of their products, which stresses our resources and may have an adverse
effect on our financial position, results of operations, or cash flows.
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Supply chain disruptions could increase our inventory costs, interrupt our operations, or prevent us from purchasing
sufficient materials, parts, and components necessary to meet customer demand at competitive prices, in a timely manner, or
at all.
We depend on suppliers globally to provide timely delivery of materials, parts, and components for use in our products. We
have experienced, and may again experience in the future, shortages of some of the materials, parts and components that we
use, particularly with semiconductors. These shortages can result from strong demand for those components or from problems
experienced by suppliers, such as shortages of raw materials and shipping delays for such components with common carriers.
These unanticipated component shortages have and, when they occur, may continue to result in curtailed production or delays
in production, which prevent us from making scheduled shipments to customers.
Our integrated supply chain solutions for purchasing components and materials is a competitive strength and key to our strategy
as a CMO. Inflation and prices from suppliers have increased and may continue to rise. When prices rise for these or other
similar reasons, they impact our margins and results of operations if we are not able to pass the increases through to our
customers or otherwise offset them through cost savings. Many of our customer contracts permit periodic prospective
adjustments to pricing based on decreases and increases in component prices and other factors; however, we could bear the risk
of component price increases that occur between any such re-pricing or, if such re-pricing is not permitted or accepted by
customers, during the balance of the term of the particular customer contract. There can be no assurance that we will continue to
be able to purchase the components and materials needed to manufacture customer products at favorable prices. Accordingly,
certain component price increases could adversely affect our gross profit margins and results of operations.
We have also experienced, and may again experience in the future, such shortages due to the effects of and responses to
industry-wide conditions, pandemics, natural disasters, and other events outside our control, including macroeconomic events,
trade restrictions, political crises, social unrest, terrorism, and conflicts (including the Russian invasion of, and ongoing war in,
Ukraine). We cannot reasonably predict the full extent to which these events may impact our supply chain, because any impacts
will depend on future developments that are highly uncertain and continuously evolving, including new information that may
emerge concerning new or existing pandemics, further actions by governmental entities or others in response to the types of
events described above, and how quickly and to what extent normal economic and operating conditions can resume.
Suppliers adjust their capacity as demand fluctuates, and component shortages and/or component allocations could occur in
addition to longer lead times. Certain components we purchase are primarily manufactured in select regions of the world and
issues in those regions could cause manufacturing delays. Maintaining strong relationships with key suppliers of components
critical to the manufacturing process is essential. Our production of a customer’s product has and could again be negatively
impacted by any quality, reliability or availability issues with any of our component suppliers. Component shortages may also
increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or
reconfigure products to accommodate substitute components. These and other price increases, including increased tariffs, could
have an adverse impact on our profitability if we cannot offset such increases with other cost reductions or by price increases to
customers. If a component shortage is threatened or anticipated, we have and may in the future purchase such components in
greater quantities and over longer lead times to avoid a delay or interruption in our operations. Purchasing additional
components in this way may cause us to incur additional inventory carrying costs and may cause us to experience inventory
obsolescence, both of which may not be recoverable from our customers and could adversely affect our gross profit margins
and results of operations. If suppliers fail to meet commitments to us in terms of price, delivery, or quality, or if the supply
chain is unable to react timely to increases in demand, it could interrupt our operations and negatively impact our ability to meet
commitments to customers.
The substantial investments required to start up and expand facilities and new customer programs may adversely affect our
margins and profitability.
We continue to expand our global operations by increasing our product and service offerings and scaling our infrastructure at
certain facilities to support our business. This expansion increases the complexity of our business and places significant strain
on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control
and reporting functions. We may not be able to manage these expansions effectively, which could damage our reputation, limit
our growth, and negatively affect our operating results.
Start-ups of new customer programs require the coordination of the design and manufacturing processes, as well as substantial
investments in resources and equipment. The design and engineering required for certain new programs can take an extended
period of time, and further time may be required to achieve customer acceptance. Accordingly, the launch of any particular
program may be delayed, less successful than we originally anticipated, or not successful at all. Additionally, even after
acceptance, most of our customers do not commit to long-term production schedules, and we are unable to forecast the level of
customer orders with certainty over a given period of time. If our customers do not purchase anticipated levels of products, we
12
may not recover our up-front investments, may not realize profits, and may not effectively utilize expanded fixed manufacturing
capacities. All of these types of manufacturing inefficiencies could have an adverse impact on our financial position, operating
margins, results of operations, or cash flows.
Our international operations make us vulnerable to financial and operational risks associated with doing business in
foreign countries.
We derive a substantial majority of our revenues from our operations outside the United States, primarily in China, Mexico,
Poland, Romania, and Thailand. Our international operations are subject to a number of risks, which may include the following:
•
global, regional, or local economic and political instability;
•
widespread health emergencies and foreign governments’ measures taken in response to them;
•
foreign currency fluctuations including currency controls and inflation, which may adversely affect our ability to do
business in certain markets and reduce the U.S. dollar value of revenues, profits, or cash flows we generate in non-U.S.
markets;
•
warfare, riots, terrorism, general strikes, or other forms of violence and/or geopolitical disruption;
•
compliance with laws and regulations, including the U.S. Foreign Corrupt Practices Act, applicable to operations
outside of the U.S.;
•
changes in U.S. or foreign policies, regulatory requirements, and laws;
•
tariffs and other trade barriers, including tariffs imposed by the United States as well as responsive tariffs imposed by
China, the European Union, or Mexico;
•
potentially adverse tax consequences, including changes in tax rates and the manner in which multinational companies
are taxed in the United States and other countries; and
•
foreign labor practices.
These risks could have an adverse effect on our financial position, results of operations, or cash flows. Certain foreign
jurisdictions restrict the amount of cash that can be transferred to the United States or impose taxes and penalties on such
transfers of cash. To the extent we have excess cash in foreign locations that could be used in, or is needed by, our operations in
the United States, we may incur significant penalties and/or taxes to repatriate these funds.
For example, the Russian invasion of Ukraine and the ongoing war there has impacted the global economy as the United States,
the UK, the EU, and other countries have imposed broad export controls and financial and economic sanctions against Russia (a
large exporter of commodities), Belarus, and specific areas of Ukraine, and may continue to impose additional sanctions or
other measures. Russia may impose its own counteractive measures. Companies worldwide have interrupted or stopped
production in Ukraine, Russia, and neighboring countries. We do not procure materials directly from Ukraine or Russia or have
facilities there, but impacts like these, wherever they may occur, can further exacerbate the ongoing supply chain disruptions
that are occurring across the globe, particularly in the automotive industry. Our European operations are located in Poland and
Romania, and both of these countries are part of NATO, which is actively taking, and could take in the future, certain measures
in response to Russia’s invasion of Ukraine.
The extent of the war’s effect on the global economy and the duration, scope, and impacts of the conflict are unknown and
highly unpredictable, and the consequences from future actions such as increased sanctions and retaliatory measures taken by
the United States, NATO, or other countries cannot be predicted but could have an adverse impact on our business operations,
particularly our European operations.
We operate in a highly competitive industry and may not be able to compete successfully.
Numerous manufacturers within the contract manufacturing industry compete globally for business from existing and potential
customers. Some of our competitors have greater resources and more geographically diversified international operations than
we do. We also face competition from the manufacturing operations of our customers, who are continually evaluating the merits
of manufacturing products internally against the advantages of outsourcing to contract manufacturing service providers. In the
past, some of our customers have decided to in-source a portion of their manufacturing from us in order to utilize their excess
internal manufacturing capacity. The competition may further intensify as more companies enter the markets in which we
operate, as existing competitors expand capacity, and as the industry consolidates.
In relation to customer pricing pressures, if we cannot achieve the proportionate reductions in costs, profit margins may suffer.
The high level of competition in the industry impacts our ability to implement price increases or, in some cases, even maintain
prices, which also could lower profit margins. In addition, as end markets dictate, we are continually assessing excess capacity
and developing plans to better utilize manufacturing operations, including consolidating and shifting manufacturing capacity to
lower cost venues as necessary.
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If our engineering and manufacturing services do not meet our customers’ quality standards, our sales, operating results,
and reputation could suffer.
We make substantial investments of capital and operating expenses to implement comprehensive, company-wide quality
systems, certifications, and controls in our operations in an effort to ensure sustained compliance with various product and
quality system regulations and requirements, and to meet the needs of our customers. However, in the event we fail to adhere to
these requirements, we become subject to costs associated with product defects, interruptions in production, and reputational
harm. Our failure to comply with applicable quality system standards could, in turn, adversely affect our customers through
failures to supply product to them. Quality or noncompliance failures could have an adverse effect on our reputation in addition
to an adverse impact on our financial position, results of operations, or cash flows. While we maintain product liability and
other insurance coverage that we believe to be generally in accordance with industry practices, our insurance coverage may not
be adequate to protect us fully against substantial claims and costs that may arise from warranty and other liabilities related to
product defects.
Our business may be harmed due to failure to successfully implement information technology solutions or a lack of
reasonable safeguards to maintain data security, including adherence to data privacy laws and physical security measures.
The operation of our business depends on effective information technology systems, including data management, analytics, and
emerging machine learning and artificial intelligence platforms and applications. These systems are subject to the risk of
security breach or cybersecurity threat, including misappropriation of assets or other sensitive information, such as confidential
business information and personally identifiable data relating to employees, customers, and other business partners, or data
corruption which could cause operational disruption. The unpredictability of AI, machine learning, and similar systems that
automate certain operational tasks bring the potential for unintended consequences and unexpected disruptions in business
operations, financial losses, and reputational damage. As we could be the target of cyber and other security threats, which are
becoming increasingly sophisticated, we must continuously monitor and develop our information technology networks and
infrastructure to prevent, detect, address, and mitigate the risk of unauthorized access, misuse, computer viruses, and other
events that could have a security impact. Information systems require an ongoing commitment of significant resources to
research new technologies and processes, maintain and enhance existing systems, and develop new systems in order to keep
pace with changes in information processing technology and evolving industry standards as well as to protect against cyber
risks and security breaches. While we provide employee awareness training around phishing, malware, and other cyber threats
to help protect against these cyber and security risks, we cannot ensure the measures we take to protect our information
technology systems will be sufficient.
Implementation delays, poor execution, or a breach of information technology systems could disrupt our operations, damage
our reputation, or increase costs related to the mitigation of, response to, or litigation arising from any such issue. Similar risks
exist with our third-party vendors. Any problems caused by these third parties, including those resulting from disruption in
communications services, cyber attacks, or security breaches, have the potential to hinder our ability to conduct business. In
addition, data privacy laws and regulations, such as the European Union General Data Protection Regulation (“GDPR”), the UK
GDPR, ePrivacy Directive, the California Privacy Rights Act (“CPRA”), and similar legislation in jurisdictions in which we
operate, pose increasingly complex compliance challenges and potentially elevate costs, and any failure to comply with these
laws and regulations could result in significant penalties.
We depend on attracting and retaining executive officers, key employees, skilled personnel, and sufficient labor to efficiently
operate our business.
Our success depends to a large extent on our ability to attract and retain highly qualified and diverse executive officers, key
employees, and skilled personnel, and to continue to implement our succession plans for managers and other key employees.
These employees are not generally bound by employment or non-competition agreements, and we cannot assure you that we
will retain them. The labor market for these employees is intensely competitive, and compensation and benefit costs continue to
increase significantly in the current economic environment. In particular, the high demand for manufacturing labor in certain
geographic areas in which we operate makes recruiting new production employees and retaining experienced production
employees difficult.
Our success also depends on keeping pace with technological advancements, including Industry 4.0, and adapting services to
provide manufacturing capabilities which meet customers’ changing needs. Therefore, we must retain our qualified engineering
and technical personnel and successfully anticipate and respond to technological changes in a cost effective and timely manner.
Shortages of workers could adversely impact our ability to operate our business effectively and timely serve our customers’
needs, which could adversely affect our relations with customers, result in reductions in orders from customers, or cause us to
lose customers. Turnover in personnel could result in additional training and inefficiencies that could adversely impact our
operating results. Our culture and guiding principles focus on continuous training, motivating, and development of employees,
14
and we strive to attract, motivate, and retain qualified personnel. To aid in managing our growth and strengthening our pool of
qualified personnel, we will need to internally develop, recruit, and retain diverse, qualified personnel. If we are not able to do
so, our business and our ability to continue to grow could be harmed.
Regulatory and Litigation Risks
Failure to protect our intellectual property could undermine our competitive position.
Competing effectively depends, to a significant extent, on maintaining the proprietary nature of our intellectual property. We
attempt to protect our intellectual property rights worldwide through a combination of keeping our proprietary information
secret and utilizing trademark, copyright, and trade secret laws, as well as licensing agreements and third-party non-disclosure
and assignment agreements. Because of the differences in foreign laws concerning proprietary rights, our intellectual property
rights do not generally receive the same degree of protection in foreign countries as they do in the United States, and therefore,
in some parts of the world, we have limited protections, if any, for our intellectual property. If we are unable to adequately
protect our intellectual property embodied in our solutions, designs, processes, and products, the competitive advantages of our
proprietary technology could be reduced or eliminated, which would harm our business and could have a material adverse
effect on our results of operations and financial position.
Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
Certain provisions of our Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws may delay
or prevent a merger or acquisition that a Share Owner may consider favorable. For example, the Amended and Restated Articles
of Incorporation authorizes our Board of Directors to issue one or more series of preferred stock, prevents Share Owners from
acting by written consent without unanimous consent, and requires a supermajority Share Owner approval for certain business
combinations with related persons. These provisions may discourage acquisition proposals or delay or prevent a change in
control, which could harm our stock price. Indiana law also imposes some restrictions on potential acquirers.
Our failure to maintain applicable registrations for our manufacturing facilities could negatively impact our ability to
produce products for our customers.
We make substantial investments of capital and operating expenses to implement comprehensive, company-wide quality
systems, certifications, and controls in our operations in an effort to ensure sustained compliance with various product and
quality system regulations and requirements, and to meet the needs of our customers. However, in the event we fail to adhere to
these requirements, we become subject to potential investigations and fines and penalties. Our failure to comply with applicable
regulations and quality system standards could, in turn, adversely affect our customers through failures to supply product to
them or delays in their ability to obtain and maintain product approvals. As a medical device manufacturer, we also have
additional compliance requirements. The U.S. Food and Drug Administration (“FDA”) extensively regulates all aspects of
product and manufacturing quality for medical products under its current Good Manufacturing Practices (cGMP) regulations.
Outside the U.S., our operations and our customers’ products are subject to similar regulatory requirements, notably by the
European Medicines Agency and the Safe Food and Drug Administration in China. For instance, we are required to register
with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA’s Quality System Regulation
(“QSR”) requirements, which require manufacturers of medical devices to adhere to certain regulations, including testing,
quality control and documentation procedures. Any determination by the FDA or other regulatory authorities of manufacturing
or other deficiencies could adversely affect our business. Failure or noncompliance could have an adverse effect on our
reputation in addition to an adverse impact on our financial position, results of operations, or cash flows.
Climate change, and the legal and regulatory initiatives related to climate change, could subject us to extensive
environmental regulation and significant potential environmental liabilities.
There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon
dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe and
an increase in the frequency and severity of natural disasters or extreme weather conditions, such as hurricanes, earthquakes,
droughts, wildfires, cyclones, or floods. Physical climate risks and the operation of facilities in areas subject to increased water
stress could impair our production capabilities, disrupt the operations of our supply chain and infrastructure, and impact our
customers and their demand for our services.
The past and present operation and ownership by Kimball Electronics of manufacturing plants and real property are subject to
extensive and changing federal, state, local, and foreign environmental laws and regulations, including those relating to
discharges in air, water, and land, the handling and disposal of solid and hazardous waste, the use of certain hazardous materials
in the production of select products, and the remediation of contamination associated with releases of hazardous substances.
15
In addition, as regulators and investors increasingly focus on climate change and other sustainability issues, we are subject to
new disclosure frameworks and regulations. For example, the European Parliament adopted the Corporate Sustainability
Reporting Directive (CSRD) and the resulting adoption of EU sustainability reporting standards to be developed by the
European Financial Reporting Advisory Group, with such standards to be tailored to EU policies building on and contributing
to international standardization initiatives, will apply not only to local operations in the EU, but under certain circumstances, to
entire global companies like Kimball Electronics that have EU operations. The CSRD will not apply to our operations in
calendar year 2024, but we are assessing our obligations under the CSRD and we expect that compliance with the CSRD could
require significant effort in future years. The SEC and the State of California have also proposed new climate change disclosure
requirements, and compliance with such rules, if and when they are finalized, could also require significant effort.
We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or
regulations will be administered or interpreted, or what environmental conditions may be found to exist. Compliance with more
stringent laws or regulations, or stricter interpretation of existing laws, may require additional expenditures, some of which
could be material. In addition, any investigations or remedial efforts relating to environmental matters could involve material
costs or otherwise result in material liabilities.
The long-term effects of climate change on the global economy and our industry in particular are unclear. Changes in climate
where we, our customers, and our supply chain operate could have a long-term adverse impact on our business, results of
operations, and financial condition. In addition, we have committed to cut our greenhouse gas emissions, water usage, electrical
usage, and air emissions significantly by 2025 as part of our long-term sustainability strategy, and we may take additional
voluntary steps to mitigate our impact on the environment. Climate transition risks related to shifts to a low-carbon economy
and the associated costs of retrofitting or constructing facilities with green technology, in addition to investments in renewable
energy and energy efficiency could involve material costs or otherwise impact our customers and their demand for our services.
Environmental regulations or changes in the supply, demand, or available sources of energy, water, or other resources may
affect the availability or cost of goods and services, including natural resources, necessary to run our business. The cost of
energy is a critical component of freight expense and the cost of operating manufacturing facilities. Increases in the cost of
energy in particular could reduce our profitability. Given the political significance and uncertainty around these issues, we
cannot predict how climate change, and the legal and regulatory initiatives related to climate change, will affect our operations
and financial condition.
Compliance with government legislation and regulations may significantly increase our operating costs in the United States
and abroad.
Legislation and regulations promulgated by the U.S. federal and foreign governments could significantly impact our
profitability by burdening us with forced cost choices that either cannot be recovered by increased pricing or, if we increase our
pricing, could negatively impact demand for our products. For example:
•
Changes in policies by the U.S. or other governments could negatively affect our operating results due to changes in
duties, tariffs or taxes, or limitations on currency or fund transfers, as well as government-imposed restrictions on
producing certain products in, or shipping them to, specific countries. For example, our facility in Mexico operates
under the Mexican Maquiladora (“IMMEX”) program. This program provides for reduced tariffs and eased import
regulations. We could be adversely affected by changes in the IMMEX program or our failure to comply with its
requirements. As another example, the U.S. government has imposed tariffs on certain products imported from China.
China has imposed tariffs on certain U.S. products in retaliation. These tariffs could force our customers or us to
consider various strategic options including, but not limited to, looking for different suppliers, shifting production to
facilities in different geographic regions, absorbing the additional costs, or passing the cost on to customers.
Ultimately, these tariffs could adversely affect the competitiveness of our domestic operations, which could lead to the
reduction or exit of certain U.S. manufacturing capacity. Depending on the types of changes made, demand for our
foreign manufacturing facilities could be reduced, or operating costs in our manufacturing facilities could be increased,
which could negatively impact our financial performance. Moreover, any retaliatory actions by other countries where
we operate could also negatively impact our financial performance.
•
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and
accountability concerning the supply of certain minerals, known as “conflict minerals,” originating from the
Democratic Republic of Congo (“DRC”) and adjoining countries. These rules could adversely affect the sourcing,
supply, and pricing of materials used in our products, as the number of suppliers who provide conflict-free minerals
may be limited. We may also suffer reputational harm if we determine that certain of our products contain minerals not
determined to be conflict-free or if we are unable to modify our products to avoid the use of such materials. We may
also face challenges in satisfying customers who may require that our products be certified as containing conflict-free
minerals or that we adopt more stringent guidelines like those fostered by the Responsible Materials Initiative
(“RMI”).
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•
We are subject to a variety of federal, state, local and foreign environmental, health and safety, product stewardship
and producer responsibility laws and regulations, including those arising from global pandemics or relating to the use,
generation, storage, discharge and disposal of hazardous chemicals used during our manufacturing process, those
governing worker health and safety, those requiring design changes, supply chain investigation or conformity
assessments, and those relating to the recycling or reuse of products we manufacture. These include EU regulations
and directives, such as the Restrictions on Hazardous Substances (“RoHS”), the Waste Electrical and Electronic
Equipment (“WEEE”) directives, and the Registration, Evaluation, Authorization, and Restriction of Chemicals
(“REACH”) regulation, and similar regulations in China (the Management Methods for Controlling Pollution for
Electronic Information Products or “China RoHS”). In addition, new technical classifications of e-Waste being
discussed in the Basel Convention technical working group could affect both our customers’ abilities and obligations
in electronics repair and refurbishment. If we fail to comply with any present or future regulations or timely obtain any
needed permits, we could become subject to liabilities, and we could face fines or penalties, the suspension of
production, or prohibitions on sales of products we manufacture. In addition, such regulations could restrict our ability
to expand our facilities or could require us to acquire costly equipment, or to incur other significant expenses,
including expenses associated with the recall of any non-compliant product or with changes in our operational,
procurement and inventory management activities.
Sustainability/ESG issues, including those related to climate change and sustainability, may increase our costs and impose
difficult and expensive compliance requirements.
Customers, consumers, investors, and other stakeholders, particularly in the EMS industry, are increasingly focusing on
environmental issues, including climate change, water use, deforestation, waste, and other sustainability concerns. Along with
our stakeholders and our broader industry, we have increased our focus on sustainability and measurement of our progress
against sustainability criteria, but we cannot guarantee that we will be able to achieve relevant criteria with our current focus.
Our ability to successfully execute relevant initiatives and accurately report our progress presents numerous operational,
financial, legal, reputational and other risks, many of which are outside our control, and all of which could have a material
negative impact on our business.
New disclosures, along with the evolving global regulatory landscape, may present increased compliance costs and regulatory
or enforcement risks, as well as increased competition from market participants who may adopt more robust sustainability/ESG
reporting and sustainable business practices. If our sustainability initiatives fail to satisfy investors, current or potential
customers, consumers, and our other stakeholders, our reputation, our ability to sell products and services to customers, our
ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted.
Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, and objectives, or to satisfy various reporting
standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government
enforcement actions and private litigation.
In addition, our customers have adopted, and may continue to adopt, procurement policies that require us to comply with
governance, social, and environmental responsibility provisions. Our customers have also adopted, and may continue to adopt,
goals and policies that serve to increase their demand for goods or services that do not produce significant greenhouse gas
emissions and are not related to carbon-based energy sources. Furthermore, an increasing number of investors have adopted,
and may continue to adopt, ESG policies for their portfolio companies, and various voluntarily sustainability initiatives and
organizations have promulgated different social and environmental responsibility and sustainability guidelines. These practices,
policies, provisions, and initiatives are under active development, subject to change, can be unpredictable and conflicting, and
may prove difficult and expensive for us to comply with and could negatively affect our reputation, business, or financial
condition.
Financial Risks
We are exposed to the credit risk of our customers.
The instability of market conditions drives an elevated risk of potential bankruptcy of customers resulting in a greater risk of
uncollectible outstanding accounts receivable. Accordingly, we intensely monitor our receivables and related credit risks. The
realization of these risks could have a negative impact on our profitability.
Failure to effectively manage working capital may adversely affect our cash flow from operations.
We closely monitor inventory and receivable efficiencies and continuously strive to improve these measures of working capital,
but customer financial difficulties, cancellation or delay of customer orders, shifts in customer payment practices, transfers of
production among our manufacturing facilities, additional inventory purchases to mitigate potential impact from component
shortages, or manufacturing delays could adversely affect our cash flow from operations.
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We could incur losses due to asset impairment.
As business conditions change, we must continually evaluate and work toward the optimum asset base. It is possible that certain
assets such as, but not limited to, facilities, equipment, intangible assets, or goodwill could be impaired at some point in the
future depending on changing business conditions. Such impairment could have an adverse impact on our financial position and
results of operations.
Fluctuations in our effective tax rate could have a significant impact on our financial position, results of operations, or cash
flows.
Our effective tax rate is highly dependent upon the geographic mix of earnings across the jurisdictions where we operate.
Changes in tax laws or tax rates in those jurisdictions could have a material impact on our operating results. Judgment is
required in determining the worldwide provision for income taxes, other tax liabilities, interest, and penalties. We base our tax
position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various
countries in which we have assets or conduct activities. Our tax position, however, is subject to review and possible challenge
by taxing authorities and to possible changes in law (including adverse changes to the manner in which the United States and
other countries tax multinational companies or interpret their tax laws). We cannot determine in advance the extent to which
some jurisdictions may assess additional tax or interest and penalties on such additional taxes. In addition, our effective tax rate
may be increased by changes in the valuation of deferred tax assets and liabilities, changes in our cash management strategies,
changes in local tax rates, or countries adopting more aggressive interpretations of tax laws.
Several countries where we operate provide tax incentives to attract and retain business. We have obtained incentives where
available and practicable. Our taxes could increase if certain incentives were retracted, they were not renewed upon expiration,
we no longer qualify for such programs, or tax rates applicable to us in such jurisdictions were otherwise increased. In addition,
our growth may cause our effective tax rate to increase, depending on the jurisdictions in which we expand our business or
acquire operations. Given the scope of our international operations and our international tax arrangements, changes in tax rates
and the manner in which multinational companies are taxed in the United States and other countries could have a material
impact on our financial results and competitiveness.
Certain of our subsidiaries provide financing, products, and services to, and may undertake certain significant transactions with,
other subsidiaries in different jurisdictions. Moreover, several jurisdictions in which we operate have tax laws with detailed
transfer pricing rules which require that all transactions with non-resident related parties be priced using arm’s length pricing
principles and that contemporaneous documentation must exist to support such pricing. Due to inconsistencies among
jurisdictions in the application of the arm’s length standard, our transfer pricing methods may be challenged and, if not upheld,
could increase our income tax expense. In addition, the Organization for Economic Cooperation and Development continues to
issue guidelines and proposals related to transfer pricing and profit shifting that may result in legislative changes that could
reshape international tax rules in numerous countries and negatively impact our effective tax rate.
We are exposed to foreign currency risk.
In 2022, the relative value of the U.S. dollar reached its highest levels since 2000 and has appreciated sharply against many
foreign currencies. Fluctuations in exchange rates could impact our operating results. Our risk management strategy includes
the use of derivative financial instruments to hedge certain foreign currency exposures. Any hedging techniques we implement
contain risks and may not be entirely effective. Exchange rate fluctuations could also make our products more expensive than
competitors’ products not subject to these fluctuations, which could adversely affect our revenues and profitability in
international markets.
A failure to comply with the financial covenants under our credit facilities could adversely impact us.
Our primary credit facility requires us to comply with certain financial covenants. We believe the most significant covenants
under our credit facilities are the ratio of consolidated total indebtedness minus unencumbered U.S. cash on hand in the United
States in excess of $15 million to adjusted consolidated EBITDA, as defined in our primary credit facility, and the interest
coverage ratio. More detail on these financial covenants is discussed in Item 7 - Management’s Discussion and Analysis of
Financial Condition and Results of Operations. As of June 30, 2024, we had $294.8 million in borrowings under our credit
facilities and had total cash and cash equivalents of $78.0 million. In the future, a default on the financial covenants under our
credit facilities could cause an increase in the borrowing rates or make it more difficult for us to secure future financing, which
could adversely affect our financial condition.
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We are exposed to inflation, interest rate, and other banking and capital market risks.
High levels of inflation in the U.S. and other countries where we operate have and may continue to increase our costs and may
impact pricing and customer demand, both of which may impact our revenues and earnings. We have exposure to interest rate
risk on our borrowings under our credit facilities. The interest rates of these borrowings are based on a spread plus applicable
base rate, including the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the
prime rate of a reference bank, or the federal funds rate. An adverse change in the base rates upon which our interest rates are
determined could have a material adverse effect on our financial position, results of operations, or cash flows. Rising interest
rates have increased our costs of borrowing. Additionally, volatility in capital markets could present challenges to us if we need
to raise funds in the equity market. This, in turn, may cause us to adopt strategies that may be less capital-intensive. Volatility in
the credit markets, including due to the recent bank failures as well as the U.S. Federal Reserve Bank’s actions and pace of
interest rate increases to combat inflation in the U.S., may have an adverse effect on our ability to obtain debt financing.
General Risk Factors
We will face risks associated with the organic and inorganic growth of our business and we may neither be able to continue
that growth nor have the necessary resources to dedicate to that growth.
We plan to expand our business to new customers, new commercial applications, and new commercial markets, including those
where we may have limited operating experience, through organic growth and acquisitions. Accordingly, we may be subject to
increased business, technology, and economic risks that could materially affect our business. In recent periods, we have
increased our focus on organic growth and customer acquisition. In the future, we may increasingly focus on this organic
growth, and we may identify inorganic growth opportunities through acquisitions and customer divestitures. Expanding in the
verticals in which we are already operating will continue to require significant resources and there is no guarantee that such
efforts will be successful or beneficial to us. Historically, sales to new customers have often led to additional sales to the same
customers or similarly situated customers. As we expand into and within new and emerging markets for our services, we will
likely face additional regulatory scrutiny, risks, and business challenges from our customers, governments, and other
stakeholders in those markets. While this approach to growth within new and existing commercial markets and verticals has
proven successful in the past, it is uncertain we will achieve the same penetration and organic growth or identify suitable
inorganic growth opportunities in the future and our reputation, business, financial condition, and results of operations could be
negatively impacted.
Changes in financial accounting standards or policies have affected, and in the future may affect, our reported financial
condition or results of operations.
We prepare our financial statements in conformity with U.S. GAAP. These principles are subject to interpretation by the
Financial Accounting Standards Board (“FASB”), the American Institute of Certified Public Accountants, the SEC, and various
bodies formed to interpret and create appropriate accounting policies. A change in these policies can have a significant effect on
our reported results and may affect our reporting of transactions that are completed before a change is announced. Changes to
those rules or questions as to how we interpret or implement them may have a material adverse effect on our reported financial
results or on the way we conduct business. See Note 1 - Business Description and Summary of Significant Accounting Policies
of Notes to Consolidated Financial Statements for more information on the adoption of the new accounting guidance.
Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation.
We are or may become party to various claims and legal proceedings in the ordinary course of our business. These claims and
legal proceedings may include lawsuits or claims relating to contracts, intellectual property, product recalls, product liability,
employment matters, environmental matters, regulatory compliance, or other aspects of our business. Even when not merited,
the defense of these claims and legal proceedings may divert our management’s attention, and we may incur significant
expenses in defending these claims and proceedings. In addition, we may be required to pay damage awards or settlements or
become subject to injunctions or other equitable remedies, which could have a material adverse effect on our financial position,
cash flows, or results of operations. The outcome of litigation is often difficult to predict, and the outcome of pending or future
claims and legal proceedings may have a material adverse effect on our financial position, cash flows, or results of operations.
We evaluate these claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible,
the amount of potential losses. Based on these assessments and estimates, we establish reserves or disclose the relevant
litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to
management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ
materially from our current assessments and estimates. If actual outcomes or losses differ materially from our current
assessments and estimates or additional claims or legal proceedings are initiated, we could be exposed to significant liabilities.
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Natural disasters, pandemics, or other catastrophic events may impact our production schedules and, in turn, negatively
impact profitability.
Natural disasters, pandemics, or other catastrophic events, including severe weather (including cyclones, hurricanes, and floods)
as well as terrorist attacks, power interruptions, fires, and pandemics, could disrupt operations and likewise our ability to
produce or deliver products. Our manufacturing operations require significant amounts of energy, including natural gas and oil,
and governmental regulations may control the allocation of such fuels to Kimball Electronics. Employees are an integral part of
our business, and events such as a pandemic could reduce the availability of employees reporting for work. In the event we
experience a temporary or permanent interruption in our ability to produce or deliver product, revenues could be reduced, and
business could be materially adversely affected. In addition, catastrophic events, or the threat thereof, can adversely affect U.S.
and world economies, and could result in reduced demand for our customers’ products and delayed or lost revenue for our
services. Further, any disruption in our IT systems could adversely affect the ability to receive and process customer orders,
manufacture products, and ship products on a timely basis, and could adversely affect relations with customers, potentially
resulting in reduction in orders from customers or loss of customers. We maintain insurance to help protect us from costs
relating to some of these matters, but it may not be sufficient or paid in a timely manner to us in the event of such an
interruption.
Item 1B - Unresolved Staff Comments
None.
Item 1C - Cybersecurity
We depend on information systems and technology in substantially all aspects of our business, including communications
among our employees and with suppliers and customers. We recognize the significance of developing, implementing, and
maintaining cybersecurity measures to safeguard our information systems and products and protect the confidentiality, integrity,
and availability of our data.
Cybersecurity Risk Management and Strategy
We have designed our cybersecurity risk management program and strategy to protect the confidentiality, integrity, and
availability of our critical information technology systems and information. Our program is integrated into, and among the risks
evaluated and considered by, our broader enterprise risk management program, through which we identify, assess, prioritize,
and mitigate risks across the Company to support the achievement of our strategic objectives.
Managing Material Risks & Integrated Overall Risk Management
Cybersecurity is a critical part of our enterprise risk management. To address cybersecurity threats, we leverage a multi-layer
approach, with our Audit Committee providing oversight and direction and our Chief Information Officer (“CIO”) leading a
team that is responsible for forming our enterprise-wide information security strategy, training, policy, standards, architecture
and processes to protect us against cybersecurity risks. Our program includes protocols for preventing, detecting, and
responding to cybersecurity incidents, and cross-functional coordination and governance of business continuity and disaster
recovery plans. Components of our program include:
•
a continuous, four-phase Enterprise Risk Management (ERM) process of risk program development, risk assessment
and prioritization, risk response, and risk validation and monitoring designed to help identify cybersecurity threats to
our critical IT systems, information, and our broader enterprise IT environment;
•
the periodic engagement of independent security firms and other third-party experts, where appropriate, to assess, test,
and certify components of our cybersecurity program, such as penetration (pen) testing, and to otherwise assist with
aspects of our cybersecurity processes and controls;
•
focused, annual, and mandatory risk management education for our employees and leaders, including cybersecurity
awareness training, multiple cybersecurity and phishing awareness campaigns throughout each year, and tabletop
exercises;
•
regular assessments of the design and operational effectiveness of the program’s key processes and controls by
management, our internal audit team, and third-party experts; and
•
a risk management process for third-party service providers and vendors not under our direct control that includes pre-
selection due diligence and validation, and post-selection periodic monitoring to manage cybersecurity risks and
monitor adherence to applicable cybersecurity standards.
We utilize ISO 27001 to identify, assess and manage information security risk and maintain a compliant Information Security
Management System (“ISMS”). Our global information security management program is ISO 27001:2013 certified.
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Third Party Engagements for Risk Management
We engage a range of external experts, including cybersecurity consultants and auditors to support, evaluate and test our
cybersecurity risk management systems. We engage a managed security service provider (“MSSP”) that provides continuous
threat intelligence by monitoring our network and connected devices to detect attacks and indicators of potential attacks.
Our collaboration with other third parties includes regular audits of our ISO 27001 compliance, penetration testing, threat
assessments, and consultation on security enhancements. These partnerships provide expert knowledge and insights which are
designed to ensure our cybersecurity strategies and processes are appropriate.
Governance
The Board’s Role
The Board is responsible for overseeing overall risk management for the Company, including annual or more frequent review
and approval of the Enterprise Risk Management approach and processes implemented by management to identify, assess,
manage and mitigate risk. The Board has delegated certain responsibilities for oversight of the Company’s cybersecurity and
information security framework, data protection, cybersecurity, and risk management to the Audit Committee of the Board. Our
Board recognizes that cybersecurity protection is vital to maintaining our operations, and the trust of our business and supply
chain partners, and of our Share Owners.
At each of their respective meetings, the Board and/or Audit Committee receive, and provide feedback on, reports on relevant
data protection and cybersecurity matters. Additionally, two regular Board meetings each year and each Audit Committee
meeting include additional, in-depth technology and cybersecurity briefings from senior members of our information
technology department, internal audit function, and legal department. The topics covered by these reports and briefings include
risk management strategies, data protection, ongoing risk mitigation activities, cybersecurity strategy, governance structure, and
the results of security breach simulations.
Management’s Role
Our cybersecurity risk management program is led by our Chief Information Officer (“CIO”), who reports to our CEO and
manages our security team principally responsible for managing our cybersecurity risk assessment processes, our security
controls, and our detection and response to cybersecurity incidents. The CIO meets regularly with the CEO and his direct
reports to discuss cybersecurity risk and ensure appropriate resources are prioritized to address risks. We continue to secure our
own manufacturing and information technology infrastructure; to train our employees throughout each year about malware,
viruses, hacking, phishing, and other information security risks, including how to avoid and mitigate them; and to protect our
sensitive data from failures, breaches, or cyber incidents. We periodically (more than annually) perform tabletop exercises to
test our incident response procedures, identify gaps and improvement opportunities and exercise team preparedness.
The Company’s Chief Information Officer has formal education in information technology and extensive experience over 20
years working in and leading information systems and technology functions. Our Chief Information Officer receives regular
updates on cybersecurity matters, results of mitigation efforts, and cybersecurity incident response and remediation.
The Company’s team responsible for developing and executing our cybersecurity policies together with our CIO, including our
Director of Cybersecurity and Director of IT Infrastructure and Operations, are individuals with formal education and degrees
in information technology or cybersecurity, experience working in information technology and cybersecurity, including
relevant industry experience in security related industries, or a combination of both education and experience. Additionally,
leaders in the Company’s information technology function receive periodic training and education on cybersecurity-related
topics. The CIO is responsible for providing quarterly updates to the Board's Audit Committee regarding the effectiveness of
the Company's cybersecurity program and any material cybersecurity incidents that may arise.
The Company’s Kimball Electronics Support Center (“KESC”) serves as the central point for all cybersecurity incidents and
reporting, including incidents that directly target employees or our information systems and incidents originating from third
parties. The KESC monitors, detects, alerts and responds to cybersecurity incidents, evaluating each incident pursuant to our
Cybersecurity Incident Response Plan. The KESC escalates incidents with significant impact and pervasiveness to the
Company’s Cybersecurity Incident Response Team (“CIRT”) for further action. Depending on the nature of the attack or
indicator, our MSSP will collaborate with us in response to incidents to contain, mitigate, respond to, investigate and eliminate
threats. Where appropriate, the CIRT will escalate incidents to the Audit Committee and the Board for additional consideration,
action, and potential disclosure.
The KESC, our cybersecurity leaders, and/or our CIRT evaluate each incident, as appropriate, in terms of its impact on our
operations, our ability to conduct business with customers and suppliers, our brand reputation and health, safety, and the speed
and degree to which the incident has been contained. These teams are also responsible for activating containment and resolution
efforts and interfacing with third-party service providers like our MSSP where appropriate to support the Company through the
resolution of the incident. After initial identification, the KESC monitors all cybersecurity incidents for changes in degree of
impact or pervasiveness and communicates with our leaders, including the CIO and CIRT about the same.
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Risks from Cybersecurity Threats
As part of our overall risk mitigation strategy, we maintain insurance coverage for certain aspects of cybersecurity risks;
however, such insurance may not be sufficient either in type or amount to cover us against claims related to cybersecurity
breaches, cyberattacks, and other related breaches.
As of the date of this report, we do not believe that any risks from cybersecurity threats, including those resulting from any
previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our Company, including
our business strategy, results of operations, or financial condition. Despite our security measures, however, there can be no
assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that will
materially affect us. For more information on our cybersecurity related risks, see Item 1A - Risk Factors - “Our business may
be harmed due to failure to successfully implement information technology solutions or a lack of reasonable safeguards to
maintain data security, including adherence to data privacy laws and physical security measures.”
Item 2 - Properties
We have nine manufacturing facilities with two located in Indiana, one in China, two in Mexico, and one located in each of
Florida, Poland, Romania, and Thailand. These facilities occupy approximately 1,649,000 square feet in aggregate,
substantially all of which are owned. In addition, we own a 42,000 square-foot building to house our headquarters located in
Jasper, Indiana.
Generally, our manufacturing facilities are utilized at normal capacity levels on a multiple shift basis. At times, certain facilities
utilize reduced shifts due to demand and sales fluctuations. We continually assess our capacity needs and evaluate our
operations to optimize our service levels by geographic region. See Item 1A - Risk Factors for information regarding financial
and operational risks related to our international operations.
Significant loss of income resulting from a facility catastrophe would be partially offset by business interruption insurance
coverage.
We hold a land lease for our facility in China that expires in fiscal year 2056 and one for our facility in Thailand that expires in
fiscal year 2030. See Note 1 - Business Description and Summary of Significant Accounting Policies of Notes to Consolidated
Financial Statements for additional information concerning leases. In addition, we own approximately 109 acres of land which
includes land where our facilities reside.
Item 3 - Legal Proceedings
We and our subsidiaries are not parties to any pending legal proceedings, other than ordinary routine litigation and claims
incidental to the business. The outcome of current routine pending litigation and claims, individually and in the aggregate, is not
expected to have a material adverse impact on our business or financial condition.
Item 4 - Mine Safety Disclosures
Not applicable.
22
Information about Our Executive Officers
Our executive officers as of August 23, 2024 are as follows:
(Age as of August 23, 2024)
Name
Age
Office and Area of Responsibility
Richard D. Phillips . . . . . . . . . . . . .
54
Chief Executive Officer and Director
Adam M. Baumann . . . . . . . . . . . .
43
Chief Accounting Officer
Jana T. Croom . . . . . . . . . . . . . . . .
47
Chief Financial Officer
Jessica L. DeLorenzo . . . . . . . . . . .
39
Vice President, Human Resources
Douglas A. Hass . . . . . . . . . . . . . . .
48
Chief Legal and Compliance Officer, Secretary
Steven T. Korn . . . . . . . . . . . . . . . .
60
Chief Operating Officer
Kathy R. Thomson . . . . . . . . . . . . .
55
Chief Commercial Officer
Isabel S. Wells . . . . . . . . . . . . . . . .
48
Chief Information Officer
Executive officers are appointed annually by the Board of Directors. The following is a brief description of the business
experience during the past five or more years of each of our executive officers.
Mr. Phillips was appointed Chief Executive Officer and Director effective March 1, 2023. Mr. Phillips was most recently the
President and Chief Executive Officer from 2019 until 2022 for Elkay Manufacturing Company. Previously, Mr. Phillips served
as the President, Chief Executive Officer, and Board member from 2017 through 2019, for Essendant, Inc. Mr. Phillips
currently serves on the Board of Greenheck Group.
Mr. Baumann was appointed Chief Accounting Officer effective July 1, 2023. He joined Kimball Electronics in April 2019 as
Assistant Corporate Controller and served as our Corporate Controller since March 2021. Mr. Baumann was previously
employed by Vectren Corporation from 2009 to 2019.
Ms. Croom is our Chief Financial Officer effective July 1, 2021. Ms. Croom joined Kimball Electronics in January 2021 in the
role of Vice President, Finance. Prior to joining Kimball Electronics, she held the position of Vice President, Financial Planning
and Analysis for NiSource Inc. since August 2019. Previously at NiSource Inc., she served as Director of Operations Planning
since March 2017 and Director of Regulatory Affairs since April 2014. Ms. Croom currently serves on the Board of First
Energy Corp.
Ms. DeLorenzo was appointed Vice President, Human Resources in June 2018. Ms. DeLorenzo joined Kimball Electronics in
2015 in the position of Director, Organizational Development.
Mr. Hass was appointed Chief Legal and Compliance Officer and Secretary effective January 1, 2022. He joined Kimball
Electronics in August 2020 as Associate General Counsel and Assistant Secretary. Prior to Kimball Electronics, Mr. Hass
served as General Counsel and Secretary of Lifeway Foods from 2016 through 2020. Mr. Hass currently serves on the Board of
Columbus Insurance, Ltd.
Mr. Korn was appointed to the role of Chief Operating Officer effective July 1, 2023. Previously, Mr. Korn was our President,
Global Electronics Manufacturing Services Operations since July 2020, and Vice President, North American Operations since
2007.
Ms. Thomson was appointed to the role of Chief Commercial Officer effective July 1, 2023. Previously, Ms. Thomson was our
Vice President, Global Business Development and Design Services since August 2018. Prior to joining Kimball Electronics,
she held the position of Vice President of Business Development for Creation Technologies since 2012.
Ms. Wells joined Kimball Electronics in April 2022 as Chief Information Officer. Prior to Kimball Electronics, Ms. Wells held
the position of Vice President of IT at Avery Dennison since June 2019. From 2011 to 2019, Ms. Wells was Senior Director of
IT at Avery Dennison.
23
PART II
Item 5 - Market for Registrant’s Common Equity, Related Share Owner Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common stock trades on the Nasdaq Global Select Market of The Nasdaq Stock Market LLC (“Nasdaq”) under
the symbol: KE.
Dividends
Since inception, we have not paid any dividends on our common stock, and we currently do not have plans to pay dividends in
fiscal year 2025. Our Board of Directors (the “Board”) regularly reviews our capital allocation strategy.
Share Owners
On August 8, 2024, the Company’s common stock was owned by approximately 980 Share Owners of record.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item concerning securities authorized for issuance under equity compensation plans is
incorporated by reference to Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Share
Owner Matters of Part III.
Issuer Purchases of Equity Securities
On October 21, 2015, our Board approved an 18-month stock repurchase plan (the “Plan”), authorizing the repurchase of up to
$20 million worth of our common stock. Then, separately on each of September 29, 2016, August 23, 2017, November 8, 2018,
and November 10, 2020, the Board extended and increased the Plan to allow the repurchase of up to an additional $20 million
worth of common stock with no expiration date, which brought the total authorized stock repurchases under the Plan to $100
million.
During fiscal year 2024, the Company repurchased $3.0 million of common stock under the Plan. The following table contains
information about our purchases of equity securities during the three months ended June 30, 2024.
Period
Total
Number of
Shares
Purchased
Average
Price Paid
per Share (1)
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)
April 1, 2024 - April 30, 2024 . . . . . . . . . .
—
$
—
—
$
11,174,672
May 1, 2024 - May 31, 2024 . . . . . . . . . . .
25,332
$
22.77
25,332
$
10,597,866
June 1, 2024 - June 30, 2024 . . . . . . . . . . .
110,516
$
21.97
110,516
$
8,169,923
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135,848
$
22.12
135,848
(1) Excludes 1% U.S. excise tax on share repurchases which is recognized as part of the cost basis of the shares acquired in the
Consolidated Statements of Share Owners’ Equity.
24
Performance Graph
The following performance graph is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to
Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act and will not be deemed
to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company
specifically incorporates it by reference into such a filing.
The graph below compares the cumulative total return to Share Owners of the Company’s common stock for the five-year
period commencing June 30, 2019 and ending June 30, 2024 to the cumulative total return of the Nasdaq Stock Market (U.S.)
and the Russell 2000 Electronic Components subindex for the same period of time. We are currently a member of the Russell
2000 Electronics Components subindex and believe that this market capitalization-weighted index reflects issuers with broadly
similar market capitalizations that operate in our industry. We believe this subindex provides a more meaningful comparison of
the cumulative return of our stock than any other lines of business or published industry index or peer groups.
The graph assumes $100 is invested in the Company’s stock and each of the two indexes at the closing market quotations on
June 30, 2019 and that dividends, if any, are reinvested. The performances shown on the graph are not necessarily indicative of
future price performance.
Comparison of Cumulative Total Return
Kimball Electronics, Inc.
Nasdaq Stock Market (U.S.)
Russell 2000 Electronic Components subindex
06/30/2019
06/30/2020
06/30/2021
06/30/2022
06/30/2023
06/30/2024
$50
$100
$150
$200
$250
$300
06/30/2019
06/30/2020
06/30/2021
06/30/2022
06/30/2023
06/30/2024
Kimball Electronics, Inc. . . . . . . . . $
100.00 $
83.37 $
133.87 $
123.77 $
170.14 $
135.34
Nasdaq Stock Market (U.S.) . . . . . . $
100.00 $
127.00 $
184.51 $
141.19 $
178.12 $
230.89
Russell 2000 Electronic
Components subindex . . . . . . . . . . . $
100.00 $
95.43 $
154.94 $
133.62 $
150.76 $
182.85
Item 6 - [Reserved]
25
Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
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,”
“could,” “will,” “potentially,” “can,” “goal,” “predict,” and similar expressions. These forward-looking statements are subject
to risks and uncertainties including, but not limited to, global economic conditions, geopolitical environment and conflicts such
as the war in Ukraine, global health emergencies, availability or cost of raw materials and components, foreign exchange
fluctuations, and our ability to convert new business opportunities into customers and revenue. Additional cautionary
statements regarding other risk factors that could have an effect on the future performance of Kimball Electronics are located
within Item 1A - Risk Factors.
Business Overview
We are a global, multifaceted manufacturing solutions provider. We provide electronics manufacturing services (“EMS”),
including engineering and supply chain support, to customers in the automotive, medical, and industrial end markets. Our core
competency is producing durable electronics, and we further offer contract manufacturing services for non-electronic
components, medical disposables, drug delivery solutions, and precision molded plastics. Our manufacturing services, including
engineering and supply chain support, utilize common production and support capabilities globally. We are well recognized by
our customers and the industry for our excellent quality, reliability, and innovative service. CIRCUITS ASSEMBLY, a leading
brand and technical publication for electronics manufacturers worldwide, has previously recognized us four times for achieving
the Highest Overall Customer Rating in their Service Excellence Awards, and most recently, we received Highest Overall
Customer Ratings in four of the seven categories in 2023.
The contract manufacturing services industry is very competitive. As a mid-sized player, 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; however, one
significant challenge will be maintaining our profit margins while we continue our revenue growth. Pricing is competitive 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.
The Worldwide Manufacturing Services Market - 2024 Edition, a comprehensive study on the worldwide EMS market
published by New Venture Research (“NVR”), provided worldwide forecast trends through 2028. NVR projects the worldwide
assembly market for electronics products to grow at a compound annual growth rate (“CAGR”) of 4.6% over the next five
years, with the EMS industry projected to grow at a CAGR of 4.6%.
We continue to monitor the current economic and industry conditions for uncertainties that may pose a threat to our future
growth or cause disruption in business strategy, execution, and timing in the markets in which we compete.
The EMS industry is experiencing the impacts of softening demand from global macroeconomic headwinds, especially in the
current fiscal year. The financial impact on our future results cannot be reasonably estimated but could be material. Such
headwinds include pressure from elevated levels of inflation, higher interest rates, and geopolitical uncertainty.
Net sales in fiscal year 2024 decreased 6% from the prior fiscal year, with decreases in each of our end market verticals. The
decrease in sales to customers in the automotive market were largely driven by decreased demand. In the medical market, sales
decreased due to decreased sales with a large medical customer, first impacting our results in late fiscal year 2023, who is
remediating a recall. The cause of the recall is unrelated to the products we provided. In the industrial market, sales decreased in
large part due to a program at our automation, test, and measurement business in fiscal year 2023 not recurring this fiscal year.
We expect consolidated net sales to decrease again in 2025 with the continued softness in demand and the loss of a major
automotive program by our customer that was unrelated to any issues with our workmanship, quality, or ability to produce the
product, in addition to the expected consolidated net sales decrease from the divestiture of our GES business discussed further
in this section.
We have a strong focus on cost control balanced with managing the future growth prospects of our business. We expect to make
investments that will strengthen or add new capabilities to our package of value as a multifaceted manufacturing solutions
company, including through our recently completed capacity expansions. 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
its link to our financial performance, which results in varying amounts of compensation expense as profits change.
26
To support our renewed strategic focus, in the third quarter of fiscal year 2024, we made the decision to divest of GES, our
automation, test and measurement business unit, and committed to a plan to sell the business. This will allow us to increase
focus and support our EMS operations. As a result, the disposal group has met the criteria to be classified as held for sale and is
reported at the lower of its carrying value or fair value less costs to sell at June 30, 2024. We completed the divestiture of our
GES business on July 31, 2024. In addition to the decision to divest of GES, we undertook restructuring efforts to align our cost
structure with reduced end-market demand levels.
We continue to maintain a strong balance sheet as of the end of fiscal year 2024, which included a current ratio of 2.3, a debt-
to-equity ratio of 0.5, and Share Owners’ equity of $540 million. Recently, we have invested to support our expansions and
growth in Mexico, Thailand, and Poland. We expect our balance sheet to continue to normalize as we negotiate with customers
on excess inventory and as certain component shortages subside. Refer to the Future Liquidity section of Liquidity and Capital
Resources below for further discussion of our liquidity.
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 awards
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.
Year End
Customer Service Years
2024
2023
2022
More than 10 Years
% of Net Sales . . . . . . . . . . . . . . . . .
76%
77%
79%
# of Customers . . . . . . . . . . . . . . . . .
38
31
34
5 to 10 Years
% of Net Sales . . . . . . . . . . . . . . . . .
18%
19%
17%
# of Customers . . . . . . . . . . . . . . . . .
15
22
21
Less than 5 Years
% of Net Sales . . . . . . . . . . . . . . . . .
6%
4%
4%
# of Customers . . . . . . . . . . . . . . . . .
12
12
11
Total
% of Net Sales . . . . . . . . . . . . . . . . .
100%
100%
100%
# of Customers . . . . . . . . . . . . . . . . .
65
65
66
A detailed discussion of risk factors and uncertainties that could have an effect on our performance are located within Item 1A -
Risk Factors.
27
Presentation of Results of Operations and Liquidity and Capital Resources
A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is
presented below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to
fiscal year 2022 can be found under captions entitled “Results of Operations - Fiscal Year 2023 Compared with Fiscal Year
2022” and “Liquidity and Capital Resources” in the section entitled “Item 7 - 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, 2023 filed with
the SEC on August 24, 2023, which is available free of charge through the SEC’s website at http://www.sec.gov or the
Company’s website, https://investors.kimballelectronics.com. The Company’s website and the information contained therein, or
incorporated therein, are not intended to be incorporated into this Annual Report on Form 10-K.
Results of Operations - Fiscal Year 2024 Compared with Fiscal Year 2023
At or For the Year Ended
June 30
(Amounts in Millions, Except for Per Share Data)
2024
as a % of
Net Sales
2023
as a % of
Net Sales
% Change
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,714.5
$ 1,823.4
(6) %
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . .
140.3
8.2%
156.2
8.6%
(10) %
Selling and Administrative Expenses . . . . .
66.7
4.0%
68.7
3.8%
(3) %
Other General Income . . . . . . . . . . . . . . . . .
(0.9)
(0.1) %
(0.2)
—%
(321) %
Restructuring Expense . . . . . . . . . . . . . . . .
2.4
0.1%
—
—%
—%
Goodwill Impairment . . . . . . . . . . . . . . . . .
5.8
0.3%
—
—%
—%
Asset Impairment . . . . . . . . . . . . . . . . . . . .
17.0
1.0%
—
—%
—%
Operating Income . . . . . . . . . . . . . . . . . . . .
49.3
2.9%
87.7
4.8%
(44) %
Other Income (Expense) . . . . . . . . . . . . . . .
(24.1)
(13.0)
Provision for Income Taxes . . . . . . . . . . . .
4.7
18.9
(75) %
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . $
20.5
$
55.8
(63) %
Diluted Earnings per Share . . . . . . . . . . . . . $
0.81
$
2.22
(64) %
Open Orders . . . . . . . . . . . . . . . . . . . . . . . . $
714
$
798
(11) %
Net Sales by Vertical Market
For the Year Ended
June 30
(Amounts in Millions)
2024
2023
% Change
Automotive . . . . . . . . . . . . . . . . . . . . . . . . . $
826.4 $
843.8
(2) %
Medical . . . . . . . . . . . . . . . . . . . . . . . . . . . .
425.7
500.7
(15) %
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . .
462.4
478.9
(3) %
Total Net Sales . . . . . . . . . . . . . . . . . . . . . . $ 1,714.5 $ 1,823.4
(6) %
Net sales in fiscal year 2024 decreased by 6% compared to net sales in fiscal year 2023. The impact from foreign currency
fluctuations on net sales was negligible in fiscal year 2024 compared to fiscal year 2023. Beginning in fiscal year 2024, we
changed our presentation of revenue for miscellaneous sales previously included in Other to include in the respective
customers’ end market verticals. Prior year periods have been recast to conform to the current year presentation. By end market
vertical, our market verticals fluctuated as follows:
•
Sales to customers in the automotive market were down slightly in the current fiscal year when compared to the prior
fiscal year due to the overall decrease in demand across most of our major customers.
•
Sales to customers in the medical market decreased when compared to the prior fiscal year. This decrease is primarily
due to decreased sales with a large medical customer who is remediating a recall. The cause of the recall is unrelated to
the products we provided. Partially offsetting this decrease in sales was a ramp-up of certain programs and new
product launches.
•
Sales to customers in the industrial market were down slightly in the current fiscal year when compared to the prior
fiscal year. The decrease is largely due to lower demand with our climate control customers as well as a program at our
automation, test, and measurement business from fiscal year 2023 not recurring this year.
28
Sales to Nexteer Automotive, Philips, and ZF accounted for the following portions of our net sales:
Year Ended June 30
2024
2023
Nexteer Automotive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16%
15%
Philips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
14%
ZF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13%
12%
* amount is less than 10% of total
Gross profit as a percent of net sales declined in fiscal year 2024 when compared to fiscal year 2023 as we experienced lost
absorption on lower revenue.
For fiscal year 2024, selling and administrative expenses remained relatively flat as a percent of net sales but decreased in
absolute dollars when compared to fiscal year 2023. The absolute dollar decrease was driven by decreased profit-sharing bonus
expense and supplier financing charges due to decreased sales.
Other General Income in fiscal years 2024 and 2023 consisted of $0.9 million and $0.2 million, respectively, resulting from
payments received related to class action lawsuits in which Kimball Electronics was a class member. These lawsuits alleged
that certain suppliers to the EMS industry conspired over a number of years to raise and fix the prices of electronic components,
resulting in overcharges to purchasers of those components.
For fiscal year 2024, we recorded pre-tax restructuring expense of $2.4 million, for employee-related costs as we undertook
restructuring efforts to align our cost structure with reduced end market demand levels.
In the third quarter of fiscal year 2024, we made the decision to divest our automation, test and measurement business unit and
committed to a plan to sell the business. As a result, the disposal group has met the criteria to be classified as held for sale and
we have reported the business unit at the lower of its carrying value or fair value less costs to sell. The carrying value exceeded
the fair value less costs to sell, and we recorded pre-tax impairment charges of $5.8 million and $17.0 million on goodwill and
assets held for sale, respectively, in fiscal year 2024. See Note 3 - Assets and Liabilities Held for Sale of Notes to Condensed
Consolidated Financial Statements for more information.
Other Income (Expense) consisted of the following:
Other Income (Expense)
Year Ended
June 30
(Amounts in Thousands)
2024
2023
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
638 $
153
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(22,839)
(16,263)
Foreign Currency/Derivative Gain (Loss) . . . . . . . . . . . . . . .
(1,425)
2,769
Gain (Loss) on SERP Investments . . . . . . . . . . . . . . . . . . . . .
680
701
Credit facilities fees and bank charges . . . . . . . . . . . . . . . . . .
(873)
(714)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(259)
369
Other Income (Expense), net . . . . . . . . . . . . . . . . . . . . . . . . . $
(24,078) $
(12,985)
Interest expense has increased in the year ended June 30, 2024 compared to the year ended June 30, 2023 due to higher interest
rates and higher borrowings on credit facilities. The Foreign Currency/Derivative Gain (Loss) resulted from net foreign
currency exchange rate movements during the periods. The loss in fiscal year 2024 and the gain in fiscal year 2023 were driven
by the respective weakening and strengthening of the U.S. dollar versus foreign currencies that we have exposure to in our
business. The revaluation of the fair value of the supplemental employee retirement plan (“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.
29
Our income before income taxes and effective tax rate were comprised of the following U.S. and foreign components:
Year Ended June 30, 2024
Year Ended June 30, 2023
(Amounts in Thousands)
Income (Loss)
Before Taxes
Effective Tax
Rate
Income Before
Taxes
Effective Tax
Rate
United States . . . . . . . . . . . . . . . . . . $
(35,055)
21.6%
$
(6,269)
(1.1) %
Foreign . . . . . . . . . . . . . . . . . . . . . . $
60,254
20.3%
$
81,013
23.2%
Total . . . . . . . . . . . . . . . . . . . . . . . . $
25,199
18.6%
$
74,744
25.3%
The consolidated effective tax rate for fiscal year 2024 was lower due to the impact of the GES impairment charges, partially
offset by the valuation allowance. The domestic unfavorable tax rate was also distorted by the impairment charges.
The consolidated effective tax rate for fiscal year 2023 was unfavorably impacted by the mix of taxable earnings within our
various tax jurisdictions and foreign exchange rate movements. The domestic favorable tax rate was favorably impacted by our
loss before taxes and the research and development tax credit.
Our overall effective tax rate will fluctuate depending on the geographic distribution of our worldwide earnings. See Note 11 -
Income Taxes of Notes to Consolidated Financial Statements for more information.
We recorded net income of $20.5 million in fiscal year 2024, or $0.81 per diluted share, a decrease of 63.3% from fiscal year
2023 net income of $55.8 million, or $2.22 per diluted share.
Open orders were down 11% as of June 30, 2024 compared to June 30, 2023. The decrease in open orders from June 30, 2023
is primarily driven by reduced orders from a large medical customer who is remediating a recall. Open orders are the aggregate
sales price of production pursuant to unfulfilled customer orders, which may be delayed or canceled by the customer subject to
contractual termination provisions. The majority of open orders as of June 30, 2024 are expected to be filled within the next
twelve months. Open orders at a point in time may not be indicative of future sales trends due to the contract nature of our
business and the variability of order lead times among our customers.
Liquidity and Capital Resources
Working capital at June 30, 2024 was $471.7 million compared to working capital of $454.3 million at June 30, 2023. The
current ratio was 2.3 at June 30, 2024 and 2.0 at June 30, 2023, respectively. The debt-to-equity ratio was 0.5 at both June 30,
2024 and June 30, 2023. Our short-term liquidity available, represented as cash and cash equivalents plus the unused amount of
our credit facilities, some of which are uncommitted, totaled $220.1 million at June 30, 2024 and $149.1 million at June 30,
2023.
Cash Conversion Days (“CCD”) are calculated as the sum of Days Sales Outstanding (“DSO”) plus Contract Asset Days
(“CAD”) plus Production Days Supply on Hand (“PDSOH”) less Accounts Payable Days (“APD”) and less Advances from
Customers Days (“ACD”). CCD, or a similar metric, is used in our industry and by our management to measure the efficiency
of managing working capital. The following table summarizes our CCD for the quarterly periods indicated.
Three Months Ended
June 30,
2024
March 31,
2024
December 31,
2023
September 30,
2023
June 30,
2023
DSO . . . . . . . . . . . . . .
58
59
64
58
56
CAD . . . . . . . . . . . . . .
16
17
18
17
14
PDSOH . . . . . . . . . . . .
93
103
109
108
97
APD . . . . . . . . . . . . . .
50
58
65
71
65
ACD . . . . . . . . . . . . . .
17
11
9
9
8
CCD . . . . . . . . . . . . . .
100
110
117
103
94
We define Days Sales Outstanding as the average of monthly trade accounts and notes receivable divided by an average day’s
net sales, Contract Asset Days as the average monthly contract assets divided by an average day’s net sales, Production Days
Supply on Hand as the average of monthly gross inventory divided by an average day’s cost of sales, Accounts Payable Days as
the average of monthly accounts payable divided by an average day’s cost of sales, and Advances from Customers Days as the
the average of monthly customer deposits divided by an average day’s cost of sales. Over the past several quarters, we have
supported our customers through strategic inventory builds to mitigate parts shortages, which adversely impacted our PDSOH
and CCD metrics. Additionally, in fiscal year 2024, we have experienced customers push out deliveries due to softening
30
consumer demand. As lead times dictate the ordering of components, these push outs negatively impact our cash conversion
days and working capital. In these situations, we negotiate with our customers for inventory deposits or consignment
arrangements to limit the impact to our balance sheet. We expect inventory levels and working capital to continue to normalize
as we seek relief through customer negotiations.
Cash Flows
The following table reflects the major categories of cash flows for the fiscal years ended June 30, 2024 and 2023.
Year Ended June 30
(Amounts in Millions)
2024
2023
Net cash provided by (used for) operating activities . . . . . . .
$
73.2
$
(13.8)
Net cash used for investing activities . . . . . . . . . . . . . . . . . .
$
(46.5)
$
(90.5)
Net cash provided by financing activities . . . . . . . . . . . . . . .
$
9.0
$
99.2
Cash Flows from Operating Activities
Net cash provided by operating activities for the fiscal year ended June 30, 2024 was driven by net income adjusted for non-
cash items, partially offset by changes in operating assets and liabilities. Net cash used for operating activities for the fiscal year
ended June 30, 2023 was driven by changes in operating assets and liabilities, partially offset by net income adjusted for non-
cash items. Net income and non-cash adjustments provided cash of $82.6 million, while changes in operating assets and
liabilities used $9.4 million of cash in the fiscal year ended June 30, 2024. For the fiscal year ended June 30, 2023, cash used by
changes in operating assets and liabilities was $107.3 million, while net income and non-cash adjustments provided cash of
$93.5 million.
Net income adjusted for non-cash items provided cash of $82.6 million in fiscal year 2024. Partially offsetting this was cash
used of $9.4 million from changes in operating assets and liabilities in fiscal year 2024, largely due to the decrease in accounts
payable which used cash of $102.6 million driven by decreased inventory purchases due to lower sales. Partially offsetting cash
used by accounts payable was a decrease in inventory which provided cash of $64.2 million driven by decreased inventory
purchases due to lower sales, and an increase in advances from customers, which provided cash of $34.9 million.
The cash used of $107.3 million from changes in operating assets and liabilities in fiscal year 2023 was largely due to an
increase in accounts receivable, which used cash of $82.4 million primarily resulting from increased sales volumes, and an
increase in inventory, which used cash of $50.2 million, driven by investment to support our expansions. Partially offsetting
cash used by inventory was an increase in accounts payable, which provided cash of $20.4 million largely resulting from
increased inventory purchases, and an increase in advances from customers, which provided cash of $7.9 million.
Cash Flows from Investing Activities
Net cash used for investing activities during fiscal year 2024 includes $47.0 million cash used for capital investments. The
capital investments were primarily to support new business awards, replacement of older machinery and equipment, and facility
expansions.
Net cash used for investing activities during fiscal year 2023 includes $90.7 million cash used for capital investments. The
capital investments were primarily for expansions at our Mexico, Thailand, and Poland facilities and to support new business
awards.
Cash Flows from Financing Activities
Net cash provided by financing activities for the fiscal year ended June 30, 2024 resulted largely from net borrowings on our
credit facilities of $13.5 million primarily for working capital purposes and capital expenditures.
Net cash provided by financing activities for the fiscal year ended June 30, 2023 resulted largely from net borrowings on our
credit facilities of $100.7 million primarily for working capital purposes and capital investments supporting expansions.
31
Credit Facilities
The Company maintains a U.S. primary credit facility (the “primary credit facility”) scheduled to mature on May 4, 2027. The
primary credit facility provides for $300 million in borrowings, with an option to increase the amount available for borrowing
to $450 million at the Company’s request, subject to the consent of each lender participating in such increase. The Company
also maintains a 364-day multi-currency revolving credit facility (the “secondary credit facility”), which allows for borrowings
up to $100 million and has a maturity date of January 3, 2025. The proceeds of the loans on the primary credit facility and the
secondary credit facility are to be used for working capital and general corporate purposes of the Company. We were in
compliance with the financial covenants of the primary and secondary credit facilities during the fiscal year ended June 30,
2024. As noted in the Future Liquidity section below, we amended our secondary credit facility on January 5, 2024 to increase
the borrowings to $100 million.
We also maintain foreign credit facilities for working capital and general corporate purposes at specific foreign locations rather
than utilizing funding from intercompany sources. These foreign credit facilities can be canceled at any time by either the bank
or us and generally include renewal clauses. As of June 30, 2024, we maintained foreign credit facilities at our Thailand
operation, our EMS operation in China, our Netherlands subsidiary, our Poland operation, and our Vietnam operation.
See Note 8 - Credit Facilities of Notes to Consolidated Financial Statements for more information on our credit facilities,
including the terms of the credit facilities such as interest, commitment fees, and debt covenants.
Factoring Arrangements
We participate in our customers’ supply chain financing arrangements 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. During the fiscal years ended June 30, 2024 and 2023, we sold, without
recourse, $410.0 million and $485.4 million of accounts receivable, respectively. See Note 1 - Business Description and
Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for more information regarding the
factoring arrangements.
Future Liquidity
We believe our principal sources of liquidity from available funds on hand, cash generated from operations, proceeds from the
sale of GES, 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 unused borrowings in USD equivalent under all of our credit facilities
totaled $142.1 million at June 30, 2024, including the 100 million secondary credit facility. We amended our secondary credit
facility on January 5, 2024 to increase the borrowing limit to $100 million from $50 million and change the maturity date to
January 3, 2025. The increased borrowing limit will provide us with more liquidity at the enterprise level to meet working
capital and other operating needs. Additionally, accounts receivable factoring arrangements could provide flexible access to
cash as needed. While our primary credit facility includes a covenant that limits the amount of sold receivables outstanding at
any time, currently and historically, we have been considerably below this limit.
We expect to continue to prudently invest in capital expenditures, including for capacity expansions and potential acquisitions,
that would help us continue our growth as a multifaceted manufacturing solutions company. We recently completed our
Thailand facility expansion in the third quarter of fiscal year 2022, our Mexico facility expansion in the first quarter of fiscal
year 2023, and our Poland expansion in the fourth quarter of fiscal year 2023.
At June 30, 2024, our capital expenditure commitments were approximately $14 million, consisting primarily of capital related
to new program wins and replacement of older machinery and equipment. We anticipate our available liquidity will be
sufficient to fund these capital expenditures.
We have purchase obligations that arise in the normal course of business for items such as raw materials, services, and software
acquisitions/license commitments. In certain instances, such as when lead times dictate, we enter into contractual agreements
for material in excess of the levels required to fulfill customer orders. In turn, material authorization agreements with customers
cover a portion of the exposure for material that we must purchase prior to having a firm order.
At June 30, 2024, our foreign operations held cash totaling $77.9 million. The Company continually evaluates its global cash
needs. The aggregate unremitted earnings of the Company’s foreign subsidiaries, which are currently permanently reinvested,
were approximately $482 million as of June 30, 2024. If such funds were repatriated or we determined that all or a portion of
such foreign earnings are no longer permanently reinvested, we may be subject to applicable non-U.S. income and withholding
taxes. Determination of the amount of any potential future unrecognized deferred tax liability on such unremitted earnings is not
practicable and is recorded in the period that the funds are repatriated.
32
The Company’s Repurchase Plan allows the repurchase of up to $100 million of our 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 Repurchase Plan has no
expiration date but 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 has repurchased $91.8 million of common stock under the Repurchase Plan
through June 30, 2024.
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,
global health emergencies, and the related uncertainties around the financial impact, 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.
Fair Value
During fiscal year 2024, 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 derivative
assets and liabilities, which were classified as level 2, 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 13 - Fair Value of Notes to Consolidated Financial Statements for additional information.
Off-Balance Sheet Arrangements
As of June 30, 2024, we do not have any material off-balance sheet arrangements.
Critical Accounting Policies
Kimball Electronics’ 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 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.
Management believes the following critical accounting policies reflect the more significant judgments and estimates used in
preparation of our Consolidated Financial Statements and are the policies that are most critical in the portrayal of our financial
position and results of operations. Management has discussed these critical accounting policies and estimates with the Audit
Committee of the Company’s Board of Directors and with the Company’s independent registered public accounting firm.
Revenue recognition - Kimball Electronics recognizes revenue to depict the transfer of goods or services to customers in an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those services and products.
The majority of our revenue is recognized over time as manufacturing services are performed where we manufacture a product
with no alternative use and have an enforceable right to payment for performance completed to date. The remaining revenue is
recognized when the customer obtains control of the manufactured product. We have elected to account for shipping and
handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products.
Accordingly, we record customer payments of shipping and handling costs as a component of net sales and classify such costs
as a component of cost of sales. We recognize sales net of applicable sales or value add taxes. Based on estimated product
returns and price concessions, a reserve for returns and allowances is recorded at the time revenue is recognized, resulting in a
reduction of revenue.
Goodwill and Other Intangible Assets - Goodwill, $6.2 million and $12.0 million as of June 30, 2024 and 2023, respectively,
represents the difference between the purchase price and the related underlying tangible and intangible net asset fair values
resulting from business acquisitions. Annually, or if conditions indicate an earlier review is necessary, goodwill is tested at the
reporting unit level. If the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down to
its estimated fair value. Our decision to divest GES, our former automation, test and measurement business, and the disposal
group meeting the criteria to be classified as held for sale, resulted in goodwill impairment of $5.8 million, pre-tax in fiscal year
2024. No impairment charges were recorded in fiscal year 2024 or 2023 resulting from our annual impairment tests for all other
reporting units.
33
Other Intangible Assets, $3.0 million and $12.3 million as of June 30, 2024 and 2023, respectively, are reported on the
Consolidated Balance Sheets and consist of capitalized software, customer relationships, technology, and trade name. Intangible
assets are reviewed for impairment, and their remaining useful lives evaluated for revision, when events or circumstances
indicate that the carrying value may not be recoverable over the remaining lives of the assets. Our decision to divest of our
automation, test and measurement business resulted in the associated intangible assets being classified as held for sale.
See Note 1 - Business Description and Summary of Significant Accounting Policies and Note 3 - Assets and Liabilities Held for
Sale of Notes to Consolidated Financial Statements for further discussion of the Company’s goodwill and intangible asset
accounting policies, held for sale classification, and impairment.
Taxes - Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to
temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in
which the temporary differences are expected to reverse. We evaluate the recoverability of our deferred tax assets each quarter
by assessing the likelihood of future taxable income and available tax planning strategies that could be implemented to realize
our deferred tax assets. If recovery is not likely, we provide a valuation allowance based on our best estimate of future taxable
income in the various taxing jurisdictions and the amount of deferred taxes ultimately realizable. Future events could change
management’s assessment.
We operate within multiple taxing jurisdictions and are subject to tax audits in these jurisdictions. These audits can involve
complex issues, which may require an extended period of time to resolve. However, we believe we have made adequate
provision for income and other taxes for all years that are subject to audit. As tax positions are effectively settled, the tax
provision will be adjusted accordingly. The liability for uncertain income tax and other tax positions, including accrued interest
and penalties on those positions, was $1.6 million and $1.8 million at June 30, 2024 and June 30, 2023, respectively.
Numerous foreign jurisdictions in which the company operates have adopted the Organization for Economic Cooperation and
Development’s global framework implementing a 15% corporate minimum tax, commonly referred to as Pillar Two. The
Company will be subject to Pillar Two beginning in fiscal year 2025. Based on current legislation and available guidance, we
do not anticipate Pillar Two will have a material impact to our financial condition, results of operation, cash flows, or effective
tax rate. We will continue to monitor additional guidance as it is released.
New Accounting Standards
See Note 1 - Business Description and Summary of Significant Accounting Policies of Notes to Consolidated Financial
Statements for information regarding New Accounting Standards.
Item 7A - 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 principal foreign currency exposures include the Euro, Polish zloty, Romanian leu,
Chinese renminbi, Thai baht, and Mexican peso. In fiscal year 2024, our principal foreign currency exposures also included the
Vietnamese dong. 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 14 - Derivative Instruments of Notes to
Consolidated Financial Statements. We estimate that a hypothetical 10% adverse change in foreign currency exchange rates
from levels at June 30, 2024 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 in an annual period. Actual future gains and losses
could have a material impact in an annual period depending on changes or differences in market rates and interrelationships,
hedging instruments, timing, and other factors.
Interest Rate Risk: Our primary exposure to market risk for changes in interest rates relates to our primary credit facility,
described further in Note 8 - Credit Facilities of Notes to Consolidated Financial Statements, as the interest rates paid for
borrowings are determined at the time of borrowing based on market indices. Therefore, although we can elect to fix the interest
rate at the time of borrowing, the facility does expose us to market risk for changes in interest rates. We estimate that a
hypothetical 10% change in interest rates on borrowing levels at June 30, 2024 would not have a material impact of profitability
in an annual period. The interest rate on certain borrowings under our credit facilities, including our primary credit facility, are
based on the Secured Overnight Financing Rate (“SOFR”).
34
Item 8 - Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No.
Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Report of Independent Registered Public Accounting Firm (PCAOB No. 34) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Consolidated Balance Sheets as of June 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Consolidated Statements of Income for Each of the Three Years in the Period Ended June 30, 2024 . . . . . . . . . . . . .
41
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended June 30, 2024
42
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended June 30, 2024 . . . . . . . . .
43
Consolidated Statements of Share Owners’ Equity for Each of the Three Years in the Period Ended June 30, 2024 .
44
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
35
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Kimball Electronics, Inc. is responsible for establishing and maintaining adequate internal control over
financial reporting and for the preparation and integrity of the accompanying financial statements and other related information
in this report. The consolidated financial statements of the Company and its subsidiaries, including the footnotes, were
prepared in accordance with accounting principles generally accepted in the United States of America and include judgments
and estimates, which in the opinion of management are applied on an appropriately conservative basis. We maintain a system
of internal and disclosure controls intended to provide reasonable assurance that assets are safeguarded from loss or material
misuse, transactions are authorized and recorded properly, and that the accounting records may be relied upon for the
preparation of the financial statements. This system is tested and evaluated regularly for adherence and effectiveness by
employees who work within the internal control processes and by our staff of internal auditors.
The Audit Committee of the Board of Directors, which is comprised of directors who are not employees of the Company, meets
regularly with management, our internal auditors, and the independent registered public accounting firm to review our financial
policies and procedures, our internal control structure, the objectivity of our financial reporting, and the independence of the
independent registered public accounting firm. The internal auditors and the independent registered public accounting firm
have free and direct access to the Audit Committee, and they meet periodically, without management present, to discuss
appropriate matters.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements
and even when determined to be effective, can only provide reasonable assurance with respect to financial statement
preparation and presentation.
These consolidated financial statements are subject to an evaluation of internal control over financial reporting conducted under
the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer.
Based on that evaluation, conducted under the criteria established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that our internal control
over financial reporting was effective as of June 30, 2024.
/s/ RICHARD D. PHILLIPS
Richard D. Phillips
Chief Executive Officer
August 23, 2024
/s/ JANA T. CROOM
Jana T. Croom
Chief Financial Officer
August 23, 2024
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Share Owners and the Board of Directors of Kimball Electronics, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Kimball Electronics, Inc. and subsidiaries (the “Company”)
as of June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, share owners’ equity, and
cash flows for each of the three years in the period ended June 30, 2024, and the related notes and the schedule listed in the
Index at Item 15 (collectively referred to as the “financial statements”). We have also audited the Company’s internal control
over financial reporting as of June 30, 2024, based on the criteria established in Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the
period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Also,
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June
30, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on
these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
37
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Revenue Recognition - Contracts Recognized Over Time - Refer to Notes 1 and 2 to the Financial Statements
Critical Audit Matter Description
The majority of the Company’s revenue is recognized over time as manufacturing services are performed when the Company
manufactures a product to customer specifications with no alternative use and for which the Company has an enforceable right
to payment for performance completed to date. The Company generally recognizes revenue over time to depict the Company’s
progress towards meeting its performance obligations, using costs based input methods, in which judgment is required to
evaluate assumptions including the anticipated margins to estimate the corresponding amount of revenue to recognize.
The timing differences of revenue recognition, billings to the Company’s customers, and cash collections from the Company’s
customers result in billed accounts receivable and unbilled accounts receivable. Contract assets on the consolidated balance
sheets relate to unbilled accounts receivable and occur when revenue is recognized over time as manufacturing services are
provided and the billing to the customer has not yet occurred as of the balance sheet date, which are generally transferred to
receivables in the next fiscal quarter due to the short-term nature of the manufacturing cycle.
We identified the Company’s revenue recognition over time for contracts with customers as a critical audit matter because of
the judgments required to evaluate assumptions including the anticipated margins to estimate the corresponding amount of
revenue to recognize and contract assets to record. This required an increased extent of audit effort due to the significant
number of contracts on which the Company recognizes revenue over time, and a high degree of auditor judgment when
performing procedures to audit management’s estimate of anticipated margins used to recognize revenue over time and
evaluating the results of those procedures.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of the anticipated margins used to recognize revenue over time and
record contract assets included the following, among others:
•
We tested the effectiveness of controls over the Company’s recognition of revenue over time and the related contract
asset balance, including management’s process for estimating the anticipated margins for products manufactured to
customer specifications for which the Company has an enforceable right to payment for performance completed to
date.
•
We evaluated management’s ability to estimate revenue accurately by comparing actual margins to management’s
historical estimates for completed contracts.
•
We selected a sample of contracts with customers and performed the following:
◦
Evaluated whether the contracts with customers were properly included or excluded in management’s
calculation of over time contract revenue based on the terms and conditions of each contract, including
whether the Company determined the product has no alternative use and that the Company has an enforceable
right to payment for performance completed to date.
◦
Compared the transaction prices to the consideration expected to be received based on current rights and
obligations under the contracts and any modifications that were agreed upon with the customers.
◦
Tested the accuracy and completeness of the costs incurred to date for the respective performance obligations
by comparing the quantities on hand and standard cost per the calculation to the Company’s perpetual
inventory information and testing any manufacturing variances and purchase price adjustments.
◦
Evaluated the calculation of the amount of revenue to recognize for the performance obligation by:
38
▪
Evaluating the reasonableness of management’s anticipated margins used in the Company’s
calculation of revenue.
▪
Evaluating the appropriateness and consistency of the methods and assumptions used by
management to develop the estimates of anticipated margin at completion.
•
We tested the mathematical accuracy of management’s calculation of revenue recognized over time and the related
contract asset balance.
/s/ Deloitte & Touche LLP
Indianapolis, Indiana
August 23, 2024
We have served as the Company’s auditor since 2014.
39
KIMBALL ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except for Share Data)
June 30,
2024
June 30,
2023
ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
77,965 $
42,955
Receivables, net of allowances of $1,002 and $257, respectively . . . . . . . . . . . . . . . . . . . . . .
282,336
308,167
Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,320
78,798
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
338,116
450,319
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44,682
49,188
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,587
—
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
847,006
929,427
Property and Equipment, net of accumulated depreciation of $309,499 and $293,197,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
269,659
267,684
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,191
12,011
Other Intangible Assets, net of accumulated amortization of $27,300 and $38,785,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,994
12,335
Other Assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82,069
38,262
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,207,919 $
1,259,719
LIABILITIES AND SHARE OWNERS’ EQUITY
Current Liabilities:
Current portion of borrowings under credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
59,837 $
46,454
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
213,551
322,274
Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,151
33,905
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63,189
72,515
Liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,594
—
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
375,322
475,148
Other Liabilities:
Long-term debt under credit facilities, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . .
235,000
235,000
Long-term income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,255
5,859
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53,881
19,718
Total other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
292,136
260,577
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
Shares outstanding: 24,733,000 and 24,724,000, respectively . . . . . . . . . . . . . . . . . . . .
—
—
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
319,463
315,482
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
316,564
296,053
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17,807)
(11,046)
Treasury stock, at cost:
Shares: 4,697,000 and 4,706,000, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(77,759)
(76,495)
Total Share Owners’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
540,461
523,994
Total Liabilities and Share Owners’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,207,919 $
1,259,719
See Notes to Consolidated Financial Statements
40
KIMBALL ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except for Per Share Data)
Year Ended June 30
2024
2023
2022
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,714,510 $
1,823,429 $
1,349,535
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,574,253
1,667,264
1,244,933
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140,257
156,165
104,602
Selling and Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66,626
68,648
53,437
Other General Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(892)
(212)
(1,384)
Restructuring Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,386
—
—
Goodwill Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,820
—
—
Asset Impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,040
—
—
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49,277
87,729
52,549
Other Income (Expense):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
638
153
81
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(22,839)
(16,263)
(2,655)
Non-operating income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,877)
3,125
(6,244)
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24,078)
(12,985)
(8,818)
Income Before Taxes on Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,199
74,744
43,731
Provision for Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,688
18,913
12,478
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,511 $
55,831 $
31,253
Earnings Per Share of Common Stock:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.82 $
2.24 $
1.24
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.81 $
2.22 $
1.24
Average Number of Shares Outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,079
24,904
25,115
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,278
25,076
25,221
See Notes to Consolidated Financial Statements
41
KIMBALL ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
Year Ended June 30, 2024
Year Ended June 30, 2023
Year Ended June 30, 2022
Pre-tax
Tax
Net of
Tax
Pre-tax
Tax
Net of
Tax
Pre-tax
Tax
Net of
Tax
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 20,511
$ 55,831
$ 31,253
Other Comprehensive Income (Loss):
Foreign currency translation adjustments . . . . $ (2,620) $
192
$ (2,428) $
5,517
$
—
$ 5,517
$ (15,126) $
—
$ (15,126)
Postemployment actuarial change . . . . . . . . .
(916)
275
(641)
(276)
(54)
(330)
266
39
305
Derivative gain (loss) . . . . . . . . . . . . . . . . . . .
2,621
(524)
2,097
9,547
(2,081)
7,466
468
(171)
297
Reclassification to (earnings) loss:
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,530)
1,670
(5,860)
(4,936)
1,041
(3,895)
(279)
206
(73)
Amortization of actuarial change . . . . . . . . .
94
(23)
71
(174)
42
(132)
(253)
61
(192)
Other Comprehensive Income (Loss) . . . . . . . . $ (8,351) $ 1,590
$ (6,761) $
9,678
$ (1,052) $ 8,626
$ (14,924) $
135
$ (14,789)
Total Comprehensive Income . . . . . . . . . . . . . .
$ 13,750
$ 64,457
$ 16,464
See Notes to Consolidated Financial Statements
42
KIMBALL ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
Year Ended June 30
2024
2023
2022
Cash Flows From Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,511
$
55,831
$
31,253
Adjustments to reconcile net income to net cash provided by (used for):
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,030
32,416
29,411
(Gain) loss on sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(15)
(23)
90
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8,852)
(1,714)
772
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,820
—
—
Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,040
—
—
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,185
6,914
6,224
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,928
33
1,914
Change in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,485
(82,386)
(26,483)
Contract assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,478
(14,718)
(18,217)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64,219
(50,234)
(203,168)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,412)
(13,265)
(5,086)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(102,574)
20,448
89,234
Advances from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34,922
7,938
22,565
Accrued expenses and taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,548)
24,956
(11,687)
Net cash provided by (used for) operating activities . . . . . . . . . . . . . . . . . . . .
73,217
(13,804)
(83,178)
Cash Flows From Investing Activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(46,074)
(89,367)
(73,957)
Proceeds from sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
499
316
456
Purchases of capitalized software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(966)
(1,321)
(757)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
(95)
(540)
Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(46,521)
(90,467)
(74,798)
Cash Flows From Financing Activities:
Proceeds from credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
105,000
100,000
Additional net change in revolving credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,450
(4,304)
14,936
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,847)
—
(8,952)
Payments related to tax withholding for stock-based compensation . . . . . . . . . . . . . . . .
(1,479)
(1,417)
(1,591)
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(150)
(100)
(652)
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,974
99,179
103,741
Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash . . . . .
(755)
(895)
(2,356)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash . . . . . . . . .
34,915
(5,987)
(56,591)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year (1) . . . . . . . . . . . . . . .
43,864
49,851
106,442
Cash, Cash Equivalents, and Restricted Cash at End of Year (1)
. . . . . . . . . . . . . . . . . $
78,779
$
43,864
$
49,851
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
27,265
$
13,662
$
14,329
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
19,444
$
15,334
$
2,328
Non-cash investing activity:
Unpaid purchases of property and equipment at the end of the year . . . . . . . . . . . $
1,442
$
3,122
$
4,538
(1) The following table reconciles cash and cash equivalents in the consolidated balance sheets to
cash, cash equivalents, and restricted cash per the consolidated statements of cash flows. The
restricted cash included in Prepaid expenses and other current assets on the consolidated balance
sheet represents funds held by the Company for a foreign subsidiary’s employee savings plan.
Year Ended June 30
2024
2023
2022
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
77,965
$
42,955
$
49,851
Restricted Cash included in Prepaid expenses and other current assets . . . . . . . . . . . . $
814
$
909
$
—
Total Cash, Cash Equivalents, and Restricted Cash at end of period . . . . . . . . . . . . . . $
78,779
$
43,864
$
49,851
See Notes to Consolidated Financial Statements
43
KIMBALL ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF SHARE OWNERS’ EQUITY
(Amounts in Thousands, Except for Share Data)
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total Share
Owners’
Equity
Amounts at June 30, 2021 . . . . . . . . . . . . . . . . . . . . . $ 308,123
$ 208,969
$
(4,883) $ (70,237) $
441,972
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,253
31,253
Other comprehensive income (loss) . . . . . . . . . . . .
(14,789)
(14,789)
Issuance of non-restricted stock (6,000 shares) . . .
73
70
143
Compensation expense related to stock
compensation plans . . . . . . . . . . . . . . . . . . . . . . . . .
6,092
6,092
Performance share issuance (143,000 shares) . . . .
(3,126)
1,566
(1,560)
Restricted share units issuance (2,000 shares) . . . .
(40)
22
(18)
Deferred share issuance (3,000 shares) . . . . . . . . .
(32)
32
—
Repurchase of Common Stock (485,000 shares) . .
(9,122)
(9,122)
Amounts at June 30, 2022 . . . . . . . . . . . . . . . . . . . . . $ 311,090
$ 240,222
$
(19,672) $ (77,669) $
453,971
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55,831
55,831
Other comprehensive income (loss) . . . . . . . . . . . .
8,626
8,626
Issuance of non-restricted stock (14,000
shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
173
325
Compensation expense related to stock
compensation plans . . . . . . . . . . . . . . . . . . . . . . . . .
6,657
6,657
Performance share issuance (84,000 shares) . . . . .
(2,417)
1,001
(1,416)
Amounts at June 30, 2023 . . . . . . . . . . . . . . . . . . . . . $ 315,482
$ 296,053
$
(11,046) $ (76,495) $
523,994
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,511
20,511
Other comprehensive income (loss) . . . . . . . . . . . .
(6,761)
(6,761)
Issuance of non-restricted stock
(18,000 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
235
222
457
Compensation expense related to stock
compensation plans . . . . . . . . . . . . . . . . . . . . . . . . .
6,773
6,773
Performance and restricted share issuance
(108,000 and 19,000 shares, respectively) . . . . . . .
(3,027)
1,549
(1,478)
Repurchase of Common Stock
(136,000 shares) (including excise tax) . . . . . . . . .
(3,035)
(3,035)
Amounts at June 30, 2024 . . . . . . . . . . . . . . . . . . . . . $ 319,463
$ 316,564
$
(17,807) $ (77,759) $
540,461
See Notes to Consolidated Financial Statements
44
KIMBALL ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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,
multifaceted manufacturing solutions provider. We provide electronics manufacturing services (“EMS”), including engineering
and supply chain support, to customers in the automotive, medical, and industrial end markets. We deliver a package of value
that begins with our core competency of producing durable electronics, and we further offer contract manufacturing services for
non-electronic components, medical disposables, precision molded plastics, and production automation, test, and inspection
equipment. Our design and manufacturing expertise coupled with robust processes and procedures help us ensure that we
deliver the highest levels of quality, reliability, and service throughout the entire life cycle of our customers’ products. We
deliver award-winning service across our highly integrated global footprint, which is enabled by our largely common operating
system, procedures, and standardization. We are well recognized by customers and industry trade publications for our excellent
quality, reliability, and innovative service.
Subsequent to June 30, 2024, on July 31, 2024, we completed the divestiture of GES, our automation, test and measurement
business unit. See Note 3 - Assets and Liabilities Held for Sale for more information on the GES divestiture.
Principles of Consolidation:
The Consolidated Financial Statements include the accounts of all domestic and foreign subsidiaries. All significant
intercompany balances and transactions have been eliminated in the consolidation.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts included in
the Consolidated Financial Statements and related note disclosures. While efforts are made to assure estimates used are
reasonably accurate based on management’s knowledge of current events, actual results could differ from those estimates.
Segment Information:
Kimball Electronics has business units located in the United States, China, Mexico, Poland, Romania, and Thailand, and each
of these business units qualify as operating segments. In addition, GES has operations located in the United States, China, India,
Japan, and Vietnam. The GES operations qualify as a single operating segment with its group results regularly reviewed by our
chief operating decision maker, which is our Chief Executive Officer.
Our operating segments meet the aggregation criteria under the current accounting guidance for segment reporting. As of
June 30, 2024, all of our operating segments provide contract manufacturing services, including engineering and supply chain
support, for the production of electronic assemblies and other products including medical devices, medical disposables,
precision molded plastics, and automation, test, and inspection equipment primarily in automotive, medical, and industrial
applications, to the specifications and designs of our customers. The nature of the products, the production process, the type of
customers, and the methods used to distribute the products have similar characteristics across all our operating segments. Each
of our operating segments service customers in multiple markets, and many of our customers’ programs are manufactured and
serviced by multiple operating segments. We leverage global processes such as component procurement and customer pricing
that provide commonality and consistency among the various regions in which we operate. All of our operating segments have
similar long-term economic characteristics, and as such, have been aggregated into one reportable segment.
Revenue Recognition:
We recognize revenue in accordance with the standard issued by the Financial Accounting Standards Board (“FASB”),
Revenue from Contracts with Customers and all the related amendments. Our revenue from contracts with customers is
generated primarily from manufacturing services provided for the production of electronic assemblies, components, medical
devices, medical disposables, precision molded plastics, and automation, test, and inspection equipment built to customers’
specifications. Our customer agreements are generally not for a definitive term but continue for the relevant product’s life cycle.
Typically, our customer agreements do not commit the customer to purchase our services until a purchase order is provided,
which is generally short term in nature. Customer purchase orders primarily have a single performance obligation. Generally,
the prices stated in the customer purchase orders are agreed upon prices for the manufactured product and do not vary over the
45
term of the order, and therefore, the majority of our contracts do not contain variable consideration. In limited circumstances,
we may enter into a contract which contains minimum quantity thresholds to cover our capital costs, and we may offer our
customer a rebate for specific volume thresholds or other incentives; in these cases, the rebates or incentives are accounted for
as variable consideration.
The majority of our revenue is recognized over time as manufacturing services are performed as we manufacture a product to
customer specifications with no alternative use and we have an enforceable right to payment for performance completed to date.
The remaining revenue for manufacturing services is recognized when the customer obtains control of the product, typically
either upon shipment or delivery of the product dependent on the terms of the contract, and the customer is able to direct the use
of and obtain substantially all of the remaining benefits from the asset. We generally recognize revenue over time using costs
based input methods, in which judgment is required to evaluate assumptions including anticipated margins to estimate the
corresponding amount of revenue to recognize. Costs used as a basis for estimating anticipated margins include material, direct
and indirect labor, and appropriate applied overheads. Anticipated margins are determined based on historical or quoted
customer pricing. Costs based input methods are considered a faithful depiction of our efforts and progress toward satisfying
our performance obligations for manufacturing services and for which we believe we are entitled to payment for performance
completed to date. The cumulative effect of revisions to estimates related to net contract revenues or costs are recorded in the
period in which the revisions to estimates are identified and the amounts can be reasonably estimated.
We have elected to account for shipping and handling activities related to contracts with customers as costs to fulfill our
promise to transfer the associated services and products. Accordingly, we record customer payments of shipping and handling
costs as a component of net sales and classify such costs as a component of cost of sales. We recognize sales net of applicable
sales or value add taxes. Based on estimated product returns and price concessions, a reserve for returns and allowances is
recorded at the time revenue is recognized, resulting in a reduction of net revenue.
Direct incremental costs to obtain and fulfill a contract are capitalized as a contract asset only if they are material, expected to
be recovered, and are not accounted for in accordance with other guidance. Incidental items that are immaterial in the context of
the contract are recognized as expense in the period incurred.
Cash and Cash Equivalents:
Cash equivalents consist primarily of highly liquid investments with original maturities of three months or less at the time of
acquisition. Cash and cash equivalents consist of bank accounts and money market funds. Bank accounts are stated at cost,
which approximates fair value, and money market funds are stated at fair value.
Trade Accounts Receivable:
The Company’s trade accounts receivable are recorded per the terms of the agreement or sale, and accrued interest is
recognized when earned. Our policy for estimating the allowance for credit losses on trade accounts 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 estimate expected credit
losses. Management believes that historical loss information generally provides a basis for its assessment of expected credit
losses. Trade accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed
uncollectible. Adjustments to the allowance for credit losses are recorded in Selling and Administrative Expenses on our
Consolidated Statements of Income.
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 participate in our customers’ supply chain financing arrangements for certain of our accounts receivables 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. During fiscal years 2024, 2023, and
2022, we sold, without recourse, $410.0 million, $485.4 million, and $303.4 million of accounts receivable, respectively.
Factoring fees were $3.4 million, $4.8 million, and $1.6 million during fiscal years 2024, 2023, and 2022, respectively, and
were included in Selling and Administrative Expenses on the Consolidated Statements of Income.
During fiscal year 2024, changes to the expected timing of payments from and risk of default for a customer resulted in the
recording of an allowance for credit losses of $2.0 million in Selling and Administrative Expenses on our Consolidated
Statements of Income. Although the customer is not in bankruptcy and we will continue to pursue full recovery, an allowance
was deemed necessary in consideration of the expected timing of payments and risk of default. The amount expected to be
collected after twelve months is included in Other Assets, net on the Consolidated Balance Sheet. At June 30, 2024, the
noncurrent receivable associated with this customer in Other Assets, net totaled $2.5 million, which is net of the $2.0 million
allowance for expected credit losses. The current portion of receivables from this customer is $3.4 million at June 30, 2024.
46
Inventories:
Inventories are stated at the lower of cost and net realizable value. Cost includes material, labor, and applicable manufacturing
overhead. Costs associated with underutilization of capacity are expensed as incurred. Inventories are valued using the first-in,
first-out (“FIFO”) method. Inventories are adjusted for excess and obsolete inventory. Evaluation of excess inventory includes
such factors as anticipated usage, inventory turnover, inventory levels, and product demand levels. Factors considered when
evaluating obsolescence include the age of on-hand inventory and reduction in value due to damage, design changes, or
cessation of product lines. Evaluation of both excess inventory and obsolescence also considers whether customer agreements
specify customer obligation to pay for such inventory.
Property, Equipment, and Depreciation:
Property and equipment are stated at cost less accumulated depreciation and depreciated over the estimated useful life of the
assets using the straight-line method. Generally, maintenance and repairs are expensed as incurred. Depreciation and expenses
for maintenance and repairs are included in both Cost of Sales and Selling and Administrative Expense on the Consolidated
Statements of Income.
Impairment of Long-Lived Assets:
We perform reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable. Impairment is recognized when estimated future cash flows expected to result from
the use of the asset and its eventual disposition are less than its carrying amount. When an impairment is identified, the carrying
amount of the asset is reduced to its estimated fair value. Assets to be disposed of are recorded at the lower of net book value or
fair market value less cost to sell at the date management commits to a plan of disposal. In fiscal year 2024, we recognized
$17.0 million of impairment with the decision to divest of GES. See Note 3 - Assets and Liabilities Held for Sale for more
information on the GES divestiture. Impairment of long-lived assets was not material during fiscal years 2023 and 2022.
Goodwill:
Goodwill represents the difference between the purchase price and the related underlying tangible and intangible net asset fair
values resulting from business acquisitions. Annually, or if conditions indicate an earlier review is necessary, goodwill is
assessed or tested at the reporting unit level. If the estimated fair value of the reporting unit is less than the carrying value,
goodwill is written down to its estimated fair value.
To test for goodwill impairment, we use a combination of the Income Approach and the Market Approach. The discounted cash
flow method (Income Approach) uses forecasted information based on management’s strategic plans and projections. Discount
rates are developed using a weighted average cost of capital (“WACC”) methodology. The WACC represents the blended
average required rate of return for equity and debt capital based on observed market return data and company specific risk
factors. In the Market Approach, fair value is determined using transactional evidence for similar publicly traded equity.
During fiscal year 2024, the Company made the decision to divest of GES, our automation, test and measurement business unit
and committed to a plan to sell the business. As a result, the business unit met the criteria to be classified as held for sale, and
goodwill and asset impairment were recorded during the quarter. See Note 3 - Assets and Liabilities Held for Sale for more
information on goodwill and asset impairment and Note 6 - Goodwill and Other Intangible Assets of Notes to Condensed
Consolidated Financial Statements for more information on Goodwill.
Other Intangible Assets:
Other Intangible Assets reported on the Consolidated Balance Sheets consist of capitalized software, customer relationships,
technology, and trade name. Intangible assets are reviewed for impairment, and their remaining useful lives evaluated for
revision, when events or circumstances indicate that the carrying value may not be recoverable over the remaining lives of the
assets. Internal-use software is stated at cost less accumulated amortization and is amortized using the straight-line method.
During the software application development stage, capitalized costs include external consulting costs, cost of software
licenses, and could include internal payroll and payroll-related costs for employees who are directly associated with a software
project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform
tasks it was previously incapable of performing. Software maintenance, training, data conversion, and business process
reengineering costs are expensed in the period in which they are incurred.
47
Leases:
The Company leases certain office facilities, warehouse facilities and equipment under operating leases, in addition to land on
which certain office and manufacturing facilities reside. These operating leases expire from fiscal year 2025 to 2057. Operating
lease costs and cash payments for operating leases are immaterial to the Consolidated Balance Sheets, Consolidated Statements
of Income and our Consolidated Statements of Cash Flows.
Research and Development:
The costs of research and development are expensed as incurred and are included in Cost of Sales on the Consolidated
Statements of Income. Research and development costs were approximately $18.3 million, $24.4 million, and $23.7 million in
fiscal years 2024, 2023, and 2022, respectively.
Insurance and Self-insurance:
We are self-insured up to certain limits for general liability, workers’ compensation, and certain domestic employee health
benefits including medical, short-term disability, and dental, with the related liabilities included in the accompanying financial
statements. Our policy is to estimate reserves based upon a number of factors including known claims, estimated incurred but
not reported claims, and other analyses, which are based on historical information along with certain assumptions about future
events. Approximately 15% of the workforce is covered under self-insured medical and short-term disability plans. At June 30,
2024 and 2023, accrued liabilities for self-insurance exposure were $2.2 million and $2.7 million, respectively.
The remainder of our workforce not covered by self-insured plans have medical and disability coverage through either our
external plans or government plans. Insurance benefits are not provided to retired employees.
Income Taxes:
Deferred income tax assets and liabilities, recorded in Other Assets and Other long-term liabilities, respectively, in the
Consolidated Balance Sheets, are recognized for the estimated future tax consequences attributable to temporary differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary
differences are expected to reverse. We evaluate the recoverability of deferred tax assets each quarter by assessing the
likelihood of future taxable income and available tax planning strategies that could be implemented to realize our deferred tax
assets. If recovery is not likely, we provide a valuation allowance based on our best estimate of future taxable income in the
various taxing jurisdictions and the amount of deferred taxes ultimately realizable. Future events could change management’s
assessment.
We operate within multiple taxing jurisdictions and are subject to tax audits in these jurisdictions. These audits can involve
complex uncertain tax positions, which may require an extended period of time to resolve. A tax benefit from an uncertain tax
position may be recognized only if it is more likely than not that the tax position will be sustained on examination by taxing
authorities, based on the technical merits of the position. We maintain a liability for uncertain income tax and other tax
positions, including accrued interest and penalties on those positions. As tax positions are effectively settled, the tax liability is
adjusted accordingly. We recognize interest and penalties related to unrecognized tax benefits in Provision for Income Taxes on
the Consolidated Statements of Income. See Note 11 - Income Taxes of Notes to Consolidated Financial Statements for more
information on income taxes.
Concentrations of Credit Risk:
We have business and credit risks associated with our customers. The Company monitors credit quality and associated risks of
receivables on an individual basis based on criteria such as financial stability of the party and collection experience in
conjunction with general economic and market conditions.
A summary of significant customers’ net sales and trade receivables as a percentage of consolidated net sales and consolidated
trade receivables is as follows:
Net Sales
Trade Receivables
Year Ended June 30
As of June 30
2024
2023
2022
2024
2023
Nexteer Automotive . . . . . . . . . . . . . . . . . . . . . .
16%
15%
17%
21%
21%
Philips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
14%
15%
*
*
ZF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13%
12%
*
14%
10%
HL Mando . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
*
*
*
*
12%
* amount is less than 10% of total
48
Off-Balance Sheet Risk:
Off-balance sheet arrangements are limited to standby letters of credit entered into in the normal course of business as described
in Note 7 - Commitments and Contingent Liabilities of Notes to Consolidated Financial Statements.
Other General Income:
Other General Income in fiscal years 2024, 2023, and 2022 consisted of $0.9 million, $0.2 million, and $1.4 million,
respectively, resulting from payments received related to class action lawsuits in which Kimball Electronics was a class
member. These lawsuits alleged that certain suppliers to the EMS industry conspired over a number of years to raise and fix the
prices of electronic components, resulting in overcharges to purchasers of those components.
Restructuring:
We recorded restructuring expenses of $2.4 million in fiscal year 2024 for employee-related costs as we undertook restructuring
efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific
cost actions. We expect to continue executing the restructuring efforts and estimate between $3.0 million and $4.0 million of
additional pre-tax restructuring charges, most of which we expect in the first half of fiscal year 2025. There were no
restructuring charges in fiscal year 2023 or fiscal year 2022.
Non-operating Income and Expense:
Non-operating income (expense), net 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, government
subsidies, credit facility fees, 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 Expense.
Components of Non-operating income (expense), net:
Year Ended
June 30
(Amounts in Thousands)
2024
2023
2022
Foreign currency/derivative gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,425) $
2,769 $
(4,182)
Gain (loss) on SERP investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
680
701
(1,563)
Credit facilities fees and bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(873)
(714)
(691)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(259)
369
192
Non-operating income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,877) $
3,125 $
(6,244)
Foreign Currency Translation:
The Company uses the U.S. dollar and Euro as its functional currencies. Foreign currency assets and liabilities are remeasured
into functional currencies at end-of-period exchange rates, except for nonmonetary assets and equity, which are remeasured at
historical exchange rates. Revenue and expenses are remeasured at the weighted average exchange rate during the fiscal year,
except for expenses related to nonmonetary assets, which are remeasured at historical exchange rates. Gains and losses from
foreign currency remeasurement are reported in Non-operating income or expense on the Consolidated Statements of Income.
For business units whose functional currency is other than the U.S. dollar, the translation of functional currency statements to
U.S. dollar statements uses end-of-period exchange rates for assets and liabilities, weighted average exchange rates for revenue
and expenses, and historical rates for equity. The resulting currency translation adjustment is recorded in Accumulated Other
Comprehensive Income (Loss), as a component of Share Owners’ Equity.
49
Derivative Instruments and Hedging Activities:
Derivative financial instruments are recognized on the balance sheet as assets and liabilities and are measured at fair value.
Changes in the fair value of derivatives are recorded each period in earnings or Accumulated Other Comprehensive Income
(Loss), depending on whether a derivative is designated and effective as part of a hedge transaction, and if it is, the type of
hedge transaction. Hedge accounting is utilized when a derivative is expected to be highly effective upon execution and
continues to be highly effective over the duration of the hedge transaction. Hedge accounting permits gains and losses on
derivative instruments to be deferred in Accumulated Other Comprehensive Income (Loss) and subsequently included in
earnings in the periods in which earnings are affected by the hedged item. For transactions and balances denominated in
currencies other than functional currencies, we use forward purchases to manage exposure to the variability of cash flows and
foreign exchange contracts to hedge intercompany balances and other balance sheet positions. Cash receipts and cash payments
related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the
Consolidated Statements of Cash Flows. See Note 14 - Derivative Instruments of Notes to Consolidated Financial Statements
for more information on derivative instruments and hedging activities.
Stock-Based Compensation:
As described in Note 10 - Stock Compensation Plans of Notes to Consolidated Financial Statements, the Company maintains
the 2023 Equity Incentive Plan, which allows for the issuance of incentive stock options, stock appreciation rights, restricted
shares, unrestricted shares, restricted share units, or performance shares and performance units for grant to officers and other
key employees, and to members of the Board of Directors who are not employees. The Company also maintains the Kimball
Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan (the “Deferral Plan”), which allows Non-
Employee Directors to elect to defer all, or a portion of, their retainer fees in stock. We recognize the cost resulting from share-
based payment transactions using a fair-value-based method on a majority of our transactions. The estimated fair value of
outstanding performance shares is based on the stock price at the date of the grant. Stock-based compensation expense is
recognized for the portion of the award for which performance targets have been established and is expected to vest. The
Company has elected to account for forfeitures by reversing the compensation costs at the time a forfeiture occurs.
New Accounting Standards:
Not Yet Adopted:
In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance on Improvements to Reportable
Segment Disclosures, requiring additional, more detailed information about a reportable segment. The guidance is effective for
fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Early adoption is
permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.
In December 2023, the FASB issued guidance on Improvements to Income Tax Disclosures, intended to enhance the
transparency and decision usefulness of income tax disclosures. The guidance is effective for fiscal years beginning after
December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our
consolidated financial statements.
Note 2 Revenue from Contracts with Customers
Our revenue from contracts with customers is generated primarily from manufacturing services provided for the production of
electronic assemblies, electronic and non-electronic components, medical devices, medical disposables, precision molded
plastics, and automation, test, and inspection equipment in automotive, medical, and industrial applications, to the specifications
and designs of our customers. Beginning in fiscal year 2023, the Company changed its presentation of revenue for the industrial
and public safety end market verticals by combining them into the industrial end market vertical. Beginning in fiscal year 2024,
the Company changed its presentation of revenue for miscellaneous sales previously included in Other to include in the
respective customers’ end market verticals. Prior year periods have been recast to conform to the current year presentation.
50
The following table disaggregates our revenue by end market vertical for fiscal years 2024, 2023, and 2022:
Year Ended
(Amounts in Millions)
2024
2023
2022
Vertical Markets:
Automotive (1)
. . . . . . . . . . . . . . $
826.4 $
843.8
$
590.5
Medical (2)
. . . . . . . . . . . . . . . . .
425.7
500.7
394.9
Industrial (3)
. . . . . . . . . . . . . . . .
462.4
478.9
364.1
Total net sales . . . . . . . . . . . . . $
1,714.5 $
1,823.4
$
1,349.5
(1) For the fiscal years ended June 30, 2023 and 2022, respectively, $23.7 million and $8.3 million of the Automotive net sales
were previously categorized as Other.
(2) For the fiscal years ended June 30, 2023 and 2022, respectively, $6.7 million and $3.2 million of the Medical net sales
were previously categorized as Other.
(3) For the fiscal years ended June 30, 2023 and 2022, respectively, $4.3 million and $5.9 million of the Industrial net sales
were previously categorized as Other.
For fiscal years 2024, 2023, and 2022, approximately 96%, 95%, and 95% of our net sales, respectively, were recognized over
time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an
enforceable right to payment for performance completed to date. The remaining sales revenues were recognized at a point in
time when the customer obtained control of the products.
The timing differences of revenue recognition, billings to our customers, and cash collections from our customers result in
billed accounts receivable and unbilled accounts receivable. Contract assets on the Consolidated Balance Sheets relate to
unbilled accounts receivable and occur when revenue is recognized over time as manufacturing services are provided and the
billing to the customer has not yet occurred as of the balance sheet date, which are generally transferred to receivables in the
next fiscal quarter due to the short-term nature of the manufacturing cycle. Contract assets were $76.3 million and $78.8 million
as of June 30, 2024 and 2023, respectively.
The Company may receive payments from customers in advance of the satisfaction of performance obligations primarily for
material price variances, inventory purchases, tooling, or other miscellaneous services or costs. These payments are recognized
as contract liabilities until the performance obligations are completed and are included in Advances from customers, if
inventory related, and Accrued expenses, if not inventory related, on the Consolidated Balance Sheets which amounted to $43.1
million and $45.6 million as of June 30, 2024 and 2023, respectively. Our performance obligations are short term in nature and
therefore our contract liabilities are all expected to be settled within twelve months. We also have deposits associated with
inventory purchases classified as long term. See Note 4 - Inventories of Notes to Consolidated Financial Statements for further
discussion.
Note 3 Assets and Liabilities Held for Sale
During fiscal year 2024, the Company made the decision to divest GES, our automation, test and measurement business unit
(“disposal group”), and committed to a plan to sell the business, allowing for increased focus and support for the Company’s
EMS operations. As a result, the disposal group business has met the criteria to be classified as held for sale. Accordingly, the
Company classified the assets and liabilities of the disposal group as held for sale during the third quarter of fiscal year 2024.
The disposal group did not qualify as discontinued operations as it did not represent a strategic shift that will have a major
effect on our operations and financial results.
Once the disposal group was classified as held for sale, it was reported at the lower of its carrying value or fair value less costs
to sell during the fiscal year ended June 30, 2024. The carrying value exceeded the fair value less costs to sell, and the
Company recognized impairment charges of $5.8 million and $17.0 million on goodwill and assets held for sale, respectively.
The Company ceased recording depreciation and amortization on the applicable assets of the disposal group.
We assess goodwill for impairment at the reporting unit level annually or when conditions indicate an earlier review is
necessary. In connection with the preparation of our financial statements for the quarter ended March 31, 2024, we completed
an impairment analysis for the goodwill recorded in the reporting unit due to the more-likely-than-not expectation of selling the
reporting unit. We determined the reporting unit’s carrying value was more than its fair value by an amount greater than the
$5.8 million carrying amount of goodwill and thus was fully impaired. See Note 6 - Goodwill and Other Intangible Assets of
Notes to Condensed Consolidated Financial Statements for more information on Goodwill.
51
The major classes of assets and liabilities held for sale consisted of the following:
(Amounts in Thousands)
June 30,
2024
Assets held for sale:
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . $
12,472
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,395
Prepaid expenses and other current assets . . . .
1,237
Property and Equipment, net . . . . . . . . . . . . . .
5,861
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Other Intangible Assets, net . . . . . . . . . . . . . . .
8,010
Other Assets, net . . . . . . . . . . . . . . . . . . . . . . . .
12,652
Valuation Allowance . . . . . . . . . . . . . . . . . . . .
(17,040)
Total Assets held for sale . . . . . . . . . . . . . . . $
27,587
Liabilities held for sale:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . $
4,376
Advances from customers . . . . . . . . . . . . . . .
—
Accrued expenses . . . . . . . . . . . . . . . . . . . . . .
2,428
Other long-term liabilities . . . . . . . . . . . . . . .
1,790
Total Liabilities held for sale . . . . . . . . . . . . $
8,594
In the table above, Other assets, net includes $11.1 million of deferred tax assets and Other long-term liabilities includes
$1.2 million of deferred tax liabilities.
The following table summarizes net sales and income (loss) before taxes on income for the disposal group:
Year Ended
(Amounts in Thousands)
2024
2023
2022
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
45,674 $
68,608 $
48,415
Income (Loss) Before Taxes on Income (1)
. . . . . $
(23,518) $
5,467 $
(4,075)
(1) Includes goodwill impairment of $5.8 million and asset impairment of $17.0 million for the fiscal year ended June 30, 2024.
Also includes allocated corporate overhead expenses.
Following approval by our Board of Directors, on July 31, 2024, we entered into a definitive agreement and closed on the sale
of 100% of the equity interests in GES to Averna Test Systems, Inc. for net cash proceeds of $21 million, subject to customary
purchase price adjustments in fiscal year 2025. As a result of impairment already recognized in fiscal year 2024, we do not
expect a material gain or loss from the transaction. At June 30, 2024, GES included approximately 400 employees and
operations in California, China, India, Japan, and Vietnam.
Note 4 Inventories
Inventories were valued using the lower of first-in, first-out (“FIFO”) cost and net realizable value. Inventory components were
as follows at June 30, amounts as of June 30, 2024 exclude the amounts classified as held for sale:
(Amounts in Thousands)
2024
2023
Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
141 $
432
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
3,117
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
337,975
446,770
Total inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
338,116 $
450,319
52
Additionally, we have raw materials inventory totaling $42.8 million classified as long-term included in Other Assets, net in our
Consolidated Balance Sheets. This inventory is associated with a customer who is remediating a recall and we do not expect the
inventory to be consumed within the next twelve months. We have received deposits totaling $38.7 million from this customer
related to this inventory, which is included in Other long-term liabilities in our Consolidated Balance Sheets. At June 30, 2023,
we had no inventory or customer deposits classified as long-term.
Note 5 Property and Equipment
Major classes of property and equipment consist of the following at June 30, amounts as of June 30, 2024 exclude the amounts
classified as held for sale:
(Amounts in Thousands)
2024
2023
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
12,902 $
14,689
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125,219
125,216
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
402,100
379,006
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38,937
41,970
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
579,158 $
560,881
Less: Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(309,499)
(293,197)
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
269,659 $
267,684
The useful lives used in computing depreciation are based on estimated service lives for classes of property, as follows:
Years
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 to 40
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 to 11
Depreciation of property and equipment totaled $35.7 million for fiscal year 2024, $28.9 million for fiscal year 2023, and $26.0
million for fiscal year 2022.
Note 6 Goodwill and Other Intangible Assets
A summary of goodwill is as follows, amounts as of June 30, 2024 exclude the amounts classified as held for sale:
(Amounts in Thousands)
Balance as of June 30, 2023
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
32,762
Accumulated impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,751)
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
12,011
Impairment recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,820)
Goodwill classified as held for sale . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,745)
Accumulated impairment classified as held for sale . . . . . . . . . . . . .
13,745
Balance as of June 30, 2024
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19,017
Accumulated impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(12,826)
Goodwill, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,191
53
A summary of other intangible assets subject to amortization is as follows, amounts as of June 30, 2024 exclude the amounts
classified as held for sale:
June 30, 2024
June 30, 2023
(Amounts in Thousands)
Cost
Accumulated
Amortization
Net Value
Cost
Accumulated
Amortization
Net Value
Capitalized Software . . . . . . . . . . . . . $
30,294 $
(27,300) $
2,994 $
30,867 $
(27,385) $
3,482
Customer Relationships . . . . . . . . . .
—
—
—
8,618
(3,524)
5,094
Technology . . . . . . . . . . . . . . . . . . . .
—
—
—
5,060
(4,816)
244
Trade Name . . . . . . . . . . . . . . . . . . . .
—
—
—
6,575
(3,060)
3,515
Other Intangible Assets . . . . . . . . $
30,294 $
(27,300) $
2,994 $
51,120 $
(38,785) $
12,335
During fiscal years 2024, 2023, and 2022, amortization expense of other intangible assets was, in millions, $2.3, $3.5, and $3.4,
respectively. Amortization expense in future periods is expected to be, in millions, $0.9, $0.6, $0.4, $0.3, and $0.2 in the five
years ending June 30, 2029, and $0.6 thereafter. The estimated useful life of internal-use software ranges from 3 to 10 years.
The amortization period for the customer relationships, technology, and trade name intangible assets is 15 years, 5 years, and 10
years, respectively. We ceased amortization on the intangible assets upon meeting the held for sale classification. See Note 3 -
Assets and Liabilities Held for Sale of Notes to Condensed Consolidated Financial Statements for additional information. We
have no intangible assets with indefinite useful lives which are not subject to amortization.
Intangible assets are reviewed for impairment, and their remaining useful lives evaluated for revision, when events or
circumstances indicate that the carrying value may not be recoverable over the remaining lives of the assets.
Note 7 Commitments and Contingent Liabilities
Guarantees:
As of June 30, 2024 and 2023, we had no guarantees issued which were contingent on the future performance of another entity.
Standby letters of credit may be issued to third-party suppliers and insurance institutions and can only be drawn upon in the
event of the Company’s failure to pay its obligations to the beneficiary. We had a maximum financial exposure from unused
standby letters of credit totaling $0.4 million as of both June 30, 2024 and 2023. We do not expect circumstances to arise that
would require us to perform under any of these arrangements and believe that the resolution of any claims that might arise in
the future, either individually or in the aggregate, would not materially affect our consolidated financial statements.
Accordingly, no liability has been recorded as of June 30, 2024 and 2023 with respect to the standby letters of credit. We also
may enter into commercial letters of credit to facilitate payments to vendors and from customers.
Product Warranties:
The Company provides only assurance-type warranties for a limited time period, which cover primarily workmanship and
assure that products comply with specifications provided by or agreed upon with the customer. We maintain a provision for
limited warranty repair or replacement of products manufactured and sold pursuant to specific manufacturing contract
agreements that require such provisions. We estimate this 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 this warranty liability
periodically based on changes in historical cost trends and in certain cases where specific warranty issues become known. This
product warranty liability and expense were immaterial during fiscal years 2024, 2023, and 2022.
54
Note 8 Credit Facilities
Credit facilities consisted of the following:
Available
Borrowing
Capacity at
Borrowings
Outstanding at
Borrowings
Outstanding at
(Amounts in Millions, in U.S. Dollar Equivalents)
June 30, 2024
June 30, 2024
June 30, 2023
Primary credit facility (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
14.1 $
285.5 $
272.1
Secondary credit facility (2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0
—
—
Thailand overdraft credit facility (3,4) . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.1
—
—
China revolving credit facility (3,5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.9
—
—
Netherlands revolving credit facility (3,6)
. . . . . . . . . . . . . . . . . . . . . . . . .
0.6
9.3
9.4
Poland revolving credit facility (3,7)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.4
—
—
Vietnam credit facility (3,8)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.0
—
—
Total credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
142.1
294.8
281.5
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(59.8)
(46.5)
Long-term debt under credit facilities, less current portion (9)
. . . . . . .
$
235.0 $
235.0
(1) The Company maintains a U.S. primary credit facility (the “primary credit facility”) among the Company, the lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Documentation Agent,
scheduled to mature May 4, 2027. The primary credit facility provides for $300 million in borrowings, with an option to
increase the amount available for borrowing to $450 million at the Company’s request, subject to the consent of each
lender participating in such increase. This facility is maintained for working capital and general corporate purposes of the
Company. A commitment fee is payable on the unused portion of the credit facility which was immaterial to our operating
results in fiscal years 2024, 2023, and 2022. The commitment fee on the unused portion of principal amount of the credit
facility is payable at a rate that ranges from 10.0 to 25.0 basis points per annum as determined by the Company’s ratio of
consolidated total indebtedness to adjusted consolidated EBITDA, as defined in the primary credit facility. Types of
borrowings available on the primary credit facility include revolving loans, multi-currency term loans, and swingline loans.
The interest rate on borrowings is dependent on the type and currencies of borrowings and will be one of the following
options:
•
any Term Benchmark borrowing denominated in U.S. Dollars will utilize the Secured Overnight Financing Rate
(“SOFR”), which is a rate per annum equal to the secured overnight financing rate for such business day published
by the SOFR Administrator, the Federal Reserve Bank of New York, on the immediately succeeding business day,
plus the Revolving Commitment Term Benchmark spread which can range from 100.0 to 175.0 basis points based
on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA;
•
any Term Benchmark borrowing denominated in Euros will utilize the Euro Interbank Offered Rate
(“EURIBOR”) in effect two target days prior to the advance (adjusted upwards to reflect bank reserve costs) for
such interest period as defined in the agreement, plus the Revolving Commitment Term Benchmark spread which
can range from 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to
adjusted consolidated EBITDA; or
•
the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuating rate per annum equal to the
higher of:
a.
Prime Rate in the U.S. last quoted by the Wall Street Journal, and if this is ceased to be quoted, the highest
bank prime loan rate or similar loan rate quoted by the Federal Reserve Board;
b.
1/2 of 1% per annum above the Federal Funds Effective Rate (as defined under the primary credit facility); or
c.
1% per annum above the Adjusted SOFR Rate (as defined under the primary credit facility);
plus the Revolving Commitment ABR spread which can range from 0.0 to 75.0 basis points based on the
Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA.
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 United States 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 provided, however, that for each fiscal
quarter end during the four quarter period following a material permitted acquisition, as defined in the Credit
Agreement, the Company will not permit this financial covenant to be greater than 3.5 to 1.0 for each such fiscal
quarter end, and,
55
•
an interest coverage ratio, defined as that ratio of consolidated EBITDA for such period to cash interest expense
for such period, for any period of four consecutive fiscal quarters, to not be less than 3.5 to 1.0.
The Company had $0.4 million in letters of credit contingently committed against the primary credit facility at both
June 30, 2024 and 2023.
(2) The Company amended its 364-day multi-currency revolving credit facility agreement on January 5, 2024 (the “secondary
credit facility”), which allows for borrowings up to $100.0 million, among the Company, as borrower, certain subsidiaries
of the Company as guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank
of America, N.A., as Documentation Agent. The secondary credit facility has a maturity date of January 3, 2025. The
proceeds of the loans are to be used for working capital and general corporate purposes of the Company. A commitment
fee on the unused portion of principal amount of this secondary credit facility is payable at 30.0 basis points per annum.
The interest rate on borrowings is dependent on the type of borrowings and will be one of the following options:
•
any Term Benchmark borrowing denominated in U.S. Dollars will utilize the Secured Overnight Financing Rate
(“SOFR”), which is a rate per annum equal to the secured overnight financing rate for such business day published
by the SOFR Administrator, the Federal Reserve Bank of New York, on the immediately succeeding business day,
plus a Revolving Commitment Term Benchmark spread of 175.0 basis points;
•
any Term Benchmark borrowing denominated in Euros will utilize the Euro Interbank Offered Rate
(“EURIBOR”) in effect two target days prior to the advance (adjusted upwards to reflect bank reserve costs) for
such interest period as defined in the agreement, plus a Revolving Commitment Term Benchmark spread of 175.0
basis points; or
•
the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuating rate per annum equal to the
higher of:
a.
Prime Rate in the U.S. last quoted by the Wall Street Journal, and if this is ceased to be quoted, the highest
bank prime loan rate or similar loan rate quoted by the Federal Reserve Board;
b.
1/2 of 1% per annum above the Federal Funds Effective Rate (as defined under the primary credit facility); or
c.
1% per annum above the Adjusted SOFR Rate (as defined under the primary credit facility);
plus a Revolving Commitment ABR spread of 75.0 basis points.
The Company’s financial covenants under this secondary credit facility are the same as the financial covenants for its
primary credit facility.
(3) The Company also maintains foreign credit facilities for working capital and general corporate purposes at specific foreign
locations rather than utilizing funding from intercompany sources. These foreign credit facilities can be canceled at any
time by either the bank or us and generally include renewal clauses. Interest on borrowing under these facilities is charged
at a rate as defined under the respective foreign credit facility.
(4) The Company maintains a foreign credit facility for its operation in Thailand which allows for borrowings of up to $10.1
million.
(5) The Company entered into a foreign credit facility for its EMS operation in China with a new lender during the current
fiscal year which allows for borrowings up to 50 million RMB (approximately $6.9 million at June 30, 2024 exchange
rates) and canceled the prior credit facility which allowed for borrowings up to $7.5 million.
(6) The Company also maintains an uncommitted revolving credit facility for our Netherlands subsidiary. The Netherlands
credit facility allows for borrowings of up to 9.2 million Euro (approximately $9.9 million at June 30, 2024 exchange
rates), which borrowings can be made in Euro, U.S. dollars, or other optional currency. Interest on borrowing under this
facility is charged at a rate of interest dependent on the denomination of the currency borrowed.
(7) The Company entered into a foreign credit facility for its operation in Poland which allows for borrowings up to 5.0 million
Euro (approximately $5.4 million at June 30, 2024 exchange rates).
(8) The Company entered into a foreign credit facility for its operation in Vietnam which allows for borrowings up to $5.0
million.
(9) The amount of Long-term debt under credit facilities, less current maturities reflects the borrowings on the primary credit
facility that the Company intends, and has the ability, to refinance for a period longer than twelve months. The primary
credit facility matures on May 4, 2027.
The weighted-average interest rate on borrowings outstanding under the credit facilities at both June 30, 2024 and June 30,
2023 were 6.8%. Capitalized interest expense was immaterial during fiscal years 2024, 2023, and 2022.
56
Note 9 Employee Benefit Plans
Defined Contribution Retirement Plans:
The Company maintains a trusteed defined contribution retirement plan which is in effect for substantially all domestic
employees meeting the eligibility requirements. The Company matches 50% of eligible employee contributions up to 6%. The
Company also provides a discretionary contribution determined annually by the Talent, Culture, and Compensation Committee
of the Company’s Board of Directors. Total expense related to employer contributions to the domestic retirement plans was, in
millions, $4.8, $6.1, and $4.2 for fiscal years 2024, 2023, and 2022, respectively.
The Company also maintains a supplemental employee retirement plan (“SERP”) for executives and other key employees
which enables them to defer cash compensation on a pre-tax basis and restore amounts that would be otherwise payable under
our tax-qualified retirement plans if the IRS did not have limits on includable compensation and maximum benefits. The SERP
is structured as a rabbi trust, and therefore, assets in the SERP portfolio are subject to creditor claims in the event of
bankruptcy. We recognize 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. As of June 30,
2024, both total investments and obligations under SERP were $5.4 million, of which $2.0 million were short term and $3.4
million were long term. As of June 30, 2023, both total investments and obligations under SERP were $8.7 million, of which
$2.7 million were short term and $6.0 million were long term. The SERP investment assets are classified as trading, and
accordingly, realized and unrealized gains and losses are recognized in the Other Income (Expense) category on our
Consolidated Statements of Income. 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 for the fiscal years ended June 30, 2024, 2023, and 2022 was approximately $0.5 million, $0.2 million, and $(2.2) million,
respectively.
Defined Benefit Postemployment Plans:
The Company established and maintains severance plans for all domestic employees and other postemployment plans for
certain foreign subsidiaries. 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. As of June 30, 2024, total obligations under these plans were $7.0 million of which $6.2 million
were long term and $0.8 million were short term. As of June 30, 2023, total obligations under these plans were $6.6 million of
which $5.6 million were long term and $1.0 million were short term. Net periodic benefit costs were not material for the twelve
months ended June 30, 2024 and 2023.
Note 10 Stock Compensation Plans
A stock compensation plan was created and adopted by the Company’s Board of Directors (the “Board”) on September 20,
2023 and approved by our Share Owners at our 2023 Annual Meeting on November 17, 2023. The 2023 Plan allows for the
issuance of up to 2 million shares and replaced our former 2014 plan. The shares under the 2023 Plan may be granted in the
form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share
awards, cash awards, and other equity awards. The Plan is a ten-year plan that terminates automatically on November 17, 2033.
No award shall be granted pursuant to the Plan after such date, but awards theretofore granted may extend beyond that date.
On October 20, 2016, the Board approved a nonqualified deferred stock compensation plan, the Kimball Electronics, Inc. Non-
Employee Directors Stock Compensation Deferral Plan (the “Deferral Plan”), which allows Non-Employee Directors to elect to
defer all, or a portion of, their retainer fees in stock until retirement or termination from the Board or death. The Deferral Plan
allows for issuance of up to 1.0 million shares of the Company’s common stock.
Pre-tax stock compensation charged against income in fiscal years 2024, 2023, and 2022 was $7.2 million, $6.9 million, and
$6.2 million, respectively. These costs are included in Selling and Administrative Expenses.
Performance Shares:
We made long-term performance share grants to officers and other key employees. The Talent, Culture, and Compensation
Committee of the Board approved these annual performance share grants. Grants cliff vest at the third anniversary of the award
date.
Under these grants, a number of shares will be awarded to each participant based upon a combination of the Company’s
profitability based on its operating income over the performance period as defined in the Company’s operating business plans
for the applicable fiscal years and the Company’s growth based on a comparison of its three-year revenue compounded annual
growth rate (“CAGR”) with the Electronics Manufacturing Services Industry’s three-year revenue CAGR. The number of
shares issued will be less than the targeted shares issuable if the Company does not reach 100% of one or both of the above-
57
mentioned performance metrics, and could be zero if the Company does not reach the required minimum thresholds of either
metric. The number of shares issued will exceed the number of targeted issuable shares granted (up to a maximum of 125%) if
the Company exceeds 100% of one or both of the above-mentioned incentive metrics. The Company recognizes expense based
on management’s expectation of achievement of the specific performance metrics monitored throughout the service period of
the awards.
The Talent, Culture, and Compensation Committee of the Board approved an additional long-term performance share grant of
35,033 shares to a key employee in the second quarter of fiscal year 2024. Any awards will vest over a 5-year performance
cycle, with one-third of the interest in the shares vesting after fiscal year 2026, another one-third after fiscal year 2027, and the
final one-third after fiscal year 2028. The vesting of the performance share awards could range from 0% to 100% of the targeted
issuable shares granted, dependent on the achievement of specific non-financial performance metrics.
If a participant is not employed on the date shares are issued, the performance share award is forfeited, except in the case of a
Qualifying Termination (a termination of service due to death, Disability, or Retirement), as defined by the Plan.
A summary of the Company’s performance share activity during fiscal year 2024 is presented below:
Number
of Shares
Weighted Average
Grant Date
Fair Value
Performance shares outstanding at July 1, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . .
375,554
$
23.77
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212,464
$
28.38
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(82,744)
$
19.87
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6,000)
$
24.42
Performance shares outstanding at June 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . .
499,274
$
25.83
As of June 30, 2024, there was approximately $6.4 million of unrecognized compensation cost related to performance shares,
based on the latest estimated attainment of performance goals. That cost is expected to be recognized over performance periods
ending August 2024 through August 2028, with a weighted average vesting period of 1.5 years. The fair value of performance
shares is based on the stock price at the date of grant. During fiscal years 2024, 2023, and 2022, respectively, 82,744, 225,142,
and 214,099 performance shares vested at a fair value of $1.6 million, $4.3 million, and $3.3 million. The performance shares
vested represent the total number of shares vested prior to the reduction of shares withheld to satisfy tax withholding
obligations.
Total Shareholder Return Performance Shares:
Separate from the performance shares described above, total shareholder return (“TSR”) performance shares were granted to
our CEO during fiscal year 2023. This grant was approved by the Talent, Culture, and Compensation Committee of the Board.
The participant will earn from 0% to 100% of the grant based on the total shareholder return ranking of the Company compared
to the performance peer group at the end of the three-year performance period. TSR performance shares are expensed over the
contractual vesting period as earned. The shares will vest on March 1, 2026. If the employment of a holder of TSR performance
shares terminates before the TSR performance shares have vested for any reason other than death, retirement, or total
permanent disability, the TSR performance shares will be forfeited. During fiscal year 2023, the Company granted 42,626 TSR
performance shares at an average grant date fair value of $16.88 for a total fair value of $0.7 million. The grant date fair value
of the TSR performance share grants was calculated using a Monte Carlo simulation, with the assistance of a third-party
valuation specialist. No TSR performance shares were awarded during fiscal year 2024.
Unrestricted Share Grants:
Unrestricted shares were granted to key employees and non-employee members of the Board as consideration for services
rendered. Unrestricted share grants do not have vesting periods, holding periods, restrictions on sale, or other restrictions. The
fair value of unrestricted shares is based on the stock price at the date of the award. During fiscal years 2024, 2023, and 2022,
respectively, the Company granted a total of 18,128, 13,950, and 6,777 unrestricted shares at an average grant date fair value of
$25.24, $23.30, and $23.10 for a total fair value of $0.5 million, $0.3 million, and $0.2 million. Unrestricted shares are awarded
to non-employee members of the Board as compensation for director’s fees, including fees that directors elected to receive as
unrestricted shares in lieu of cash payment. Directors’ fees are expensed over the period that directors earn the compensation.
Unrestricted shares that are awarded to key employees are expensed immediately.
58
Restricted Shares:
Restricted shares were granted to employees as consideration for services rendered. The contractual life of the restricted shares
is three years, with one-third of the interest in the restricted shares vested after year one of the grant, another one-third after year
two of the grant, and the final one-third after year three of the grant. Additional restricted share grants were approved by the
Talent, Culture, and Compensation Committee of the Board and 23,356 shares were granted to a key employee in the second
quarter of fiscal year 2024. The awards will vest over a 5-year service period, with one-third of the interest in the shares vesting
after fiscal year 2026, another one-third after fiscal year 2027, and the final one-third after fiscal year 2028.
Restricted shares are expensed over the contractual vesting period as earned. If a participant is not employed on the date shares
are issued, the restricted share award is forfeited, except in the case of a Qualifying Termination (a termination of service due to
death, Disability, or Retirement), as defined by the Plan. During fiscal years 2024 and 2023, the Company granted restricted
shares to officers and other key employees for a total fair value of $2.8 million and $1.9 million.
Number
of Shares
Weighted Average
Grant Date
Fair Value
Restricted shares outstanding at July 1, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,312
$
24.17
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98,347
$
28.03
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,768)
$
24.21
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(608)
$
27.16
Restricted shares outstanding at June 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137,283
$
26.91
As of June 30, 2024, there was approximately $1.9 million of unrecognized compensation cost related to restricted shares. The
cost is expected to be recognized over vesting periods ending August 2024 through August 2028, with a weighted average
vesting period of 1.4 years. The fair value of the restricted shares is based on the stock price at the date of grant. During fiscal
years 2024 and 2023, respectively, 20,768 and 6,458 restricted shares vested. The restricted shares vested represent the total
number of shares vested prior to the reduction of shares withheld to satisfy tax withholding obligations.
Deferred Share Units:
Deferred share units may be granted to non-employee members of the Board under the Deferral Plan as compensation for the
portion of their annual retainer fees resulting from their election to receive deferred share units in lieu of cash payment or
unrestricted shares. Directors’ fees are expensed over the period that directors earn the compensation. Deferred share units are
participating securities and are payable in common stock in a lump sum or installments in accordance with deferral elections
upon a director’s death, retirement, or termination of service with the Board. During fiscal years 2024, 2023, and 2022,
respectively, 26,347, 39,032, and 34,480 deferred share units were granted to non-employee members of the Board at an
average grant date fair value of $25.24, $23.07, and $24.87 for a total fair value of $0.7 million, $0.9 million, and $0.9 million.
During fiscal year 2024, no shares of common stock were issued under the Deferral Plan.
Note 11 Income Taxes
The U.S. Tax Cuts and Jobs Act (“Tax Reform”) was enacted into law on December 22, 2017, making broad and complex
changes to the U.S. tax code. Tax Reform required a one-time transition tax on certain unremitted earnings of foreign
subsidiaries that is payable over an eight-year period. As of June 30, 2024 and 2023, the remaining provision recorded for the
one-time deemed repatriation tax were $5.9 million and $7.8 million, respectively, payable through fiscal year 2026, with the
long-term portion recorded in Long-term income taxes payable on the Consolidated Balance Sheets. As of June 30, 2024 and
2023, $2.6 million and $1.9 million of the remaining deemed repatriation tax is short term and is recorded in Accrued expenses
on the Consolidated Balance Sheet.
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes.
59
The components of the deferred tax assets and liabilities as of June 30, 2024 and 2023, were as follows, amounts as of June 30,
2024 exclude $11.1 million of deferred tax assets and $1.2 million of deferred tax liabilities classified as held for sale:
(Amounts in Thousands)
2024
2023
Deferred Tax Assets:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
244 $
77
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,465
3,293
Employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
378
276
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,046
9,013
Capitalized research and development . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,682
3,501
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,171
5,930
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
746
Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
364
2,529
Net foreign currency losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
—
Business interest carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,396
871
Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,099
—
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,509
2,229
Valuation Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9,242)
(4,254)
Total asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
25,124 $
24,211
Deferred Tax Liabilities:
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
859
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,100
3,681
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
477
—
Net foreign currency gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
79
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
799
1,743
Total liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,376 $
6,362
Net Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
19,748 $
17,849
During fiscal year 2024, the Company has capitalized research and development expenses that are required to be capitalized as
an amortizable asset under Section 174 of the Internal Revenue Code and amortized over a period of five years. This
requirement is based on the implementation of Tax Reform effective in tax years beginning as of January 1, 2022. As of June
30, 2024 and 2023, the Company has a net deferred tax asset from capitalized research and development expenses of $5.7
million and $3.5 million, respectively.
Income tax benefits associated with the net operating loss carryforwards expire from fiscal year 2026 to 2044. Income tax
benefits associated with tax credit carryforwards primarily expire from fiscal year 2025 to 2033. A valuation allowance was
provided as of June 30, 2024 and 2023 for deferred tax assets related to certain state credits of $5.8 million and $4.3 million,
respectively. Additionally, in fiscal year 2024, we recorded a full $3.4 million valuation allowance on the business interest
carryforward deferred tax asset, following a determination that it is more likely than not that it will not be realized. Except as
reserved for in the valuation allowance, we believe our deferred income taxes are more likely than not to be realized in the
future.
The components of income before taxes on income are as follows:
Year Ended June 30
(Amounts in Thousands)
2024
2023
2022
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(35,055) $
(6,269) $
1,542
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60,254
81,013
42,189
Total income before taxes on income . . . . . . . . . . . . . . . . . . . . . . . . . . . $
25,199 $
74,744 $
43,731
The Company currently operates international jurisdictions which expose the Company to taxation in various regions. The
Company continually evaluates its global cash needs. The aggregate unremitted earnings of the Company’s foreign subsidiaries,
which are currently permanently reinvested, were approximately $482 million as of June 30, 2024. If such funds were
repatriated or we determined that all or a portion of such foreign earnings are no longer permanently reinvested, we may be
subject to applicable non-U.S. income and withholding taxes. Determination of the amount of any potential future unrecognized
deferred tax liability on such unremitted earnings is not practicable and is recorded in the period that the funds are repatriated.
60
The provision for income taxes is composed of the following items:
Year Ended June 30
(Amounts in Thousands)
2024
2023
2022
Current Taxes:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,024 $
2,681 $
169
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,372
15,560
11,086
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
587
824
179
Total payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
14,983 $
19,065 $
11,434
Deferred Taxes:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(12,280) $
(2,554) $
(1,009)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
3,281
922
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,094)
(1,597)
(603)
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,988
718
1,734
Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(10,295) $
(152) $
1,044
Total provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,688 $
18,913 $
12,478
A reconciliation of the statutory U.S. income tax rate to the Company’s effective income tax rate follows:
Year Ended June 30
2024
2023
2022
(Amounts in Thousands)
Amount
%
Amount
%
Amount
%
Tax computed at U.S. federal statutory rate . . . . . $
5,292
21.0% $ 15,696
21.0% $
9,184
21.0%
State income taxes, net of federal income tax
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,433)
(9.7)
(762)
(1.0)
(699)
(1.6)
Foreign tax rate differential . . . . . . . . . . . . . . . . . .
592
2.3
410
0.5
1,669
3.8
Impact of foreign exchange rates on foreign
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(995)
(3.9)
1,868
2.5
1,693
3.9
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . .
4,988
19.8
718
1.0
1,734
4.0
Asset impairment . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,882)
(11.4)
—
—
—
—
Research credit . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,150)
(4.6)
(1,147)
(1.5)
(1,094)
(2.5)
Global intangible low tax income . . . . . . . . . . . . .
1,339
5.3
1,387
1.9
165
0.4
Non-deductible compensation . . . . . . . . . . . . . . . .
385
1.5
235
0.3
489
1.1
Other - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(448)
(1.7)
508
0.6
(663)
(1.6)
Total provision for income taxes . . . . . . . . . . . . . . $
4,688
18.6% $ 18,913
25.3% $ 12,478
28.5%
In fiscal year 2024, the tax effects of recording deferred tax assets resulting from the impairment recorded following the held
for sale classification of GES are included in asset impairment in the above table.
61
Changes in the unrecognized tax benefit, excluding accrued interest and penalties, during fiscal years 2024, 2023, and 2022
were as follows:
(Amounts in Thousands)
2024
2023
2022
Beginning balance - July 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
408 $
402 $
1,012
Tax positions related to prior fiscal years:
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
39
85
Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Tax positions related to current fiscal year:
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
Lapses in statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(202)
(33)
(695)
Ending balance - June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
216 $
408 $
402
Portion that, if recognized, would reduce tax expense and effective tax rate . . . . . . . . . . $
182 $
368 $
363
We do not expect the change in the amount of unrecognized tax benefits in the next 12 months to have a significant impact on
our results of operations or financial position. We recognize interest and penalties related to unrecognized tax benefits in
Provision for Income Taxes on the Consolidated Statements of Income.
Interest and penalties accrued for unrecognized tax benefits were $0.6 million at each of June 30, 2024, 2023, and 2022 .
Expenses related to interest and penalties in fiscal years 2024, 2023, and 2022 were not material.
The Company or its wholly-owned subsidiaries file U.S. federal income tax returns and income tax returns in various state,
local, and foreign jurisdictions. We are no longer subject to any significant U.S. federal tax examinations by tax authorities for
years before fiscal year 2018. We are subject to income tax examinations by various, state, local, and foreign jurisdiction tax
authorities for years after June 30, 2018.
Note 12 Share Owners’ Equity
The Company has a Board-authorized stock repurchase plan (the “repurchase plan”) allowing the purchase of up to $100
million of our 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 Repurchase Plan has no expiration date but may be suspended or discontinued at any time.
During fiscal year 2024, the Company repurchased $3.0 million of common stock under the Repurchase Plan at an average
price of $22.12 per share. The Company did not repurchase any shares during fiscal year 2023. During fiscal year 2022, the
Company repurchased $9.1 million of common stock under the Repurchase Plan at an average price of $18.82 per share, which
was recorded as Treasury stock, at cost in the Consolidated Balance Sheets. Since the inception of the Repurchase Plan, the
Company has repurchased $91.8 million of common stock at an average cost of $15.43 per share.
Note 13 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.
There were no changes in the inputs or valuation techniques used to measure fair values during fiscal year 2024.
62
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 in
SERP
1
Market - Quoted market prices
Derivative Liabilities: Foreign exchange
contracts
2
Market - Based on observable market inputs using standard
calculations, such as time value, forward interest rate yield curves,
and current spot rates adjusted for Kimball Electronics’ non-
performance risk
Recurring Fair Value Measurements:
As of June 30, 2024 and 2023, 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:
June 30, 2024
(Amounts in Thousands)
Level 1
Level 2
Total
Assets
Derivatives: foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
1,420 $
1,420
Trading securities: mutual funds held in nonqualified SERP . . . . . . . . .
5,445
—
5,445
Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,445 $
1,420 $
6,865
Liabilities
Derivatives: foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
2,485 $
2,485
Total liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
2,485 $
2,485
June 30, 2023
(Amounts in Thousands)
Level 1
Level 2
Total
Assets
Derivatives: foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . $
— $
6,320 $
6,320
Trading securities: mutual funds held in nonqualified SERP . . . . . . . .
8,668
—
8,668
Total assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8,668 $
6,320 $
14,988
Liabilities
Derivatives: foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . $
— $
1,245 $
1,245
Total liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
1,245 $
1,245
We had no level 3 assets or liabilities as of June 30, 2024 and 2023, or any activity in level 3 assets or liabilities during fiscal
years 2024, 2023, and 2022.
The nonqualified supplemental employee retirement plan (“SERP”) assets consist primarily of equity funds, balanced funds,
bond funds, and a money market fund. The SERP investment assets are offset by a SERP liability which represents the
Company’s obligation to distribute SERP funds to participants. See Note 9 - Employee Benefit Plans of Notes to Consolidated
Financial Statements for further information regarding the SERP.
Non-Recurring Fair Value Measurements:
During fiscal year 2024, the automation, test and measurement business unit met the criteria to be classified as held for sale, and
as a result, a valuation allowance of $17.0 million was established to reflect the fair value less cost to sell of the disposal group,
which was based on expected proceeds and the estimated carrying value of the net assets to be disposed. We utilized level 3
inputs based on management’s best estimates and assumptions to estimate the fair value. See Note 3 - Assets and Liabilities
Held for Sale of Notes to Consolidated Financial Statements for additional information.
63
Financial Instruments Not Carried At Fair Value:
Financial instruments that are not reflected in the 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 values of our cash deposit accounts, trade accounts receivable, and trade accounts payable approximate fair value
due to their relatively short maturity and immaterial non-performance risk.
Note 14 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. Non-designated foreign exchange contracts are also used to hedge
against foreign currency exchange rate risks related to intercompany balances and other balance sheet positions denominated in
currencies other than the functional currencies. As of June 30, 2024, we had outstanding foreign exchange contracts to hedge
currencies against the U.S. dollar in the aggregate notional amount of $32.9 million and to hedge currencies against the Euro in
the aggregate notional amount of 65.0 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 Consolidated Balance Sheets as a derivative asset or
liability and presented with Prepaid expenses and other current assets and Accrued expenses, respectively. 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 gain or loss on the derivative
instrument is initially recorded net of related tax effect in Accumulated Other Comprehensive Income (Loss), a component of
Share Owners’ Equity, and is subsequently reclassified into earnings in the period or periods during which the hedged
transaction is recognized in earnings. 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 reported immediately in Non-operating
income (expense), net on the Consolidated Statements of Income.
Based on fair values as of June 30, 2024, we estimate that approximately $1.6 million of pre-tax derivative loss deferred in
Accumulated Other Comprehensive Loss will be reclassified into earnings, along with the earnings effects of related forecasted
transactions, within the next twelve 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 June 30, 2024 and June 30, 2023.
64
See Note 13 - Fair Value of Notes to Consolidated Financial Statements for further information regarding the fair value of
derivative assets and liabilities and Note 18 - Accumulated Other Comprehensive Income (Loss) of Notes to Consolidated
Financial Statements for the changes in deferred derivative gains and losses.
Information on the location and amounts of derivative fair values in the Consolidated Balance Sheets and derivative gains and
losses in the Consolidated Statements of Income are presented below.
Fair Values of Derivative Instruments on the Consolidated Balance Sheets
Asset Derivatives
Liability Derivatives
Fair Value As of
Fair Value As of
(Amounts in Thousands)
Balance Sheet Location
June 30
2024
June 30
2023
Balance Sheet
Location
June 30
2024
June 30
2023
Derivatives Designated as Hedging Instruments:
Foreign exchange contracts . .
Prepaid expenses and other current
assets . . . . . . . . . . . . . . . . . . . . . . . . .
$
966
$ 4,772
Accrued expenses . .
$
2,330
$
844
Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts . .
Prepaid expenses and other current
assets . . . . . . . . . . . . . . . . . . . . . . . . .
454
1,548
Accrued expenses . .
155
401
Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,420
$ 6,320
$
2,485
$ 1,245
The Effect of Derivative Instruments on Other Comprehensive Income (Loss)
June 30
(Amounts in Thousands)
2024
2023
2022
Amount of Pre-Tax Gain or (Loss) Recognized in Other Comprehensive Income (Loss) (OCI) on Derivatives:
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,621
$
9,547
$
468
The Effect of Derivative Instruments on Consolidated Statements of Income
(Amounts in Thousands)
Year Ended June 30
Derivatives in Cash Flow Hedging Relationships
Location of Gain or (Loss)
2024
2023
2022
Amount of Pre-Tax Gain or (Loss) Reclassified from Accumulated OCI into Income:
Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of Sales . . . . . . . . . . . . . . . . . . . . . .
$
7,530
$
4,936
$
279
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) . . . . . .
$
64
$
1,783
$
(1,201)
Total Derivative Pre-Tax Gain (Loss) Recognized in Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
7,594
$
6,719
$
(922)
Note 15 Accrued Expenses
Accrued expenses consisted of the following, amounts as of June 30, 2024 exclude the amounts classified as held for sale:
June 30
(Amounts in Thousands)
2024
2023
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
24,140 $
28,021
Non-inventory advance payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,974
11,660
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,920
14,052
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,901
1,506
Retirement plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,915
3,909
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,485
1,245
Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,195
2,662
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,659
9,460
Total accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
63,189 $
72,515
65
Note 16 Geographic Information
The following geographic area data includes net sales based on the country location of the Company’s business unit providing
the manufacturing or other service and long-lived assets based on physical location. Long-lived assets include property and
equipment and capitalized software, and amounts as of June 30, 2024 exclude the amounts classified as held for sale.
Year Ended June 30
(Amounts in Thousands)
2024
2023
2022
Net Sales:
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
519,279 $
502,707 $
316,884
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
404,974
395,439
337,815
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
261,433
302,352
234,057
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
248,095
253,976
204,851
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171,340
232,878
152,287
Other Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109,389
136,077
103,641
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,714,510 $
1,823,429 $
1,349,535
June 30
(Amounts in Thousands)
2024
2023
Long-Lived Assets:
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
104,205 $
100,682
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52,737
61,404
Poland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45,306
35,688
Thailand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,592
26,370
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25,777
24,247
Other Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,036
22,775
Total long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
272,653 $
271,166
Note 17 Earnings Per Share
Basic and diluted earnings per share were calculated as follows under the two-class method:
(Amounts in thousands, except per share data)
Year Ended June 30
2024
2023
2022
Basic and Diluted Earnings Per Share:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
20,511 $
55,831 $
31,253
Less: Net Income allocated to participating securities . . . . . . . . . . . . .
24
82
45
Net Income allocated to common Share Owners . . . . . . . . . . . . . . . . . $
20,487 $
55,749 $
31,208
Basic weighted average common shares outstanding . . . . . . . . . . . . . .
25,079
24,904
25,115
Dilutive effect of average outstanding stock compensation awards . . .
199
172
106
Dilutive weighted average shares outstanding . . . . . . . . . . . . . . . . . . .
25,278
25,076
25,221
Earnings Per Share of Common Stock:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.82 $
2.24 $
1.24
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.81 $
2.22 $
1.24
66
Note 18 Accumulated Other Comprehensive Income (Loss)
The changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as
follows:
(Amounts in Thousands)
Foreign
Currency
Translation
Adjustments
Derivative Gain
(Loss)
Post Employment
Benefits
Net Actuarial
Gain (Loss)
Accumulated
Other
Comprehensive
Income (Loss)
Balance at June 30, 2022 . . . . . . . . . . . . . . . . . $
(17,349) $
(2,203) $
(120) $
(19,672)
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . .
5,517
7,466
(330)
12,653
Reclassification to (earnings) loss . . . . . . . . . .
—
(3,895)
(132)
(4,027)
Net current-period other comprehensive
income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,517 $
3,571 $
(462) $
8,626
Balance at June 30, 2023 . . . . . . . . . . . . . . . . . $
(11,832) $
1,368 $
(582) $
(11,046)
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . .
(2,428)
2,097
(641)
(972)
Reclassification to (earnings) loss . . . . . . . . . .
—
(5,860)
71
(5,789)
Net current-period other comprehensive
income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,428)
(3,763)
(570)
(6,761)
Balance at June 30, 2024 . . . . . . . . . . . . . . . . . $
(14,260) $
(2,395) $
(1,152) $
(17,807)
The following reclassifications were made from Accumulated Other Comprehensive Income (Loss) to the Consolidated
Statements of Income:
Reclassifications from Accumulated
Other Comprehensive Income (Loss)
Year Ended June 30
Affected Line Item in the
(Amounts in Thousands)
2024
2023
Consolidated Statements of Income
Derivative Gain (Loss) (1)
$
7,530 $
4,936
Cost of Sales
(1,670)
(1,041) Benefit (Provision) for Income Taxes
$
5,860 $
3,895
Net of Tax
Postemployment Benefits:
Amortization of Actuarial Gain (Loss) (2)
$
(94) $
174
Non-operating income
23
(42) Benefit (Provision) for Income Taxes
$
(71) $
132
Net of Tax
Total Reclassifications for the Period
$
5,789 $
4,027
Net of Tax
Amounts in parentheses indicate reductions to income.
(1) See Note 14 - Derivative Instruments of Notes to Consolidated Financial Statements for further information on derivative
instruments.
(2) See Note 9 - Employee Benefit Plans of Notes to Consolidated Financial Statements for further information on
postemployment benefit plans.
67
Item 9 - Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A - Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Kimball Electronics maintains controls and procedures designed to ensure that information required to be disclosed in
the reports that the Company files or submits 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 the Company’s management, including
its 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, the Chief Executive Officer and
Chief Financial Officer of the Company concluded that its disclosure controls and procedures were effective as of
June 30, 2024.
(b) Management’s report on internal control over financial reporting.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, the
Company included a report of management’s assessment of the effectiveness of its internal control over financial
reporting as part of this report. The effectiveness of the Company’s internal control over financial reporting as of
June 30, 2024 has been audited by the Company’s independent registered public accounting firm. Management’s
report and the independent registered public accounting firm’s attestation report are included in the Company’s
Consolidated Financial Statements under the caption entitled “Management’s Report on Internal Control Over
Financial Reporting” and “Report of Independent Registered Public Accounting Firm” and are incorporated herein by
reference.
(c) 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
June 30, 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B - Other Information
During the three months ended June 30, 2024, no officers or directors adopted or terminated any contract, instruction or written
plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule
10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
68
PART III
Item 10 - Directors, Executive Officers and Corporate Governance
Directors
The information required by this Item 10 with respect to Directors will be included in our definitive Proxy Statement to be filed
no later than 120 days after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is
incorporated herein by reference.
Committees
The information required by this Item 10 with respect to the Audit Committee and its financial expert and with respect to the
Nominating and ESG Committee’s responsibility for establishing procedures by which Share Owners may recommend
nominees to the Board of Directors will be included in our definitive Proxy Statement to be filed no later than 120 days after the
end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Information about Our Executive Officers
The information required by this Item 10 with respect to Executive Officers of the Registrant is included at the end of Part I of
this Annual Report on Form 10-K and is incorporated herein by reference. Additional information about our Executive Officers
will also appear in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year
covered by this Annual Report on Form 10-K.
Compliance with Section 16(a) of the Exchange Act
The information required by this Item 10 with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934
will be included in our definitive Proxy Statement to be filed no later than 120 days after the end of the Company’s fiscal year
covered by this Annual Report on Form 10-K and is incorporated herein by reference.
Code of Ethics
Kimball Electronics has a code of ethics (its Code of Conduct) that applies to all of its employees, including the Chief
Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer (functioning as Principal Accounting Officer).
The code of ethics is posted on the Company’s website at https://investors.kimballelectronics.com under Governance
Documents. The Company’s website and the information contained therein, or incorporated therein, are not intended to be
incorporated into this Annual Report on Form 10-K. We will provide without charge, upon request, a copy of the Code of
Conduct. Anyone wishing to obtain a copy should write to ATTN: Code of Conduct Requests, Secretary, Kimball Electronics,
1205 Kimball Boulevard, Jasper, IN 47546. It is our intention to disclose any amendments to the code of ethics on this website.
In addition, any waivers of the code of ethics for directors or executive officers of the Company will be disclosed in a Current
Report on Form 8-K.
Insider Trading Arrangements and Policies
Kimball Electronics has adopted insider trading policies and procedures governing the purchase, sale, and or other dispositions
of the Company’s securities by directors, officers, and employees that are reasonably designed to promote compliance with
insider trading laws, rules, and regulations, and any listing standards applicable to us. Our insider trading policy has been filed
as Exhibit 19 to this Annual Report on Form 10-K.
Item 11 - Executive Compensation
The information required by this Item 11 will be included in our definitive Proxy Statement to be filed no later than 120 days
after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by
reference.
69
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Share Owner Matters
Security Ownership
The information required by this Item 12 will be included in our definitive Proxy Statement to be filed no later than 120 days
after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by
reference.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this Item 12 will be included in our definitive Proxy Statement to be filed no later than 120 days
after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by
reference.
Item 13 - Certain Relationships and Related Transactions, and Director Independence
Relationships and Related Transactions
The information required by this Item 13 will be included in our definitive Proxy Statement to be filed no later than 120 days
after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by
reference.
Director Independence
The information required by this Item 13 will be included in our definitive Proxy Statement to be filed no later than 120 days
after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by
reference.
Item 14 - Principal Accounting Fees and Services
The information required by this Item 14 will be included in our definitive Proxy Statement to be filed no later than 120 days
after the end of the Company’s fiscal year covered by this Annual Report on Form 10-K and is incorporated herein by
reference.
70
PART IV
Item 15 - Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements:
The following consolidated financial statements of the Company are found in Item 8 and incorporated herein.
Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Report of Independent Registered Public Accounting Firm (PCAOB No. 34) . . . . . . . . . . . . . . . . . . .
37
Consolidated Balance Sheets as of June 30, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Consolidated Statements of Income for Each of the Three Years in the Period Ended June 30, 2024 .
41
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended
June 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended June 30,
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Consolidated Statements of Share Owners’ Equity for Each of the Three Years in the Period Ended
June 30, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
(2) Financial Statement Schedules:
II. Valuation and Qualifying Accounts for Each of the Three Years in the Period Ended June 30,
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Schedules other than those listed above are omitted because they are either not required or not applicable, or
the required information is presented in the Consolidated Financial Statements.
(3) Exhibits
See the Index of Exhibits which immediately precedes the Signatures page in this Annual Report on Form 10-K
for a list of the exhibits filed or incorporated herein as a part of this report.
Item 16 - Form 10-K Summary
None.
71
KIMBALL ELECTRONICS, INC.
INDEX OF EXHIBITS
2.1
Separation and Distribution Agreement by and between
Kimball International, Inc. and Kimball Electronics, Inc.
8-K
2.1
11/3/2014
2.2(c)(d)
Stock Purchase Agreement By and Among Kimball
Electronics, Inc.(“Seller”), The Sole Stockholder of Kimball
Electronics Indiana, Inc. (“Company”); and Averna Test
Systems Inc. (“Buyer”) and Company Dated as of July 31,
2024
8-K
2.1
8/1/2024
3.1
Amended and Restated Articles of Incorporation of the
Company
8-K
3.1
2/18/2021
3.2
Amended and Restated By-Laws of the Company
8-K
3.2
11/15/2022
4.1
Description of the Company’s Registered Securities
Filed
Herewith
10.1(a)
Kimball Electronics, Inc. Supplemental Employee
Retirement Plan (“SERP”)
10
10.8
9/4/2014
10.2(a)
Kimball Electronics, Inc. Non-Employee Directors Stock
Compensation Deferral Plan
8-K
10.1
10/25/2016
10.3
Amended and Restated Credit Agreement, dated as of May
4, 2022, among Kimball Electronics, Inc., the lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent and Bank of America, N.A., as Documentation Agent
10-Q
3/31/2022
10.1
5/6/2022
10.4(a)
Richard D. Phillips Job Offer Dated January 4, 2023
8-K
10.1
1/10/2023
10.5
First Amendment to Amended and Restated Credit
Agreement, dated as of February 3, 2023, among Kimball
Electronics, Inc., the lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent and Bank of
America, N.A., as Documentation Agent
10-Q
12/31/2022
10.3
2/7/2023
10.6(a)
Kimball Electronics, Inc. 2023 Employee Profit Sharing
Bonus Plan
10-K
6/30/2023
10.2
8/24/2023
10.7(a)
Form of Fee Deferral Election Agreement under the Kimball
Electronics, Inc. Non-Employee Directors Stock
Compensation Deferral Plan
10-K
6/30/2023
10.5
8/24/2023
10.8(a)
Form of Annual Retainer Fee Election Agreement under the
Kimball Electronics, Inc. Non-Employee Directors Stock
Compensation Deferral Plan
10-K
6/30/2023
10.6
8/24/2023
10.9(a)
Kimball Electronics, Inc. Leadership Team Severance and
Change in Control Plan
8-K
10.2
11/21/2023
10.10(a)
Kimball Electronics, Inc. 2023 Equity Incentive Plan
8-K
10.1
11/21/2023
10.11
First Amendment to Credit Agreement, dated as of January
5, 2024, among Kimball Electronics, Inc., the lenders party
thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent and Bank of America, N.A., as Documentation Agent
8-K
10.1
1/5/2024
10.12(a)(d)
Transition and Retention Agreement and General Release
8-K
10.1
8/1/2024
10.13(a)
Form of Stock Award Notice for Performance Shares under
Kimball Electronics, Inc. 2023 Equity Incentive Plan
Filed
Herewith
10.14(a)
Form of Stock Award Notice for Restricted Shares under
Kimball Electronics, Inc. 2023 Equity Incentive Plan
Filed
Herewith
19
Insider Trading Policies and Procedures
Filed
Herewith
21
Subsidiaries of the Registrant
Filed
Herewith
23
Consent of Independent Registered Public Accounting Firm
Filed
Herewith
Incorporated by Reference
Exhibit
No.
Description
Form
Period
Ending
Exhibit Filing Date
72
24
Power of Attorney
Filed
Herewith
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
Filed
Herewith
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
Filed
Herewith
32.1(b)
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
Furnished
Herewith
32.2(b)
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
Furnished
Herewith
97
Policy Relating to Recovery of Erroneously Awarded
Compensation
Filed
Herewith
101.INS
Inline XBRL Instance Document - The instance document
does not appear in the Interactive Data File because its Inline
XBRL tags are embedded within the Inline XBRL document
Filed
Herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed
Herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
Filed
Herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document
Filed
Herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
Document
Filed
Herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
Filed
Herewith
104
Cover Page Interactive Data File (formatted in Inline XBRL
and contained in Exhibit 101)
Filed
Herewith
Incorporated by Reference
Exhibit
No.
Description
Form
Period
Ending
Exhibit Filing Date
(a) Constitutes management contract or compensatory arrangement.
(b) 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.
(c) Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will
supplementally furnish any of the omitted schedules or exhibits to the Securities and Exchange Commission upon request.
(d) Certain information contained in Exhibit 2.2 and Exhibit 10.12 has been excluded pursuant to Regulation S-K Item
601(b)(2) and (10) because it is both (1) not material and (2) of the type that the Company treats as private or confidential.
The Registrant will supplementally furnish a copy of the unredacted exhibit to the Securities and Exchange Commission
upon request; provided, however, that the Registrant may request confidential treatment.
73
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ JANA T. CROOM
Jana T. Croom
Chief Financial Officer
August 23, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated:
/s/ RICHARD D. PHILLIPS
Richard D. Phillips
Chief Executive Officer and Director
August 23, 2024
/s/ JANA T. CROOM
Jana T. Croom
Chief Financial Officer
August 23, 2024
/s/ ADAM M. BAUMANN
Adam M. Baumann
Chief Accounting Officer
August 23, 2024
74
Signature
Signature
GREGORY J. LAMPERT *
COLLEEN C. REPPLIER *
Gregory J. Lampert
Colleen C. Repplier
Director
Director
ROBERT J. PHILLIPPY *
GREGORY A. THAXTON *
Robert J. Phillippy
Gregory A. Thaxton
Director
Director
HOLLY A. VAN DEURSEN *
MICHELE A. M. HOLCOMB, PhD *
Holly A. Van Deursen
Michele A. M. Holcomb, PhD
Director
Director
TOM G. VADAKETH *
Tom G. Vadaketh
Director
*
The undersigned does hereby sign this document on my behalf pursuant to powers of attorney duly executed and filed
with the Securities and Exchange Commission, all in the capacities as indicated:
Date
August 23, 2024
/s/ RICHARD D. PHILLIPS
Richard D. Phillips
As Attorney-In-Fact
75
KIMBALL ELECTRONICS, INC.
Schedule II. - Valuation and Qualifying Accounts
Description
Balance at
Beginning
of Year
Additions
(Reductions)
to Expense
Adjustments
to Other
Accounts
Write-offs
and
Recoveries
Balance at
End of
Year
(Amounts in Thousands)
Year Ended June 30, 2024
Valuation Allowances:
Receivables . . . . . . . . . . . . . . . . . .
$
257
$
1,039
$
—
$
(294)
$ 1,002
Long-Term Receivables . . . . . . . .
$
—
$
1,936
$
—
$
—
$ 1,936
Deferred Tax Asset . . . . . . . . . . . .
$ 4,254
$
4,988
$ (1,808)
$
—
$ 7,434
Year Ended June 30, 2023
Valuation Allowances:
Receivables . . . . . . . . . . . . . . . . . .
$
139
$
86
$
31
$
1
$
257
Deferred Tax Asset . . . . . . . . . . . .
$ 3,536
$
718
$
—
$
—
$ 4,254
Year Ended June 30, 2022
Valuation Allowances:
Receivables . . . . . . . . . . . . . . . . . .
$
177
$
(53)
$
22
$
(7)
$
139
Deferred Tax Asset . . . . . . . . . . . .
$ 1,802
$
1,734
$
—
$
—
$ 3,536
76
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard D. Phillips, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Kimball Electronics, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date:
August 23, 2024
/s/ RICHARD D. PHILLIPS
RICHARD D. PHILLIPS
Chief Executive Officer and Director
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jana T. Croom, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Kimball Electronics, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date:
August 23, 2024
/s/ JANA T. CROOM
JANA T. CROOM
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Kimball Electronics, Inc. (the “Company”) on Form 10-K for the period ended
June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard D. Phillips,
Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date:
August 23, 2024
/s/ RICHARD D. PHILLIPS
RICHARD D. PHILLIPS
Chief Executive Officer and Director
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Kimball Electronics, Inc. (the “Company”) on Form 10-K for the period ended
June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jana T. Croom, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date:
August 23, 2024
/s/ JANA T. CROOM
JANA T. CROOM
Chief Financial Officer
CORPORATE INFORMATION
Form 10-K Report
A copy of our Annual Report on Form 10-K
to the Securities and Exchange Commission
is available on our website at
investors.kimballelectronics.com. We will
provide without charge, upon request, a
copy of the Form 10-K or our Code of
Conduct. Anyone wishing to obtain a copy
should write to ATTN: Secretary, Kimball
Electronics, 1205 Kimball Boulevard,
Jasper, IN 47546.
Transfer Agent and Registrar of the
Common Stock
Share Owners with questions concerning
address changes, registration changes, lost
share certificates, or transferring shares
may contact:
Mail
Broadridge Shareholder Services
c/o Broadridge Corporate Issuer Solutions
PO Box 1342
Brentwood, NY 11717-0718
shareholder@broadridge.com
1-303-562-9275 or 1-888-789-8606
Overnight Mail
Broadridge Shareholder Services
c/o Broadridge Corporate Issuer Solutions
1155 Long Island Avenue
Edgewood, NY 11717-8309
Attn: IWS
Website
shareholder.broadridge.com
LEADERSHIP
Board of Directors
Robert J. Phillippy
Chairperson of the Board
Michele A.M. Holcomb, Ph.D.
Director
Gregory J. Lampert
Director
Richard D. Phillips
Director
Colleen C. Repplier
Director
Gregory A. Thaxton
Director
Tom G. Vadaketh
Director
Holly A. Van Deursen
Director
Executive Officers
Richard D. Phillips
Chief Executive Officer
Adam M. Baumann
Chief Accounting Officer
Jana T. Croom
Chief Financial Officer
Jessica L. DeLorenzo
Vice President, Human Resources
Douglas A. Hass
Chief Legal and Compliance Officer,
Secretary
Steven T. Korn
Chief Operating Officer
Kathy R. Thomson
Chief Commercial Officer
Isabel S. Wells
Chief Information Officer
WORLD HEADQUARTERS
Kimball Electronics, Inc.
1205 Kimball Blvd.
Jasper, IN 47546
www.kimballelectronics.com