2019 ANNUAL REPORT
LETTER FROM THE CEO
2019 Performance
With net sales of $768 million, we delivered strong sales growth of
9% in FY 2019 led by our Hospitality, Healthcare, and Commercial
verticals. Net income increased 14% year-over-year to $39.3
million while adjusted EBITDA increased 4% year-over-year, rising
to $69.5* million. Price yield and our cost savings initiatives more
than offset commodity inflation and tariffs. Our performance during
the year was negatively impacted by our David Edward acquisition
and CEO transition costs. We were pleased with our progress in
the second half of the year, as we delivered on the $10 million
cost savings target we previously communicated, which paves a
nice runway for us to continue to execute on our Transformation
Plan for FY 2020.
On a brand basis, National® continued to deliver outstanding
performance, while Kimball® experienced challenges on the top
line, resulting in the realignment of sales resources to higher
growth markets and verticals as part of the Kimball International
Connect strategy. We experienced a very strong 17% growth
in the hospitality vertical for the year, resulting in a strong
performance by Kimball® Hospitality.
Purpose and Strategy
One of the truly inspirational activities I have had the honor
of leading since becoming CEO is the work to determine the
purpose for our Company, “Dare to be Makers of Possibility.”
We identified principles supporting our Purpose that will guide
us in helping our customers change spaces into places full of
possibility for working, relaxing, collaborating, learning, and
healing. Our Purpose acts as a compass guiding the Kimball
International Connect strategy revealed in our May 2019 investor
call. The Connect strategy brings together our Purpose, our
people, and our operating process to unlock growth and our full
potential, and is designed to emphasize the strengths of each of
our major brands, Kimball, National, and Kimball Hospitality.
We believe the Four Pillars of our Connect strategy – Inspire
our People. Build our Capabilities. Fuel our Future. Accelerate
our Growth. — will transform our business model, enable our
people, drive strategic investments, and speed our capacity for
growth. With our strategy in place and our financial objectives
aligned with our vision, it is now time to execute with the same
vigor our Founders taught us.
* See Financial Highlights on page 7
Kristie Juster
Chief Executive Officer,
Kimball International
Dear Fellow Shareholders:
Our Kimball International story is quite extraordinary.
It’s deeply rooted in a bold entrepreneurial spirit,
a beautiful legacy culture of caring, and a deep
commitment to craft our future full of possibility.
Our Guiding Principles — our customer is
our business, our people are the Company,
the world is our home, and profits reflect our
success—are our way of life and the spirit of
Kimball International.
Having been CEO for 10 months, I can say that it is a true pleasure
leading this organization into the next chapter of our 69-year history:
Accelerated Growth and Value Creation for Our Shareholders. We are
on an exciting journey to further transform our organization with deep
industry expertise, solid financials, new leadership, a clear strategic
roadmap, strong cash generation, and industry leading ROIC. As FY
2019 came to a close, we unveiled our Purpose and a new strategy,
Kimball International Connect. Guided by our Purpose and our Connect
strategy, we are committed to transforming Kimball International into a
commercial furnishings design powerhouse.
Our FY 2020 Transformation Plan and
Commitment to Execution
We announced a transformation plan for FY 2020 aligned with
our Kimball International Connect strategy intended to deliver a
new level of cost savings. We are making distinct choices across
our portfolio to enable category, vertical, and channel expansion,
with sales growth projected to outpace the traditional commercial
furnishings industry. This will mark the start of our multi-year
transformation to operational excellence and accelerated growth.
This defined roadmap establishes a more cost-efficient structure
to better align operations with our long-term strategic goals and
establish new and expanded capabilities within the organization.
Our transformation plan focuses on facility optimization, creating
center-led functions, and reallocating selling resources to
higher growth markets. We have targeted a total cost savings
of approximately $16 million in FY 2020 to support improved
profitability and investment in our strategy.
A Balanced Approach to Capital
Allocation
Our balance sheet and free cash flow generation is strong.
We remain committed to allocating this capital in a disciplined
way, enabling both organic and inorganic growth. We will continue
to use our weighted average cost of capital as a benchmark to
exceed when evaluating investment opportunities. Our priorities for
capital allocation are unchanged: reinvestment for growth, share
repurchases offsetting dilution, dividend payout ratio target of 20%
to 30%, and opportunistic share repurchases with excess capital.
Three-Year Financial Objectives
We have targeted three year (FY 2020 to FY 2022) financial
objectives to be delivered through our Kimball International
Connect strategy:
• Organic Revenue Growth: 4% to 7% CAGR
• Adjusted EBITDA Margin: 150 to 250 basis points
improvement by FY 2022
• Adjusted EPS: 10% to 15% CAGR
I leave you with the beautiful words that begin our
Kimball International story, and end with the Purpose
and the exciting vision for our future:
We are makers.
An upstart in a town bustling
with woodworkers,
Driven by the vision of a man
who found his start
Pushing a broom.
…
While our founder’s ambition
made us who we are,
It’s now our time to find the
founder within us all,
And become the makers
That make so much more.
The Kimball International Purpose —
Dare to be Makers of Possibility
Best wishes,
Kristie Juster,
Chief Executive Officer
2
LETTER FROM THE CHAIR
Dear Shareholders,
It’s been an exciting year at Kimball International, and we are pleased to share our journey of transformation.
This experience leverages the best that Kimball International has to offer...the continuation of a long heritage
of innovation and customer commitment, a fresh vision of how to capitalize on the opportunities in front of us,
and new leadership to take us there.
We are pleased to welcome Kristie Juster into the role of Chief Executive Officer of Kimball International. Kristie
joined the Kimball International Board of Directors in April 2016 and became an immediate contributor to our Board,
the Audit Committee, and the special projects for which she volunteered. Kristie’s strong, invigorating personality
and engaging leadership style, combined with her passion for this Company, its people, and its legacy, made her
the right fit to replace our retiring CEO Bob Schneider and to take our Company into its next chapter of sustainable
growth. Kristie’s experience gained at Newell Brands was exactly what Kimball International was looking for—a
track record of commitment and results, experience leading large organizations, creating and executing strategies
focused on brand development, and both organic and acquisitive growth.
Kristie officially joined the Kimball International executive leadership team in November 2018. Since her arrival,
she has led the team in developing a next-generation strategy and transformation plan that shows the great
prospects for this business. We take seriously our responsibility as the Board of Directors of Kimball International
to continue to make this Company a great investment for our shareholders. We believe we have the right elements
in place to deliver on that promise and look forward to guiding this executive team to seize the opportunities that
bring the long-term value and return on investment that you expect.
Please join me in welcoming Kristie to this role and thank you for your continued commitment to and investment
in Kimball International.
Warm regards,
Kimberly Ryan
Chair of the Board
NET SALES (1) ($M)
$768
$705
$693
$635
$601
R : 6 . 3 %
G
A
C
ADJ. OPERATING INCOME MARGIN(1)
RETURN ON INVESTED CAPITAL(1)(2)
8.1%
7.4%
6.9%
6.4%
40.7%
38.1%
38.5%
4.9%
s
p
0 b
0
2
+
24.9%
15.8%
s
p
0 b
7
2
2
+
FY15
FY16
FY17
FY18
FY19
FY15
FY16
FY17
FY18
FY19
FY15
FY16
FY17
FY18
FY19
1 Fiscal Years shown prior to FY 2017 have not been adjusted for Revenue Recognition rule changes. Impact is immaterial.
2 Return on Invested Capital definition: (Earnings before Interest, Tax, and Amortization)* (1-Effective Tax Rate)/(Total Shareholder’s Equity plus Net Debt)
COMPARISON OF CUMULATIVE QUARTERLY TOTAL RETURN
$250
$200
$150
$100
$50
SUMMARY
RETURN SINCE
11.03.14
Kimball
International
Nasdaq
Composite Index
S&P 500 Index
Peer Group
92.3%
82.1%
60.6%
19.7%
11.03.14*
12.31.14
03.31.15
06.30.15
09.30.15
12.31.15
03.31.16
06.30.16
09.30.16
12.31.16
03.31.17
06.30.17
09.30.17
12.31.17
03.31.18
06.30.18
09.30.18
12.31.18
03.31.19
06.30.19
Kimball International
Nasdaq Composite Index
S&P 500 Index
Peer Group
The graph assumes $100 is invested on November 3, 2014, which was the first trading
day after the spin-off of Kimball Electronics.
The Peer Group includes HNI Corporation, Knoll, Inc., Steelcase Inc., Herman Miller, Inc.
*Used 30-day Volume Weighted Average Price (VWAP) for starting point for Kimball
International to normalize stock price volatility and heavy trading immediately after spin-off.
Who We Are
For over 65 years, Kimball International has created design-driven furnishings that have helped our customers shape spaces
into places, bringing possibility to life by enabling collaboration, discovery, wellness, and relaxation. We go to market through
our family of brands: Kimball, National, Kimball Hospitality, David Edward, and D’style by Kimball Hospitality. Our values and
high integrity are demonstrated daily by living our Purpose and Guiding Principles that establish us as an employer of choice.
We build success by growing long-term relationships with customers, employees, suppliers, shareholders, and the communities
in which we operate. In FY 2019, the Company generated $768 million in revenue and employed over 3,000 people.
To learn more about Kimball International, Inc. (KBAL), visit kimballinternational.com.
4
Our Purpose
We build heart into everything we make and do. We give each other the room to discover our best and bring out
the best in others. From shop floor to showroom, we’ve always crafted with an eye to the future. Helping every life
our products touch to not just stage moments, but seize them. We believe that we can do more than just search
for meaning. We can empower people to unlock their potential and bring it to life.
Through relationships and products made to endure, we will be our customers’ first choice for shaping places
that bring collaboration, discovery, wellness, and relaxation to life.
Because we dare to be makers of possibility.
KIMBALL
INTERNATIONAL
KIMBALL
NATIONAL
KIMBALL
HOSPITALITY
ACQUISITIONS
Nurture similarities and
Combine modern craft
Build more ways to
Doing whatever it takes to
Expand the power
empower differences
and personalization while
serve broadly with design,
transform customer ideas
of our portfolio
to build strength
fostering deep partnerships
confidence, and ease
into guest experiences
Kimball International Connect Strategy
Our Profitable Growth and Value Creation Map
We have identified four strategic imperatives that are core to our success. Connecting our Purpose, our people,
our brands, and our operating processes to produce a commercial furnishings design powerhouse.
Inspire Our People
Build Our Capabilities
Fuel Our Future
Accelerate Our Growth
CULTIVATE
a High-performance,
Caring Culture
ENGAGE
New Purpose
Organization-wide
INVEST
In Training, Technology,
& Systems
ENHANCE & BUILD
New Center-led
Functions
LAUNCH
Centers of Excellence in
Key, Strategic Areas
DEVELOP
World-class Ways of
Working to Further
Enable our Business
OPTIMIZE
Operational Footprint &
Processes
ELEVATE
Production & Process
Automation
GROW
Product Margins
through Product
Engineering & Purchase
Efficiencies
ADVANCE
New Product
Development
SELECTIVELY
EXPAND
Verticals & Channels
PROPEL
Commercial Excellence
DRIVE
Strategic Acquisitions
ENABLERS
OUTCOMES
Leveraging Our Multi-brand Portfolio:
Offering distinct distribution and category strategies
with deep furnishing expertise.
Full-line product portfolio committed to quality and craftsmanship | “Select Dealer” distribution and direct partnerships
with architects, designers, end users, and broker/developer influencers | Front end co-creation capabilities
Furniture designs influenced by resimercial environments | Strong dealer relationships with thoughtful broad distribution strategy |
Expertise with a focus on ancillary products | Strong secondary market positioning
Customized solutions for the entire hotel guest room and public space areas |
Expertise in design to delivery experience | Thoughtful, responsive service
A Journey to Excellence
Building on our STRONG FOUNDATION; new leadership
driving POSITIVE CHANGE through transformational strategy
Kimball International Connect strategy directs us to
OPERATIONAL EXCELLENCE & ACCELERATED GROWTH
With our plan in place and financial objectives aligned
with achieving our vision, it’s now TIME TO EXECUTE
With our PURPOSE, PEOPLE, BRANDS, & OPERATING
PROCESS, we are confident in our ability to DELIVER RESULTS
6
Financial Highlights
AMOUNTS IN THOUSANDS,
EXCEPT FOR PER SHARE DATA
Net Sales
Operating Income
Operating Income %
Adjusted Operating Income1
Adjusted Operating Income %1
2019
2018
$768,070
$704,554
$49,475
$51,063
6.4%
7.2%
%
CHANGE
9%
-3%
$53,131
$52,043
2%
6.9%
7.4%
Net Income
$39,344
$34,439
14%
Net Income as a Percentage of Net Sales
5.1%
4.9%
Adjusted Net Income1
Diluted Earnings Per Share
Adjusted Diluted Earnings Per Share1
Adjusted EBITDA1
$41,559
$34,439
$1.06
$1.12
$0.92
$0.92
$69,476
$66,959
Adjusted EBITDA as a Percentage of Net Sales1
9.0%
9.5%
Cash Flow from Operations
Capital Investments
Dividends Declared per Share
MARKET PRICE PER SHARE
High
Low
Close
$64,967
$46,866
$20,971
$22,299
$0.32
$0.28
$18.14
$13.49
$17.43
$20.96
$15.40
$16.16
1 These items represent Non-GAAP measurements, and the reconciliations to the closest comparable GAAP measures
are included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II,
Item 7 of our Annual Report on Form 10-K included herein.
21%
15%
22%
4%
39%
-6%
14%
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, 2019
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 0-3279
KIMBALL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of
incorporation or organization)
1600 Royal Street, Jasper, Indiana
(Address of principal executive offices)
35-0514506
(I.R.S. Employer Identification No.)
47546-2256
(Zip Code)
(812) 482-1600
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Class B Common Stock, par value $0.05 per share
KBAL
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
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
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
Emerging growth 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.
Smaller reporting company
Accelerated filer
Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
Class A Common Stock is not publicly traded and, therefore, no market value is available, but it is convertible on a one-for-one basis into Class B
Common Stock. The aggregate market value of the Class B Common Stock held by non-affiliates, as of December 31, 2018 (the last business day of the
Registrant’s most recently completed second fiscal quarter) was $511.2 million, based on 97.7% of Class B Common Stock held by non-affiliates.
The number of shares outstanding of the Registrant’s common stock as of August 19, 2019 was:
Class A Common Stock - 248,938 shares
Class B Common Stock - 36,687,824 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on October 22, 2019 are incorporated by reference into Part III.
KIMBALL INTERNATIONAL, INC.
FORM 10-K INDEX
PART I
Page No.
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B.
Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information about our Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15.
Item 16.
Exhibits, Financial Statement Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
8
14
15
15
15
16
18
21
21
37
38
77
77
78
78
78
79
79
79
80
81
82
2
Forward-Looking Statements
PART I
This document contains certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). 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,” “will,” 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 in current and quarterly periodic reports filed with the Securities and Exchange
Commission (“SEC”) or otherwise by law. These forward-looking statements are subject to risks and uncertainties including,
but not limited to, the impact of changes in tariffs, successful execution of our transformation restructuring plan, adverse
changes in global economic conditions, the impact of changes in the regulatory environment, the loss of key suppliers, the loss
of or significant volume reductions from key contract customers, the financial stability of key customers and suppliers, the
availability or cost of raw materials, components, or services, or similar unforeseen events. Additional risks and uncertainties
discussed in Item 1A - Risk Factors of this report could also 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.
Item 1 - Business
As used herein, the terms “Company,” “Kimball International,” “we,” “us,” or “our” refer to Kimball International, 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.
Overview
Kimball International was incorporated in Indiana in 1939. Our corporate headquarters is located at 1600 Royal Street, Jasper,
Indiana. We create design-driven, innovative furnishings that help our customers shape spaces into places that bring possibility
to life by enabling collaboration, discovery, wellness, and relaxation. We go to market through our family of brands: Kimball,
National, Kimball Hospitality, David Edward, and D’style by Kimball Hospitality. Our values and high integrity are
demonstrated daily by embracing our purpose and guiding principles while fostering a culture of caring that establishes us as an
employer of choice. We build success through nurturing long-term relationships with our customers, employees, suppliers,
shareholders and the communities in which we operate.
We have been in the furniture business since 1950. Our core markets include the commercial, hospitality, healthcare, education,
government, and finance markets. Through each of our brands, we offer a wide range of possibilities for creating functional
environments that convey just the right image for each unique setting, as furniture solutions are tailored to the specific end
user’s needs and demands. The workplace is evolving to optimize human interaction, and Kimball and National provide
residentially inspired furniture solutions that create spaces where people can connect. While our rich heritage of wood
craftsmanship remains, our new product portfolio incorporates the use of mixed materials, satisfying the marketplace’s need for
multi-functional, open accommodations throughout all industries. Our furniture solutions are used in collaborative and open
work spaces, conference and meeting/huddle rooms, training rooms, private offices, learning areas, classrooms, lobby/reception
areas, and dining/café areas with a vast mix of wood, metal, laminate, paint, fabric, solid surface, and plastic options. In
addition, we offer products designed specifically for the healthcare market, such as casegoods and seating for patient exam
rooms and lounge areas. In the hospitality industry, Kimball Hospitality works with leading designers, purchasing agents, and
hotel owners to create furniture that extends the unique ambiance of a property into guest rooms and public spaces by providing
furniture solutions for hotel properties and mixed use commercial and residential developments. Hospitality products include,
3
but are not limited to, headboards, tables, seating, vanities, casegoods, lighting, and products enhanced with technology
features utilizing a broad mix of wood, metal, stone, laminate, finish, glass, and fabric options.
Spin-Off of Kimball Electronics
On October 31, 2014 (the “Distribution Date”), we completed the spin-off of our Electronic Manufacturing Services (“EMS”)
segment by distributing the related shares of Kimball Electronics, Inc. (“Kimball Electronics”), on a pro rata basis, to our
shareholders of record as of October 22, 2014. After the Distribution Date, we no longer beneficially own any Kimball
Electronics shares, and Kimball Electronics is an independent publicly traded company. Kimball International, Inc. trades on
the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “KBAL” and Kimball Electronics, Inc. trades on Nasdaq
under the ticker symbol “KE”.
The disclosures within this Part I describe the continuing operations of Kimball International, Inc. after the spin-off.
Recent Business Changes
‘Kimball International Connect’ Strategy
In May 2019, Kimball International introduced a comprehensive strategy to connect our purpose, our people, and our brands to
drive growth and unlock the Company’s full potential. Kimball International Connect seeks to enable the power of our people
and positions our organization to engage at higher levels of collaboration and interdependence. We believe this strategy will
successfully position us for the future and result in enhanced shareholder value over the long term.
Our Kimball International Connect Strategy is comprised of four pillars:
Inspire Our People: Leveraging our strong legacy of a bold and entrepreneurial spirit, we are cultivating a high-
performance, caring culture. We unveiled our new purpose to our employees on May 9, 2019 and are investing in our
training, technology and systems to remain an employer of choice and a great place to work.
Build Our Capabilities: We are creating center-led functions, including finance, human resources, information
technology and legal, and are centralizing supply chain leadership to reduce duplication, deliver efficiencies, and drive
consistency. We are also adopting ways of working to ensure the use of common best practices and approaches. To
achieve our goals, we established a Program Management Office to oversee execution.
Fuel Our Future: We are driving lean throughout the organization, removing duplication at the business level, and
infusing capital to accelerate efficiencies. Related to this, we are employing a more metrics-based approach and
driving toward more formal standardized operating practices.
Accelerate Our Growth: We are continuing to advance new product development across our brands, selectively
expanding our verticals and channels, including healthcare and e-commerce, and driving commercial excellence. We
believe by being our customers’ first choice for shaping places that bring collaboration, discovery, wellness and
relaxation to life, we will capture greater market share.
Transformation Restructuring Plan
In June 2019, we announced a transformation restructuring plan that is expected to optimize resources for future growth,
improve efficiency, and build capabilities across our organization. We believe the transformation restructuring plan will
establish a more cost-efficient structure to better align our operations with our long-term strategic goals. The transformation
restructuring plan includes the following:
• Our overall manufacturing facility footprint is being reviewed to reduce excess capacity and gain efficiencies. We plan
to exit a leased seating manufacturing facility in Martinsville, Virginia in the second half of fiscal year 2020 and are
evaluating our production capabilities and capacity across our organization to identify additional opportunities.
• The creation of center-led functions for finance, human resources, information technology and legal functions is
expected to result in the standardization of processes and the elimination of duplication. In addition, we are
centralizing our supply chain efforts to maximize supplier value and plan to drive more efficient practices and
operations within our logistics function.
• Kimball brand selling resources are being reallocated to higher-growth markets. We also plan to exit four leased
furniture showrooms across our brands during fiscal year 2020.
4
These efforts are expected to generate annualized pre-tax savings of approximately $10.0 million when the transformation
restructuring plan is fully implemented. We estimate that pre-tax restructuring charges incurred through the end of fiscal year
2020 will be approximately $8.0 million to $9.0 million.
Acquisition of David Edward Furniture, Inc. (“David Edward”)
During the second quarter of fiscal year 2019, we acquired substantially all of the assets and assumed certain specified limited
liabilities of David Edward, which is headquartered in Baltimore, Maryland. David Edward is a premier designer and
manufacturer of contract furniture, sold in the healthcare, corporate, education, and premium hospitality markets. David
Edward products are sold primarily in the North American market. David Edward’s products are generally specified by
architects and designers, represented through a network of independent representatives, and sold through authorized furniture
dealerships. The David Edward product portfolio consists of classic and contemporary designs, focused primarily in the
seating, tables, and ancillary furniture categories. In conjunction with the asset acquisition, we leased the two existing David
Edward production facilities in Baltimore, Maryland and Red Lion, Pennsylvania. The cash paid for the acquisition totaled $4.3
million. The purchase price has been adjusted for certain post-closing working capital adjustments. See Note 2 - Acquisitions of
Notes to Consolidated Financial Statements for more information on the acquisition.
Acquisition of D’style, Inc.
During the second quarter of fiscal year 2018, we acquired certain assets of D’style, Inc. (“D’style”), headquartered in Chula
Vista, California. The acquisition expanded our hospitality offerings beyond guest rooms to public spaces and provided new
mixed material manufacturing capabilities. As part of this acquisition, we also acquired all of the capital stock of Diseños de
Estilo S.A. de C.V. headquartered in Tijuana, Mexico, another member of the D’style group which manufactures exclusively for
D’style, strengthening our North American manufacturing footprint and serving as a distribution channel to the Mexico and
Latin America hospitality markets. The cash paid for the acquisition totaled $18.2 million. In fiscal year 2019, we paid $0.4
million in contingent earn-out consideration and expect to pay an additional $0.4 million in contingent earn-out consideration
in fiscal year 2020 based upon D’style, Inc.’s fiscal year 2018 and fiscal year 2019 operating income compared to a
predetermined target for each fiscal year. See Note 2 - Acquisitions of Notes to Consolidated Financial Statements for more
information on the acquisition.
Capacity Utilization Restructuring Plan
In November 2014, we announced a capacity utilization restructuring plan which included the consolidation of our metal
fabrication production from an operation located in Post Falls, Idaho, into existing production facilities in Indiana, and the
reduction of our Company plane fleet from two jets to one.
The transfer of work from our Idaho facility involved the start-up of metal fabrication capabilities in an existing Company-
owned facility, along with the transfer of certain assembly operations into two additional existing Company-owned facilities, all
located in southern Indiana. All production was transferred out of the Idaho facility as of March 2016, after which work
continued in the Indiana facilities to train employees, ramp up production and eliminate the inefficiencies associated with the
start-up of production in these facilities. The improvement of customer delivery, supply chain dynamics, and reduction of
transportation costs began to generate pre-tax annual savings of approximately $5 million in fiscal year 2017. In addition,
during the first quarter of fiscal year 2017, we sold our Post Falls, Idaho facility and land. See Note 8 - Property and Equipment
of Notes to Consolidated Financial Statements for more information on the sale of the Idaho facility.
Outsourcing of Shipping Function
During fiscal year 2018, we outsourced the remainder of our outbound shipping that was previously transported by our
Company-owned shipping fleet to a dedicated freight provider and sold our fleet of over-the-road tractors and trailers. The
outsourcing to a dedicated freight provider partially mitigated increased transportation costs during fiscal year 2018 from non-
dedicated freight carriers. The dedicated freight provider operates transportation equipment with our Company branding. We
continue to operate Company-owned tractors and trailers to move products between our production facilities and distribution
warehouses.
Seasonality
The impact of seasonality on our revenue includes lower sales to educational institutions during our second and third fiscal
quarters, lower sales of hospitality furniture during times of high hotel occupancy such as the summer months, and lower sales
in our third fiscal quarter due to the buying season of the government.
5
Locations
As of June 30, 2019, our products were primarily produced at twelve Company-owned or leased manufacturing facilities: six
located in Indiana, two in Kentucky, one in Virginia, one in Pennsylvania, one in Maryland, and one in Mexico. We also engage
with third-party manufacturers within the U.S. as well as internationally to produce select finished goods and accessories for
our brands. As part of our transformation restructuring plan, during fiscal year 2020 we plan to exit our leased manufacturing
facility in Martinsville, Virginia and are continuing to evaluate our production capabilities and capacity across our organization
to identify additional opportunities.
As described above, our facility in Idaho was sold in fiscal year 2017. A facility in Indiana which housed an education center
for dealer and employee training, a research and development center, and a product showroom was sold near the end of fiscal
year 2017. We leased a portion of the facility back until December 2017 to facilitate the transition of those functions to other
existing Indiana locations.
As of June 30, 2019, thirteen furniture showrooms were maintained in eight cities in the United States. As part of our
transformation restructuring plan, we plan to exit four of those furniture showrooms during fiscal year 2020. Office space is
leased in Dongguan, Guangdong, China and Ho Chi Minh City, Vietnam to facilitate sourcing of select finished goods and
components from the Asia Pacific Region. As a result of the acquisition of D’style, we lease office and manufacturing space in
Chula Vista, California and Tijuana, Mexico. We also lease office and manufacturing space in Red Lion, Pennsylvania and
Baltimore, Maryland as a result of the David Edward acquisition.
Financial information by geographic area for each of the three years in the period ended June 30, 2019 is included in Note 17 -
Geographic Information of Notes to Consolidated Financial Statements and is incorporated herein by reference.
Marketing Channels
Our furniture is marketed to end users by both independent and employee sales representatives, office furniture dealers,
wholesalers, brokers, designers, purchasing companies, and catalog houses throughout North America and on an international
basis. Customers can access our products globally through a variety of distribution channels.
We categorize our sales by the following vertical markets:
Commercial - The largest portion of our business is in the commercial market. We are a full-facility provider offering products
for a variety of commercial applications including: office, collaborative and open plan, lobby-lounge, conferencing and
meeting/huddle, training, dining/café, learning, lobby and reception, and other public spaces.
Education - Whether K-12, higher education, vocational training or any other learning institution, we understand that furniture
for education needs to enhance learning and social environments. We offer flexible, collaborative, and technology-driven
furnishings designed to make students and faculty more productive and comfortable.
Healthcare - We are focused on better outcomes for patients, their families, the staff that heals them, and the environments
surrounding them by offering products to value-conscious healthcare customers, including hospitals, clinics, physician office
buildings, long-term care facilities, and assisted living facilities throughout the country.
Hospitality - We offer a complete package of products for guest rooms and public spaces plus service support to the hospitality
industry. We partner with the most recognized hotel brands to meet their specific requirements for properties throughout the
world by working with a worldwide manufacturing base to offer the best solution to fulfill the project.
Finance - Banking and financial offices require affordable, functional, and stylish environments. Our versatile and
customizable furnishings offer sophisticated styles for reception areas, employee work spaces, executive offices, and
boardrooms.
Government - We supply office furniture, including desks, tables, seating, bookcases and filing and storage units for federal,
state, and local government offices, as well as other government-related entities. We hold two Federal Supply Service contracts
with the General Services Administration (“GSA”) that are subject to government subcontract reporting requirements. We also
partner with multiple general purchasing organizations that assist public agencies such as state and local governments with
furniture purchases. The U.S. government, as well as state and local governments, can terminate or modify their contracts with
us at their discretion or if we default by failing to perform under the terms of the applicable contract, which would expose us to
liability and impede our ability to compete in the future for contracts and orders.
A table showing our net sales by end market vertical is included in Part II, Item 7 - Management’s Discussion and Analysis of
Financial Condition and Results of Operations of this Annual Report on Form 10-K.
6
Major Competitive Factors
Our products are sold in the contract furniture and hospitality furniture industries. These industries have similar major
competitive factors, which include price in relation to quality and appearance, product design, the utility of the product,
supplier lead time, reliability of on-time delivery, sustainability, and the ability to respond to requests for special and non-
standard products. We offer payment terms similar to industry standards and in unique circumstances may grant alternate
payment terms.
Certain industries are more price sensitive than others, but all expect on-time, damage-free delivery. In addition to the many
options available on our standard furniture products, custom furniture is produced to customer specifications and shipping
timelines on a project basis.
Competitors
There are numerous furniture manufacturers competing within the marketplace, with a significant number of competitors
offering similar products.
Our competition includes furniture manufacturers such as Steelcase Inc., Herman Miller, Inc., Knoll, Inc., HNI Corporation,
and a large number of smaller privately-owned furniture manufacturers, both domestic and foreign-based.
Working Capital
We do not believe that we, or the contract furniture or hospitality furniture industries in general, have any special practices or
special conditions affecting working capital items that are significant for understanding our furniture business. We do receive
advance payments from customers on select furniture projects, primarily in the hospitality industry.
Raw Material Availability
Certain components used in the production of furniture are manufactured internally and are generally readily available, as are
other raw materials used in the production of wood and non-wood furniture. Certain fabricated seating components, wood
frame assemblies as well as finished furniture products, electrical components, stone, fabrics, and fabricated metal components,
which are generally readily available, are sourced on a global scale in an effort to provide quality products at the lowest total
cost. In fiscal year 2018, the U.S. government imposed tariffs on steel and aluminum imported from several countries. The list
of products subject to tariffs was expanded in fiscal year 2019 to include furniture products, parts, and components. The U.S.
government continues to evaluate the ongoing need for, and the amount of, tariffs, and if further or increased tariffs are
assessed, the cost and availability of both domestic and foreign sourced product and components could be further impacted.
Order Backlog
The aggregate sales price of products pursuant to open orders, which may be canceled by the customer, was as follows:
(Amounts in Millions)
Order Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
June 30,
2019
June 30,
2018
161.7
$
149.9
Our fiscal year 2018 order backlog has been recast to reflect the impact of the adoption of guidance on the recognition of
revenue from contracts with customers using a full retrospective transition method.
Of the order backlog increase, $2.5 million was due to orders from our David Edward operation in fiscal year 2019, while the
remainder of the increase was driven by higher organic office furniture orders. The open orders as of June 30, 2019 are
expected to be filled within the next fiscal year. Open orders may not be indicative of future sales trends.
Intellectual Property
In connection with our business operations, we hold both trademarks and patents in various countries and continuously have
additional pending trademarks and patents. The intellectual property which we believe to be the most significant to the
Company includes: Kimball, National, D’style, David Edward, Fringe, Waveworks, Xsite, Narrate, Pairings, Dock, and
Respitality, which are all registered trademarks. Our patents expire at various times depending on the patent’s date of issuance.
Environment and Energy Matters
Our operations are subject to various federal, state, local, and foreign laws and regulations with respect to environmental
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.
7
We are dedicated to excellence, leadership, and stewardship in matters of protecting the environment and communities in which
we have operations. Reinforcing our commitment to the environment, six of our showrooms and one non-manufacturing
location were designed under the guidelines of the U.S. Green Building Council’s LEED (Leadership in Energy and
Environmental Design) for Commercial Interiors program. One manufacturing facility was designed using the LEED
Operations and Maintenance program guidelines. Our National brand headquarters is Fitwel certified, which is a building
certification that supports healthier workplace environments to improve occupant health and productivity.
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. We believe capital expenditures for environmental control equipment during the next two fiscal years
ending June 30, 2021 will not represent a material portion of total capital expenditures during those years.
Our manufacturing operations require the use of natural gas and electricity. Federal 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. In our
wood furniture manufacturing plants, a portion of energy requirements are satisfied internally by the use of our own scrap wood
produced during the manufacturing of product.
Employees
June 30,
2019
June 30,
2018
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign Countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,982
145
3,127
2,921
153
3,074
Our U.S. operations are not subject to collective bargaining arrangements. Outside of the U.S., approximately 43 employees are
represented by worker’s unions that operate to promote the interests of workers. We believe that our employee relations are
good.
Available Information
We make available free of charge through our website, www.kimballinternational.com/public-filings, our 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 SEC. Our Internet
website and the information contained on, or accessible through, such website is not incorporated into this Annual Report on
Form 10-K.
Item 1A - Risk Factors
The following important risk factors 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 may have a material adverse effect on our business, financial condition, and results of operations and
should be carefully considered before deciding to invest in, or retain, shares of our common stock. 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.
We may not be successful in implementing and managing our Kimball International Connect Strategy. In May 2019, we
introduced our comprehensive Kimball International Connect strategy that is intended to connect our purpose, our people, and
our brands to drive growth. The execution of this strategy involves risk, as management’s focus and Company resources could
be diverted from our core operations, growth in our business could lead to operating inefficiencies, our corporate culture could
be disrupted, which could lead to employee attrition, and our revenues could fall or could fail to grow as intended, any of
which would have an adverse impact on our financial condition, results of operations, or cash flows.
Our restructuring efforts may not be successful. In June 2019, we announced a transformation restructuring plan that is
intended to optimize resources for future growth, improve efficiency, and build capabilities across our organization. A critical
component of our transformation restructuring plan is the transfer of production among facilities, which may result in
management’s focus being diverted from our core operations, manufacturing inefficiencies, and excess working capital during
the transition period. We are also creating center-led functions for finance, human resources, information technology and legal
functions and are centralizing our supply chain efforts. The transition to center-led functions involves risk, as management’s
focus could be diverted from our core operations. In addition, Kimball brand selling resources are being reallocated to higher-
8
growth markets, and we plan to exit four furniture showrooms across our brands during fiscal year 2020, which could cause a
temporary or permanent decline in revenues as the reallocation of resources is being implemented or if anticipated revenues are
not realized in the higher-growth markets. The successful execution of our transformation restructuring plan is also dependent
on the realization of cost savings, and, even if successful, the transformation restructuring plan may not be accomplished as
quickly or effectively as anticipated.
Changes to government regulations may significantly increase our operating costs in the United States and abroad.
Legislative and regulatory reforms by the U.S. federal and foreign governments could significantly impact our profitability by
burdening us with forced cost choices that are difficult to recover with increased pricing. For example:
• We depend on suppliers globally to provide materials, parts, finished goods, and components for use in our products.
We utilize both steel and aluminum in our products, most of which is sourced domestically. The U.S. originally
imposed tariffs of 25% on steel and 10% on aluminum imported from several countries, effective in June 2018, which
has adversely impacted our input costs. The government expanded its list of products subject to tariffs to include
furniture products, parts, and components at a 10% rate effective September 2018, increasing to an effective rate of
25% effective in June 2019, which increased the landed cost of our products. These various actions and the potential
for further tariff increases have prompted other countries to consider, and in some instances implement, retaliatory
tariffs. Additional tariffs or changes in global trade agreements or in U.S. governmental import/export regulations
could cause the landed cost of our products to increase materially and could reduce our net income if we are unable to
mitigate the additional cost, which would have an adverse impact on our financial condition, results of operations, or
cash flows.
• We conduct business with entities in Canada and Mexico; therefore, the replacement to the North American Free Trade
Agreement (NAFTA) being negotiated by the U.S., Mexico, and Canada, which is called the United States–Mexico–
Canada Agreement (USMCA), could result in increased regulation on, or otherwise impact, trade between the
countries, which could have an adverse impact on our financial condition, results of operations, or cash flows.
• We import a portion of our wooden furniture products and are thus subject to an anti-dumping tariff specifically on
wooden bedroom furniture supplied from China. The tariffs are subject to review and could result in retroactive and
prospective tariff rate increases, which could have an adverse impact on our financial condition, results of operations,
or cash flows.
•
State and foreign regulations are increasing in many areas, such as hazardous waste disposal, labor relations,
employment practices and data privacy, including the California Consumer Privacy Act, among others. Compliance
with privacy regulations requires us to change our processes in order to track personal information collected from
consumers and implement procedures to obtain consent from consumers regarding the usage of their information.
These additional processes, or any violations of these state and foreign regulations, could have an adverse impact on
our financial condition, results of operations, or cash flows.
We may be unable to purchase a sufficient amount of materials, parts, and components for use in our products at a
competitive price, 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 monitor the financial stability of suppliers when feasible, as the loss of a
significant supplier could have an adverse impact on our operations. Certain finished products and components we purchase are
primarily manufactured in select regions of the world, and issues in those regions could cause manufacturing delays. In
addition, delays can occur related to the transport of products and components via container ships, which load and unload
through various U.S. ports that sometimes experience congestion. Price increases of commodity components could have an
adverse impact on our profitability if we cannot offset such increases with other cost reductions or by price increases to
customers. New tariffs or trade regulations which have been and could be imposed by the U.S. federal government may
adversely impact our access, price, and delivery of finished products and components from foreign sources, and therefore
adversely affect our profitability. Materials we utilize are generally available, but future availability is unknown and could
impact our ability to meet customer order requirements. If suppliers fail to meet commitments to us in terms of price, delivery,
or quality, it could interrupt our operations and negatively impact our ability to meet commitments to customers.
Uncertain macroeconomic and industry conditions, or a sustained slowdown or significant downturn in our markets,
could adversely impact demand for our products and adversely affect operating results. Market demand for our products,
which impacts revenues and gross profit, is influenced by a variety of economic and industry factors such as:
global consumer confidence;
volatility and the cyclical nature of worldwide economic conditions;
•
•
• weakness in the global financial markets;
•
•
general corporate profitability of the end markets to which we sell;
credit availability to the end markets to which we sell;
9
•
•
•
•
•
•
service-sector unemployment rates;
commercial property vacancy rates;
non-residential construction and refurbishment rates;
deficit status of many governmental entities which may result in declining purchases of office furniture;
uncertainty surrounding potential reform of the Affordable Care Act; and
new hotel and casino construction and refurbishment rates.
We must make decisions based on order volumes in order to achieve manufacturing efficiency. These decisions include
determining what level of additional business to accept, production schedules, component procurement commitments, and
personnel requirements, among various other considerations. We must constantly monitor the changing economic landscape
and may modify our strategic direction accordingly. If we do not react quickly enough to the changes in market or economic
conditions, it could result in lost customers, decreased market share, and increased operating costs.
We are subject to manufacturing inefficiencies due to the transfer of production among our facilities and other factors.
At times we may experience labor or other manufacturing inefficiencies due to factors such as new product introductions,
transfers of production among our manufacturing facilities, a sudden decline in sales, a new operating system, or turnover in
personnel. Manufacturing inefficiencies could have an adverse impact on our financial position, results of operations, or cash
flows.
A shortage of capacity in the trucking industry could drive increases in freight costs. We outsource inbound and outbound
shipping to third-party contract carriers, including a dedicated freight provider that operates transportation equipment with our
Company branding, and other commercial contract carriers. We may experience pressure on freight costs if our demand
exceeds the capacity of available trucking fleets, particularly for commercial contract carriers. In periods of tight capacity, we
may be unable to mitigate a freight cost increase through our supply chain planning or by increasing prices on our products,
which could adversely affect our profitability.
Changes in U.S. fiscal and tax policies may adversely affect our business. On December 22, 2017, the Tax Cuts and Jobs
Act (the “Tax Act”) was signed into law. The Tax Act reduced federal corporate income tax rates effective January 1, 2018 and
changed numerous other provisions. Because Kimball International has a June 30 fiscal year-end, the lower corporate federal
income tax rate was phased in, resulting in a U.S. federal statutory tax rate of 28.1% for our fiscal year ended June 30, 2018.
The statutory federal tax rate is 21% for our fiscal year ended June 30, 2019 and subsequent fiscal years. The changes included
in the Tax Act are broad and complex and could be further impacted by, among other things, changes in interpretations of the
Tax Act, any legislative action to address questions that arise because of the Tax Act, or any changes in accounting standards
for income taxes or related interpretations in response to the Tax Act. States or foreign jurisdictions may amend their tax laws
and policies in response to the Tax Act, which could have a material impact on our future results and our effective tax rate.
Fluctuations in our effective tax rate could have a significant impact on our financial position, results of operations, or
cash flows. We are subject to income taxes as well as non-income based taxes, mainly in the United States. Judgment is
required in determining the worldwide provision for income taxes, other tax liabilities, interest, and penalties. 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. We have also
made assumptions about the realization of deferred tax assets. Changes in these assumptions could result in a valuation
allowance for these assets. Final determination of tax audits or tax disputes may be different from what is currently reflected by
our income tax provisions and accruals, which could adversely impact our financial position, results of operations, or cash
flows.
Our failure to retain our existing management team, maintain our engineering, technical, and manufacturing process
expertise, or continue to attract qualified personnel could adversely affect our business. We depend significantly on our
executive officers and other key personnel. Our success is also dependent on keeping pace with technological advancements
and adapting services to provide manufacturing capabilities that meet customers’ changing needs. To do that, we must retain
our qualified engineering and technical personnel and successfully anticipate and respond to technological changes in a cost
effective and timely manner. Our culture and guiding principles focus on continuous training, motivation, and development of
employees, and we strive to attract, motivate, and retain qualified personnel. Failure to retain our executive officers and retain
and attract other key personnel could adversely affect our business.
Turnover in personnel could cause manufacturing inefficiencies. The demand for manufacturing labor in certain geographic
areas makes retaining experienced production employees difficult. Turnover could result in lost time due to inefficiencies and
the need for additional training, which could impact our operating results.
Our sales to the U.S. government are subject to compliance with regulatory and contractual requirements, and
noncompliance could expose us to liability or impede current or future business. The U.S. government, as well as state and
local governments, can typically terminate or modify their contracts with us either at their discretion or if we default by failing
10
to perform under the terms of the applicable contract, which could expose us to liability and impede our ability to compete in
the future for contracts and orders. The failure to comply with regulatory and contractual requirements could subject us to
investigations, fines, or other penalties, and violations of certain regulatory and contractual requirements could also result in us
being suspended or debarred from future government contracting.
We may pursue acquisitions that present risks and may not be successful. Our sales growth plans may occur through both
organic growth and acquisitions. Acquisitions involve many risks that could have an adverse effect on our business, financial
condition or results of operations, including:
•
•
•
•
•
•
•
•
•
•
•
•
•
difficulties in identifying suitable acquisition candidates and in negotiating and consummating acquisitions on terms
attractive to us;
difficulties in the assimilation of the operations of the acquired company;
the diversion of resources, including diverting management’s attention from our current operations;
risks of entering new geographic or product markets in which we have limited or no direct prior experience;
the potential loss of key customers, suppliers and employees of the acquired company;
the potential incurrence of indebtedness to fund the acquisition;
the potential issuance of common stock for some or all of the purchase price, which could dilute ownership interests of
our current shareholders;
the acquired business not achieving anticipated revenues, earnings, cash flow, or market share;
excess capacity;
failure to achieve the expected synergies resulting from the acquisition;
inaccurate assessment of undisclosed, contingent, or other liabilities or problems and unanticipated costs associated
with the acquisition;
incorrect estimates made in accounting for acquisitions, incurrence of non-recurring charges, and write-off of
significant amounts of goodwill that could adversely affect our financial results; and
dilution of earnings.
We may not be successful in launching start-up operations or expanding our business in digital marketplaces. We are
committed to growing our business, and therefore from time to time, we may determine that it would be in our best interests to
start up a new operation or establish a digital presence to sell certain products. Start-up operations involve a number of risks
and uncertainties, such as funding the capital expenditures related to the start-up operation, developing a management team for
the new operation, diversion of management focus away from current operations, and creation of excess capacity. The risks and
uncertainties that come with a digital presence include competition from more established competitors in the marketplace,
responding quickly to consumer traffic patterns, supporting demand outside our current distribution channels, and additional
cybersecurity risks. Any of these risks could have a material adverse effect on our financial position, results of operations, or
cash flows.
Our business depends on information technology systems and digital capabilities that are implemented in a manner
intended to minimize the risk of a cybersecurity breach or other such threat, including the misappropriation of assets or
other sensitive information or data corruption, which could cause operational disruption. An ongoing commitment of
significant resources is required to maintain and enhance our existing information systems and implement the new and
emerging technology necessary to meet customer expectations and compete in our markets. The techniques used to obtain
unauthorized access change frequently and are not often recognized until after they have been launched. We recognize that any
breach could disrupt our operations, damage our reputation, erode our share value, drive remediation expenses, or increase
costs related to the mitigation of, response to, or litigation arising from any such issue. We cannot guarantee that our
cybersecurity measures will completely prevent others from obtaining unauthorized access to our enterprise network, system
and data.
Many states and the U.S. federal government are increasingly enacting laws and regulations to protect consumers against
identity theft and to also protect their privacy. As our business expands globally, we are subject to data privacy and other
similar laws in various foreign jurisdictions. If we are the target of a cybersecurity attack resulting in unauthorized disclosure of
sensitive or confidential data, we may be required to execute costly notification procedures. Compliance with these laws will
likely increase the costs of doing business. If we fail to implement appropriate safeguards or to detect and provide prompt
notice of unauthorized access as required by some of these laws, we could be subject to potential claims for damages and other
remedies, which could harm our business.
We may be exposed to the credit risk of our customers who are adversely affected by weakness in market conditions.
Weakness in market conditions may drive an elevated risk of potential bankruptcy of our customers resulting in a greater risk of
uncollectible outstanding accounts receivable. The realization of these risks could have a negative impact on our profitability.
11
Reduction of purchases by or the loss of a significant number of customers could reduce revenues and profitability.
Significant declines in the level of purchases by customers or the loss of a significant number of customers could have a
material adverse effect on our business. A reduction of, or uncertainty surrounding, government spending could also have an
adverse impact on our sales levels. We can provide no assurance that we will be able to fully replace any lost sales, which could
have an adverse effect on our financial position, results of operations, or cash flows.
We operate in a highly competitive environment and may not be able to compete successfully. The office and hospitality
furniture industries are competitive due to numerous global manufacturers competing in the marketplace. In times of reduced
demand for office furniture, large competitors may have greater efficiencies of scale or may apply more pressure to their
aligned distribution to sell their products exclusively, which could lead to reduced opportunities for our products. While we
work toward reducing costs to respond to pricing pressures, if we cannot achieve proportionate reductions in costs, profit
margins may suffer.
Our operating results could be adversely affected by increases in the cost of fuel and other energy sources. The cost of
energy is a critical component of freight expense and the cost of operating manufacturing facilities. Increases in the cost of
energy could reduce our profitability.
A change in our sales mix among our diversified product offerings could have a negative impact on our gross profit
margin. Changes in product sales mix could negatively impact our gross margin, as margins of different products vary. We
strive to improve the margins of all products, but certain products have lower margins in order to price the product
competitively. An increase in the proportion of sales of products with lower margins could have an adverse impact on our
financial position, results of operations, or cash flows.
Our international operations involve financial and operational risks. We have a manufacturing operation outside the
United States in Mexico, and administrative offices in China and Vietnam that coordinate with suppliers in those countries.
These international operations are subject to a number of risks, including the following:
economic and political instability;
•
•
various and potentially conflicting cultural norms and business practices;
• warfare, riots, terrorism, and other forms of violence or geopolitical disruption;
•
compliance with laws, such as the Foreign Corrupt Practices Act, applicable to U.S. companies doing business outside
the United States;
changes in foreign regulatory requirements and laws;
health and security issues;
tariffs and other trade barriers;
potentially adverse tax consequences, including the manner in which multinational companies are taxed in the U.S.;
and
foreign labor practices.
•
•
•
•
•
These risks could have an adverse effect on our financial position, results of operations, or cash flows. In addition, fluctuations
in exchange rates could impact our operating results. Our risk management strategy may include 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 a competitor's products not
subject to these fluctuations, which could adversely affect our revenues and profitability in international markets.
If efforts to introduce new products or start-up new programs are not successful, this could limit sales growth or cause
sales to decline. We regularly introduce new products to keep pace with workplace trends and evolving regulatory and industry
requirements, including environmental, health, and safety standards such as sustainability and ergonomic considerations, and
similar standards for the workplace and for product performance. Shifts in workforce demographics, working styles, and
technology may impact the quantity and types of furniture products purchased by our customers, as commercial private office
spaces occupy smaller footprints and collaborative, open-plan workstations gain popularity. The introduction of new products
or the start-up of new programs require the coordination of the design, manufacturing, and marketing of such products. The
design and engineering required for certain new products or programs can take an extended period of time, and further time
may be required to achieve customer acceptance. Accordingly, the launch of any particular product or program may be delayed
or may be less successful than we originally anticipated. Difficulties or delays in introducing new products or programs, or lack
of customer acceptance of new products or programs could limit sales growth or cause sales to decline.
If customers do not perceive our products and services to be innovative and of high quality, our brand and name
recognition and reputation could suffer. We believe that establishing and maintaining good brand and name recognition and a
good reputation is critical to our business. Promotion and enhancement of our name and brands will depend on the
effectiveness of marketing and advertising efforts and on successfully providing design-driven, innovative, and high-quality
12
products and superior services. If customers do not perceive our products and services to be design-driven, innovative, and of
high quality, our reputation, brand and name recognition could suffer, which could have a material adverse effect on our
business.
A loss of independent sales representatives, dealers, or other sales channels could lead to a decline in sales. Our
commercial furniture is marketed to end users through both independent and employee sales representatives, commercial
furniture dealers, wholesalers, brokers, designers, purchasing companies, and catalog houses. Our hospitality furniture is
marketed to end users using independent sales representatives. A significant loss within any of these sales channels could result
in a sales decline and thus have an adverse impact on our financial position, results of operations, or cash flows. Additionally,
transitions within our sales organization to higher growth markets within our Kimball brand and our planned closure of four
furniture showrooms across our brands could negatively affect our current commercial relationships, which could have an
adverse impact on our financial position, results of operations or cash flows.
Failure to effectively manage working capital may adversely affect our cash flow from operations. We closely monitor
inventory and receivable efficiencies and strive to improve these measures of working capital, but customer financial
difficulties, cancellation or delay of customer orders, transfers of production among our manufacturing facilities, or
manufacturing delays could adversely affect our cash flow from operations.
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, lease assets,
goodwill, or other intangible assets, could be impaired at some point in the future depending on changing business conditions.
Goodwill and certain intangible assets are tested for impairment annually or when triggering events occur. Such resulting
impairment could have an adverse impact on our financial position and results of operations.
A failure to comply with the financial covenants under our $30.0 million credit facility could adversely impact us. Our
credit facility requires us to comply with certain financial covenants. We believe the most significant covenants under this
credit facility are the adjusted leverage ratio and the fixed charge coverage ratio. More detail on these financial covenants is
discussed in Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations of this
Annual Report on Form 10-K. As of June 30, 2019, we had no borrowings under this credit facility and we had $1.5 million in
letters of credit outstanding, which reduced our borrowing capacity on the credit facility. In the future, a default on the financial
covenants under our credit facility could cause an increase in our borrowing rates or could make it more difficult for us to
secure future financing, which could adversely affect our financial condition. We expect to negotiate a new credit facility to
replace this credit facility prior to its October 2019 expiration. However, changing conditions in the credit markets or
unforeseen circumstances could adversely impact the replacement of this credit facility, and if we are not able to replace this
credit facility upon its expiration or on similar terms, it could adversely affect our financial condition.
Failure to protect our intellectual property could undermine our competitive position. We attempt to protect our
intellectual property rights, both in the United States and in foreign countries, through a combination of patent, 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. Competing effectively depends, to a significant extent,
on maintaining the proprietary nature of our intellectual property. The degree of protection offered by our various patents and
trademarks may not be broad enough to provide significant proprietary protection or competitive advantages to the Company,
and patents or trademarks may not be issued on pending or contemplated applications. In addition, not all of our products are
covered by patents. It is also possible that our patents and trademarks may be challenged, invalidated, canceled, narrowed, or
circumvented.
We may be sued by third parties for alleged infringement of their intellectual property rights and incur substantial
litigation or other costs. Prior to launching major new products in our key markets, we normally evaluate existing intellectual
property rights. However, our competitors may have filed for patent protection that is not, at the time of our evaluation, a matter
of public knowledge. Our efforts to identify and avoid infringing upon third parties' intellectual property rights may not be
successful. We could be notified of a claim regarding intellectual property rights, which could lead us to spend time and money
to defend or address the claim. Even if the claim is without merit, it could result in substantial costs and diversion of resources.
Our insurance may not adequately protect us from liabilities related to product defects. We maintain product liability and
other insurance coverage that we believe to be generally in accordance with industry practices, but our insurance coverage does
not extend to field visits to repair, retrofit or replace defective products, or to product recalls. As a result, our insurance
coverage may not be adequate to protect us fully against substantial claims and costs that may arise from liabilities related to
product defects, particularly if we have a large number of defective products that we must repair, retrofit, replace, or recall.
13
Increases in the cost of providing employee healthcare benefits could reduce our profitability. There may continue to be
upward pressure on the cost of providing healthcare benefits to our employees. We are self-insured for healthcare benefits, so
we incur the cost of claims, including catastrophic claims that may occasionally occur, with employees bearing only a limited
portion of healthcare costs through employee healthcare premium withholdings. There can be no assurance that we will succeed
in limiting cost increases, and continued upward pressure could reduce our profitability.
We are subject to extensive environmental regulation and significant potential environmental liabilities. Our past and
present operation and ownership of manufacturing plants and real property are subject to extensive 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, and the remediation of contamination associated with releases of hazardous substances.
In addition, the increased prevalence of global climate issues may result in new regulations that may negatively impact us. 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 with respect to our
facilities and real property. 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.
Natural disasters or other catastrophic events may impact our production schedules and, in turn, negatively impact
profitability. Natural disasters or other catastrophic events, including severe weather, terrorist attacks, power interruptions, and
fires, 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. 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 our 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 delayed or lost sales of our products. In
addition, any continuing disruption in our computer system could adversely affect our ability to receive and process customer
orders, manufacture products, and ship products on a timely basis, and could adversely affect relations with our customers,
potentially resulting in a reduction in orders from customers or a loss of customers. We maintain insurance to help protect us
from costs relating to some of these matters, but such insurance may not be sufficient or paid in a timely manner to us in the
event of such an interruption.
The value of our common stock may experience substantial fluctuations for reasons over which we may have little
control. The value of our common stock could fluctuate substantially based on a variety of factors, including, among others:
•
•
•
•
•
•
actual or anticipated fluctuations in operating results;
announcements concerning our Company, competitors, or industry;
overall volatility of the stock market;
changes in the financial estimates of securities analysts or investors regarding our Company, the industry, or
competitors;
general market or economic conditions; and
proxy contests or other shareholder activism.
We also provide financial objectives for our expected operating results for future periods. While the information is provided
based on current and projected data about the markets we deliver to and our operational capacity and capabilities, the financial
objectives are subject to risks and uncertainties. If our future results do not match our financial objectives for a particular
period, or if the financial objectives are reduced in future periods, the value of our common stock could decline.
Furthermore, stock prices for many companies fluctuate widely for reasons that may be unrelated to their operating results.
These fluctuations, coupled with changes in results of operations and general economic, political, and market conditions, may
adversely affect the value of our common stock.
Item 1B - Unresolved Staff Comments
None.
14
Item 2 - Properties
The location, number, and use of our major facilities, including our executive and administrative offices, as of June 30, 2019,
are as follows:
Number of
Facilities
Use
North America
United States:
Indiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kentucky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Virginia. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maryland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia
China. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vietnam. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
2
1
1
1
1
1
1
1
24
Manufacturing, Warehouse, Office
Manufacturing, Office
Warehouse, Office
Manufacturing, Warehouse, Office
Manufacturing, Warehouse, Office
Manufacturing, Warehouse
Manufacturing, Office
Office
Office
The listed facilities occupy approximately 3,457,000 square feet in aggregate as of June 30, 2019, of which approximately
3,050,000 square feet are owned, and 407,000 square feet are leased.
During the second quarter of fiscal year 2019, we acquired substantially all of the assets of David Edward, which is
headquartered in Baltimore, Maryland, and additional production facilities in Red Lion, Pennsylvania, which resulted in our
acquisition of 103,000 square feet and 132,000 square feet of leased space, respectively.
Generally, properties are utilized at normal capacity levels on a multiple shift basis. At times, certain facilities utilize a reduced
second or third shift. We continually assess our capacity needs and evaluate our operations to optimize our service levels by
geographic region.
Significant loss of income resulting from a facility catastrophe would be partially offset by business interruption insurance
coverage.
Operating leases for all facilities and related land, including thirteen leased office furniture showroom facilities that are not
included in the table above, total 496,000 square feet and expire from fiscal year 2020 to 2027 with many of the leases subject
to renewal options. The leased showroom facilities are in six states and the District of Columbia. As part of our transformation
restructuring plan, during fiscal year 2020 we plan to exit our leased manufacturing facility in Martinsville, Virginia and four
leased furniture showrooms. See Note 9 - Commitments and Contingent Liabilities of Notes to Consolidated Financial
Statements for additional information concerning leases.
We own approximately 331 acres of land, which includes land where various facilities reside, including approximately 115
acres of land in the Kimball Industrial Park, Jasper, Indiana.
Item 3 - Legal Proceedings
We and our subsidiaries are not parties to any pending legal proceedings, other than ordinary routine litigation incidental to the
business. The outcome of current routine pending litigation, individually and in the aggregate, is not expected to have a
material adverse impact.
Item 4 - Mine Safety Disclosures
Not applicable.
15
Information about our Executive Officers
Our executive officers as of August 27, 2019 are as follows:
(Age as of August 27, 2019)
Name
Kristine L. Juster . . . . . . . . . . .
Donald W. Van Winkle. . . . . . .
Michelle R. Schroeder . . . . . . .
R. Gregory Kincer . . . . . . . . . .
Age
56
58
54
61
Julia E. Heitz Cassidy . . . . . . .
54
Lonnie P. Nicholson. . . . . . . . .
55
Kourtney L. Smith . . . . . . . . . .
49
Katherine S. Sigler . . . . . . . . . .
56
Koorosh Sharghi . . . . . . . . . . .
Phyllis M. Goetz . . . . . . . . . . .
33
59
Office and
Area of Responsibility
Chief Executive Officer & Director, Kimball International
President, Chief Operating Officer, Kimball International
Vice President, Chief Financial Officer, Kimball International
Vice President, Corporate Development, Kimball International
Vice President, Chief Ethics & Compliance Officer, General
Counsel and Secretary, Kimball International
Vice President, Chief Administrative Officer, Kimball
International
Vice President, Kimball International;
President, National Office Furniture
Vice President, Kimball International;
President, Kimball Hospitality
Vice President, Strategy & Transformation, Kimball
International
Vice President, Kimball International; President, Kimball
Executive Officer
Since Calendar
Year
2018
2010
2003
2014
2014
2014
2015
2018
2019
2019
Executive officers are elected annually by the Board of Directors.
Ms. Juster was appointed Chief Executive Officer in November 2018 and has served as a member of our Board of Directors
since April 2016. Prior to her appointment as Chief Executive Officer, Ms. Juster served for over 20 years as a Global
Executive at Newell Brands, Inc. (“Newell”), a leading global consumer goods and commercial products company, until her
retirement from Newell in April 2018. During her tenure at Newell, Ms. Juster served as President of the Global Writing
Segment from May 2014 until her retirement in April 2018, as President of Newell’s Baby and Parent Segment from November
2011 to April 2014, and in other roles of increasing responsibility since joining Newell in 1995, including serving as President
of Newell’s Home Décor Segment and President of Newell’s Culinary Lifestyles Segment.
Mr. Van Winkle was appointed President, Chief Operating Officer in November 2014 and has also served as Interim President,
Kimball from March 2019 until July 2019. As part of our transformation restructuring plan, the positions of President and Chief
Operating Officer are being eliminated effective September 30, 2019. Mr. Van Winkle previously served as Executive Vice
President, President — Furniture Group from March 2014 to November 2014. He also served as Vice President, President —
Office Furniture Group from February 2010 until November 2013 when he was appointed Executive Vice President, President
— Office Furniture Group. He had previously served as Vice President, General Manager of National from October 2003 until
February 2010, and prior to that served as Vice President, Chief Finance and Administrative Officer for the Furniture Brands
Group, as well as other key finance roles within our Furniture business since joining the Company in January 1991.
Ms. Schroeder was appointed Vice President, Chief Financial Officer in November 2014. She previously served as Vice
President and Chief Accounting Officer, a position she assumed in May 2009. She was appointed to Vice President in
December 2004, served as Corporate Controller from August 2002 until May 2009, and prior to that served as Assistant
Corporate Controller and Director of Financial Analysis. As Chief Financial Officer, Ms. Schroeder has responsibility for the
accounting, internal audit, investor relations, tax and treasury functions, as well as setting financial strategy and policies for the
Company.
Mr. Kincer was appointed Vice President, Corporate Development in November 2014. Prior to that, he served as Vice
President, Business Development, Treasurer since 2006 with responsibility for global treasury operations managing Company-
wide liquidity, commercial banking relationships, corporate debt facilities, foreign exchange risk, and insurance programs, as
well as the evaluation of acquisition opportunities. He also served in various finance and leadership roles of progressing
responsibility since joining the Company in 1994.
Ms. Heitz Cassidy was appointed Vice President, General Counsel and Secretary in November 2014 and to the additional role
of Chief Compliance Officer in July 2016, which was adjusted to Chief Ethics and Compliance Officer in October 2016, where
she has the responsibility to provide and oversee the provision of legal advice and guidance as needed by the Company, oversee
16
compliance with laws, assist in instilling and maintaining an ethical corporate culture, and implement and maintain our
compliance policies and program. She provides strategic-thinking leadership, advice and counsel to our executive management,
and as Secretary, assists the Board of Directors. She previously served as Deputy General Counsel since August 2009, with
responsibility for handling all day-to-day legal activities of the Company and was appointed to Vice President in October 2013.
She joined the Company in 1996 as an associate corporate counsel and has held positions of increasing responsibility within the
legal department during her career.
Mr. Nicholson was appointed Vice President, Chief Administrative Officer in February 2015 with responsibility for the human
resources and information technology functions. He also served as Vice President, Chief Information Officer from January
2014 until March 2015. Throughout 2013 he served as Director, Business Analytics and then Vice President, Business
Analytics, with oversight of strategic application of data analysis, social media and mobile computing in support of the growth
of our information management into more predictive analysis in order to build greater responsiveness to customer needs and
improve operational decision making. He also served as Director of Organizational Development from November 2011 until
January 2013, and Director of Employee Engagement from November 2008 until November 2011 following other roles of
advancing responsibility in the areas of application development, systems analysis, process re-engineering, lean/continuous
improvement and enterprise resource planning since joining the Company in 1986.
Ms. Smith was appointed President, National Office Furniture in January 2018 and has served as Vice President of Kimball
International, Inc. since October 2015. Prior to January 2018, she held the position of President, Kimball Hospitality from
August 2015 until January 2018, where she was responsible for strategic growth and direction. Previously, she served as Vice
President, Marketing for National Office Furniture, a position she assumed in 2010, where she led product development,
marketing, sustainability, vertical markets, and increasing brand awareness in the architect and design community. Prior to that,
she held various other roles of increasing responsibility in marketing, product development, sales and service. She has over 25
years of experience in the office and hospitality industries.
Ms. Sigler was appointed President, Kimball Hospitality and also appointed a Vice President of Kimball International, Inc. in
January 2018. She is responsible for the strategic growth and direction of Kimball Hospitality. Prior to that, she served as Vice
President, Operations, for the Kimball brand from February 2015 until January 2018, where she was responsible for the
strategic and day-to-day execution of all direct manufacturing and manufacturing support (engineering, global supply chain,
quality and continuous improvement) functions. From December 2012 until February 2015, she served as Director of
Operations of a Kimball brand manufacturing facility. From August 2004 to December 2012, she held operational leadership
roles of increasing responsibility within the Kimball brand. Before her time with the Kimball brand, Ms. Sigler held numerous
roles in Kimball Hospitality from 1992 to 2004, including customer service, master scheduling, sales operations management,
demand management, and program management.
Mr. Sharghi was appointed Vice President, Strategy and Transformation in March 2019. He is responsible for leading our
transformational growth strategy and integration efforts and partnering with our executive management to execute our business
strategy in the Kimball, National, and Kimball Hospitality businesses, in alignment with our long-term growth strategy. Prior to
joining the Company, Mr. Sharghi led the centralization of the global marketing function at Radio Systems Corporation, a pet
products manufacturing company, as the Head of Global Marketing from April 2018 until March 2019. He also held a variety
of senior strategy and operations leadership roles at Newell, where he served as Director of Marketing Operations and Strategy
from March 2016 until April 2018, Senior Manager of Marketing Operations from June 2014 until March 2016, and Senior
Finance Manager of Corporate Business Planning and Analysis from April 2013 until June 2014.
Ms. Goetz was appointed President, Kimball and also appointed a Vice President of Kimball International, Inc, in July 2019.
She is responsible for the overall leadership of the Kimball brand strategic plan, its activation, and the full operations of the
business unit. In this role, she is responsible for designing and executing growth initiatives and developing relationships with
dealer networks, design firms, trade associations, national accounts, and the industry value chain. Prior to joining the Company,
Ms. Goetz was Senior Vice President, Chief Development Strategist at HKS, Inc., an architectural firm, from October 2017
until July 2019. Her career also included multiple leadership roles at Herman Miller, Inc. from June 2011 until October 2017
that included National Director A&D Healthcare from October 2015 until October 2017 and Director of Strategic Sales
Initiatives for Herman Miller Healthcare from June 2011 until October 2015. She was also one of the founders of Nurture,
which is the Healthcare business for Steelcase, Inc., during her 16-year career with Steelcase.
17
PART II
Item 5 - Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Our Class B common stock trades on the Nasdaq Global Select Market under the symbol: KBAL. There is no established public
trading market for our Class A common stock. However, Class A shares are convertible on a one-for-one basis into Class B
shares.
Dividends declared on our Class A and Class B common stock totaled $11.9 million and $10.5 million for fiscal years 2019 and
2018, respectively. Consistent with our historical dividend policy, our Board of Directors evaluates the appropriate dividend
payment on a quarterly basis.
Shareholders
On August 19, 2019, our Class A common stock was owned by 103 shareholders of record, and our Class B common stock was
owned by 1,224 shareholders of record, of which 46 also owned Class A common stock. The shares of our Class B common
stock are equal to the shares of our Class A common stock with respect to all matters, including without limitation, dividend
payments and voting rights, except that while Class A shares are convertible on a one-for-one basis into Class B shares, our
Class B shares cannot be converted into Class A shares.
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
Shareholder Matters of Part III of this Annual Report on Form 10-K.
Issuer Purchases of Equity Securities
A share repurchase program authorized by the Board of Directors was announced on August 11, 2015. The program allows for
the repurchase of up to two million shares of common stock and will remain in effect until all shares authorized have been
repurchased. On February 7, 2019 an additional two million shares of common stock were authorized by the Board of Directors
for repurchase. The Board of Directors can discontinue this repurchase program at any time. At June 30, 2019, 2.7 million
shares remained available under the repurchase program.
During fiscal years 2019 and 2018, we repurchased 0.6 million and 0.5 million shares, respectively, of our common stock. We
did not repurchase any shares under the repurchase program during the fourth quarter of fiscal year 2019.
Performance Graphs
The following performance graphs are 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 we specifically
incorporate them by reference into such a filing.
The first graph below compares the cumulative total return to shareholders of our common stock from June 30, 2014 through
June 30, 2019, the last business day in the respective fiscal years, to the cumulative total return of the Nasdaq Stock Market
(U.S. and Foreign) and a peer group index for the same period of time.
The spin-off of Kimball Electronics is reflected as an increase in the total cumulative return to shareholders as a result of each
shareholder receiving a distribution of three shares of Kimball Electronics for every four shares of the Company. The increase
in the total cumulative return was calculated based on the value of Kimball Electronics stock, using a 30-day volume weighted
average price calculation to eliminate the impact of stock price volatility immediately after the October 31, 2014 spin-off date.
Due to the diversity of our operations prior to the spin-off date, we are not aware of any public companies that are directly
comparable. Therefore, the peer group index is comprised of publicly traded companies in both the furniture industry and in our
former EMS segment, as follows:
Furniture peers: HNI Corporation, Knoll, Inc., Steelcase Inc., Herman Miller, Inc.
EMS peers (applicable through the October 31, 2014 spin-off): Benchmark Electronics, Inc., Jabil Inc., Plexus Corp.
In order to reflect the segment allocation of Kimball International prior to the October 31, 2014 spin-off date, a market
capitalization-weighted index was first computed for each peer group, then a composite peer group index was calculated based
on each segment’s proportion of net sales to total consolidated sales for fiscal year 2014 and for fiscal year 2015 through the
October 31, 2014 spin-off date. After the spin-off date, only the Furniture peer companies were used in the capitalization-
weighted peer group index. The public companies included in the peer groups have a larger revenue base than our furniture
business and our former EMS business.
18
The graph assumes $100 is invested in our Class B common stock and each of the two indexes at the closing market quotations
on June 30, 2014 and that dividends and the Kimball Electronics spin-off stock distribution are reinvested in Kimball
International. The performances shown on the graph are not necessarily indicative of future price performance.
Kimball International, Inc.. . . . . . . . . . . . . . . . . . . . $
Nasdaq Composite Index . . . . . . . . . . . . . . . . . . . . . $
Peer Group Index . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2014
100.00 $
100.00 $
100.00 $
2015
131.97 $
114.44 $
112.34 $
2016
126.13 $
112.51 $
104.24 $
2017
187.83 $
144.35 $
99.35 $
2018
184.74 $
178.42 $
103.71 $
2019
203.41
192.30
124.65
19
The spin-off of Kimball Electronics, which represented more than half of our Company in sales and the majority of earnings,
makes comparable long-term stock price performance very difficult. Publicly available stock price analyses, such as five-year
stock price trends, are not representative of our performance as stock prices in the pre-spin period are not comparable to stock
prices in the post-spin period. To aid in trending our performance, below is a cumulative total return performance graph from
the spin-off date forward.
COMPARISON OF CUMULATIVE QUARTERLY TOTAL RETURN
$250
$200
$150
$100
$50
11.03.14*
12.31.14
03.31.15
06.30.15
09.30.15
12.31.15
03.31.16
06.30.16
09.30.16
12.31.16
03.31.17
06.30.17
09.30.17
12.31.17
03.31.18
06.30.18
09.30.18
12.31.18
03.31.19
06.30.19
Kimball International
Nasdaq Composite Index
S&P 500 Index
Peer Group
The graph assumes $100 is invested on November 3, 2014, which was the first trading
day after the spin-off of Kimball Electronics.
The Peer Group includes HNI Corporation, Knoll, Inc., Steelcase Inc., Herman Miller, Inc.
*Used 30-day Volume Weighted Average Price (VWAP) for starting point for Kimball
International to normalize stock price volatility and heavy trading immediately after spin-off.
20
$
$
$
$
$
$
$
$
$
$
600,868
11,143
0.25
0.29
0.25
0.29
265,279
241
0.195
0.20
Item 6 - Selected Financial Data
This information should be read in conjunction with Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations and Item 8 - Financial Statements and Supplementary Data.
(Amounts in Thousands, Except for Per Share Data)
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income from Continuing Operations . . . . . . . . . $
Earnings Per Share from Continuing Operations:
Basic:
Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted:
Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2019
2018
Year Ended June 30
2017
2016
2015
768,070
39,344
1.07
$
$
$
704,554
34,439
0.92
$
$
$
692,967
37,506
1.00
$
$
$
635,102
21,156
0.56
1.06
$
0.92
$
0.99
$
0.56
$
Total Assets
Long-Term Debt, Less Current Maturities. . . . . $
$
Cash Dividends Per Share:
364,666
136
0.32
$
$
$
331,460
161
0.28
$
$
$
314,975
184
0.24
$
$
$
273,570
212
0.22
Class A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Our fiscal year 2018 and fiscal year 2017 results have been recast to reflect the impact of the adoption of guidance on the
recognition of revenue from contracts with customers using the full retrospective transition method.
On October 31, 2014, we completed the spin-off of our EMS segment. The EMS segment was reclassified to discontinued
operations in the Consolidated Statements of Income for all periods presented. Discontinued operations did not have an impact
on the financial results of fiscal years 2019, 2018, 2017 and 2016. The preceding table excludes all income statement activity of
the discontinued operations.
Fiscal year 2019 income from continuing operations included $0.7 million ($0.02 per diluted share) of after-tax restructuring
expenses and $1.5 million ($0.04 per diluted share) of after-tax CEO transition costs.
Fiscal year 2017 income from continuing operations included $1.1 million ($0.03 per diluted share) of after-tax restructuring
gains driven by the sale of the Idaho facility.
Fiscal year 2016 income from continuing operations included $4.5 million ($0.12 per diluted share) of after-tax restructuring
expenses.
Fiscal year 2015 income from continuing operations included $3.2 million ($0.08 per diluted share) of after-tax restructuring
expenses and $3.2 million ($0.08 per diluted share) of after-tax expense related to the spin-off.
Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
For over 65 years, Kimball International, Inc. (the “Company,” “Kimball International,” “we,” “us,” or “our”) has created
design-driven, innovative furnishings that have helped our customers shape spaces into places that bring possibility to life by
enabling collaboration, discovery, wellness, and relaxation. We go to market through our family of brands: Kimball, National,
Kimball Hospitality, David Edward, and D’style by Kimball Hospitality. Our values and integrity are demonstrated daily by
embracing our purpose and guiding principles while fostering a culture of caring that establishes us as an employer of choice.
We build success through nurturing long-term relationships with customers, employees, suppliers, shareholders and the
communities in which we operate.
We closely monitor key indicators for the markets in which we compete. As reported by the Business and Institutional Furniture
Manufacturer Association (“BIFMA”), the forecast by IHS Markit, a global information provider, as of January 2019 for the
North American commercial furniture market, which they define as including office, education, and healthcare furniture
21
products, projects a year-over-year increase of 3.3% for calendar year 2019. The forecast for two of the leading indicators for
the hospitality furniture market in the August 2019 PwC Hospitality Directions U.S. report includes a projected increase in
RevPAR (Revenue Per Available Room) of 1.1% for calendar year 2019 and 1.0% for calendar year 2020, while occupancy
levels for calendar 2019 and 2020 continue to hover at peak levels.
Management currently considers the following events, trends, and uncertainties to be most important to understanding our
financial condition and operating performance:
•
‘Kimball International Connect’ Strategy - In May 2019, Kimball International introduced a comprehensive strategy to
connect our purpose, our people, and our brands to drive growth and unlock the Company’s full potential. Kimball
International Connect seeks to enable the power of our people and position our organization to engage at higher levels of
collaboration and interdependence. We believe this strategy will successfully position us for the future and result in
enhanced shareholder value over the long term. Our Kimball International Connect Strategy is comprised of four pillars:
•
Inspire Our People: Leveraging our legacy of a bold and entrepreneurial spirit, we are working to cultivate a high-
performance, caring culture. We unveiled our new purpose to our employees on May 9, 2019 and are investing in our
training, technology and systems to remain an employer of choice and a great place to work.
• Build Our Capabilities: We are creating center-led functions, including finance, human resources, information
technology and legal and are centralizing supply chain leadership to reduce duplication, deliver efficiencies, and drive
consistency. We are also adopting ways of working to ensure the use of common best practices and approaches. To
achieve our goals, we established a Program Management Office to oversee execution.
• Fuel Our Future: We are driving lean throughout the organization, removing duplication at the business level, and
infusing capital to accelerate efficiencies. Related to this, we are employing a more metrics-based approach and
driving toward more formal standardized operating practices.
• Accelerate Our Growth: We are continuing to advance new product development across our brands, selectively
expanding our verticals and channels, including healthcare and e-commerce, and driving commercial excellence. We
believe by being our customers’ first choice for shaping places that bring collaboration, discovery, wellness and
relaxation to life, we will capture greater market share.
•
Transformation Restructuring Plan - In June 2019, we announced a transformation restructuring plan that is expected to
optimize resources for future growth, improve efficiency, and build capabilities across our organization. We believe the
transformation restructuring plan will establish a more cost-efficient structure to better align our operations with our long-
term strategic goals. The efforts are expected to generate annualized pre-tax savings of approximately $10.0 million when
the transformation restructuring plan is fully implemented. We estimate pre-tax restructuring charges incurred through the
end of fiscal year 2020 will be approximately $8.0 million to $9.0 million. The transformation restructuring plan includes
the following:
• Our overall manufacturing facility footprint is being reviewed to reduce excess capacity and gain efficiencies. We plan
to exit a leased seating manufacturing facility in Martinsville, Virginia in the second half of fiscal year 2020 and are
evaluating our production capabilities and capacity across our organization to identify additional opportunities.
• The creation of center-led functions for finance, human resources, information technology and legal functions is
expected to result in the standardization of processes and the elimination of duplication. In addition, we are
centralizing our supply chain efforts to maximize supplier value and plan to drive more efficient practices and
operations within our logistics function.
• Kimball brand selling resources are being reallocated to higher-growth markets. We also plan to exit four leased
furniture showrooms across our brands during fiscal year 2020.
• On October 23, 2018, our Board of Directors (“Board”) appointed Kristine L. Juster as Chief Executive Officer, effective
November 1, 2018, to succeed Robert F. Schneider who retired as Chief Executive Officer and Chairman of the Board on
October 31, 2018. Ms. Juster, an independent member of the Board and a member of the Audit Committee from April 2016
until her appointment as Chief Executive Officer, continues to serve as a member of the Board. Ms. Juster served for over
20 years as a Global Executive at Newell Brands, Inc., a leading global consumer goods and commercial products
company (“Newell”), until her retirement from Newell in April 2018. During her tenure at Newell, Ms. Juster served as
President of the Global Writing Segment from May 2014 until her retirement in April 2018, as President of Newell’s Baby
and Parent Segment from November 2011 to April 2014, and in other roles of increasing responsibility since joining
Newell in 1995, including serving as President of Newell’s Home Décor Segment and President of Newell’s Culinary
Lifestyles Segment.
•
Productivity and lean initiatives resulted in approximately $10 million of cost savings in fiscal year 2019. These initiatives
included investments in equipment and automation at our production facilities to improve production flow and increase
22
efficiency, improvements in transportation and warehousing processes, and other various lean initiatives across all areas of
our Company.
• On October 26, 2018, we acquired substantially all of the assets and assumed certain specified limited liabilities of David
Edward Furniture, Inc. (“David Edward”), which is headquartered in Baltimore, Maryland. David Edward is a premier
designer and manufacturer of contract furniture, sold in the healthcare, corporate, education, and premium hospitality
markets. David Edward products are sold primarily in the North American market. David Edward’s products are generally
specified by architects and designers, represented through a network of independent representatives, and sold through
authorized furniture dealerships. The David Edward product portfolio consists of classic and contemporary designs,
focused primarily in the seating, tables, and ancillary furniture categories. In conjunction with the asset acquisition, we
leased the two existing David Edward production facilities in Baltimore, Maryland and Red Lion, Pennsylvania. See Note
2 - Acquisitions in the Notes to Consolidated Financial Statements for additional information.
• On November 6, 2017, we successfully completed the acquisition of certain assets of D’style, Inc. (“D’style”) and all of the
capital stock of Diseños de Estilo S.A. de C.V., which included administrative and sales offices and warehousing in Chula
Vista, California and a manufacturing location in Tijuana, Mexico. The acquisition expanded our hospitality offerings
beyond guest rooms to public spaces and provided new mixed material manufacturing capabilities. See Note 2 -
Acquisitions in the Notes to Consolidated Financial Statements for additional information.
• On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act reduced federal
corporate income tax rates effective January 1, 2018 and changed numerous other provisions. Because we have a June 30
fiscal year-end, the lower corporate income tax rate was phased in, resulting in a U.S. statutory federal tax rate of
28.1% for our fiscal year ended June 30, 2018. The statutory federal tax rate was 21.0% for our fiscal year ended June 30,
2019 and will be the same in subsequent years.
• We expect commodity prices to moderate, but we will continue to be exposed to fluctuations in transportation costs, which
vary based upon freight carrier capacity and fuel prices. We utilize both steel and aluminum in our products, most of which
is sourced domestically. The U.S. originally imposed tariffs of 25% on steel and 10% on aluminum imported from several
countries effective June 2018. The government expanded its list of products subject to tariffs to include furniture products,
parts, and components at a 10% rate effective September 2018, increasing to a 25% rate effective June 2019. The U.S.
government continues to evaluate the ongoing need for tariffs, and if further tariffs are assessed, the landed cost of our
products could increase materially, which would reduce our net income if we are unable to mitigate the additional cost. We
are actively striving to offset increases in the cost of these materials through supplier negotiations, global sourcing
initiatives, product re-engineering and parts standardization, and price increases on our products.
• On February 4, 2019, we received notification from the U.S. General Services Administration Office of Inspector General
(“GSA OIG”) in response to our self-reporting in 2016 of subcontractor reporting noncompliance and inaccuracies. The
GSA OIG Contractor Reporting Program reviewed the information we provided and determined that the government’s
interest was sufficiently protected and, as a result, the review of the matter against Kimball International has been
terminated.
• Due to the contract and project nature of furniture markets, fluctuation in the demand for our products and variation in the
gross margin on those projects is inherent to our business, which in turn impacts our operating results. Effective
management of our manufacturing capacity is and will continue to be critical to our success. See below for further details
regarding current sales and open order trends.
• We expect to continue to invest in capital expenditures prudently, including potential acquisitions, that would enhance our
capabilities and diversification while providing an opportunity for growth and improved profitability.
• We have a strong focus on cost control and closely monitor market changes and our liquidity in order to proactively adjust
our operating costs, discretionary capital spending, and dividend levels as needed. Managing working capital in
conjunction with fluctuating demand levels is likewise key.
• We continue to maintain a strong balance sheet. Our short-term liquidity available, represented as cash, cash equivalents,
and short-term investments plus the unused amount of our credit facility, was $134.8 million at June 30, 2019.
A comparison of the results of operations and liquidity and capital resources for the fiscal years ended June 30, 2019, June 30,
2018 and June 30, 2017 follows this overview.
23
Results of Operations - Fiscal Year 2019 Compared to Fiscal Year 2018
Our fiscal year 2018 results have been recast to reflect the impact of the adoption of guidance on the recognition of revenue
from contracts with customers using the full retrospective transition method.
(Amounts in Millions)
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Organic Net Sales* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income % . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Operating Income * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted Operating Income % * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net Income as a Percentage of Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Net Income * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted Diluted Earnings Per Share *. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Return on Invested Capital **. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted EBITDA as a Percentage of Net Sales*. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Open Orders ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
At or for the
Year Ended
June 30
2019
2018
% Change
768.1
754.2
254.6
204.1
0.9
49.5
6.4%
53.1
6.9%
39.3
5.1%
41.6
1.06
1.12
38.5%
69.5
9.0%
161.7
$
$
$
$
$
$
$
704.6
704.6
235.6
184.6
—
51.1
7.2%
52.0
7.4%
34.4
4.9%
34.4
0.92
0.92
38.1%
67.0
9.5%
149.9
9%
7%
8%
11%
(3%)
2%
14%
21%
15%
22%
4%
8%
* Items indicated represent Non-GAAP (Generally Accepted Accounting Principles) measurements for fiscal year 2019 and fiscal year 2018.
** Items indicated represent Key Performance Indicators.
See the “Non-GAAP Financial Measures and Other Key Performance Indicators” section below.
Net Sales by End Market Vertical
Year Ended
June 30
(Amounts in Millions)
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
% Change
226.1
92.1
69.8
74.7
110.4
195.0
768.1
$
$
205.9
86.3
67.6
89.5
88.6
166.7
704.6
10%
7%
3%
(17%)
25%
17%
9%
Fiscal year 2019 consolidated net sales were $768.1 million compared to fiscal year 2018 consolidated net sales of $704.6
million, a 9% increase. Organic net sales increased $49.6 million, or 7%, year-over-year due to both higher volume primarily in
our hospitality, healthcare and commercial vertical markets and price increases coupled with lower discounting.
24
Key explanatory comments for our sales by vertical market for fiscal year 2019 compared to fiscal year 2018 follow:
•
Sales growth to the healthcare vertical market was driven by our strategic focus in this marketplace, which included
aligning resources, building relationships, and introducing new healthcare products. The healthcare market continues
to show stability and growth.
• We continue to see strength in the hospitality industry, as we had increased sales in both custom and non-custom
projects driven by our marketing campaigns, the cyclical nature of the hospitality project business and, to a lesser
extent, increased sales of our D’style products.
• New products with particular appeal to the corporate workplace and continued development of our strategic
relationships, as well as overall general growth in this market, drove the higher sales in the commercial vertical
market.
• Both an expanded focus beyond higher education customers and the strength of our new education-centric products
drove the increased sales to the education vertical market. In addition, sales were positively impacted early in fiscal
year 2019, as the timing of the normal education buying season in fiscal year 2018 was delayed and deferred sales into
the first quarter of fiscal year 2019. We also implemented a new program designed to drive early engagement by our
sales representatives in education opportunities during fiscal 2019, which we believe positively impacted our sales to
this vertical market.
• Our sales to the finance vertical market increased as large financial institutions continued to invest in their office
environments.
• Government vertical market sales declined primarily due to decreased federal government sales in part due to a
decrease in average project size and a partial shift in our focus to other markets.
• Each of our vertical market sales levels can fluctuate depending on the mix of projects in a given period.
Open orders at June 30, 2019 increased 8%, or 6% on an organic basis, when compared to the open order level as of June 30,
2018, primarily due to higher office furniture backlog driven by increased organic orders and, to a lesser extent, order backlog
of David Edward products. Open orders at a point in time may not be indicative of future sales trends.
In fiscal year 2019, we recorded net income of $39.3 million, or $1.06 per diluted share, inclusive of after-tax Chief Executive
Officer (“CEO”) transition costs of $1.5 million, or $0.04 per diluted share, and after-tax restructuring costs of $0.7 million, or
$0.02 per diluted share. Excluding the CEO transition costs and restructuring costs, our adjusted net income for fiscal year
2019 was $41.6 million, or $1.12 per diluted share. In fiscal year 2018, we recorded net income of $34.4 million, or $0.92 per
diluted share. See the “Non-GAAP Financial Measures and Other Key Performance Indicators” section below.
Gross profit as a percent of net sales decreased 30 basis points in fiscal year 2019 compared to fiscal year 2018, primarily due
to increased transportation, commodity and tariff costs, increased employee costs, including healthcare and the negative impact
of the David Edward acquisition on gross margin, which we expect will continue in the short-term until productivity
improvements and synergies are realized. Our gross margin was favorably impacted by increased product pricing, the savings
realized from our cost reduction initiatives, and the leverage gained on higher sales volumes.
As a percent of net sales, selling and administrative expenses in fiscal year 2019 compared to fiscal year 2018 increased 40
basis points. In absolute dollars, selling and administrative spending increased 11%, primarily due to increased retirement and
incentive compensation as a result of achieving higher earning levels, the incremental selling and administrative expenses
resulting from the D’style and David Edward acquisitions, higher salary expense, the CEO transition costs incurred in fiscal
year 2019, and higher commission expense resulting from higher sales levels. In addition, fiscal year 2018 included a $1.0
million higher gain on the sale of assets than was recorded in fiscal year 2019.
In June 2019, we announced a transformation restructuring plan that is expected to optimize resources for future growth,
improve efficiency, and build capabilities across our organization. We believe the transformation restructuring plan will
establish a more cost-efficient structure to better align our operations with our long-term strategic goals. We recognized pre-tax
restructuring expense of $0.9 million in fiscal year 2019 related to our transformation restructuring plan. See Note 3 -
Restructuring Expense of Notes to Consolidated Financial Statements for further information on our transformation
restructuring plan.
25
Other income (expense), net consisted of the following:
Other Income (Expense), net
(Amounts in Thousands)
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Supplemental Employee Retirement Plan Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended
June 30
2019
2018
1,931
(174)
673
(235)
2,195
$
$
1,057
(221)
980
(554)
1,262
Our fiscal year 2018 results of operations included the impact of the enactment of the Tax Act, which was signed into law on
December 22, 2017. The Tax Act reduced federal corporate income tax rates effective January 1, 2018 and changed numerous
other provisions. Because we have a June 30 fiscal year-end, the lower corporate income tax rate was phased in, resulting in a
U.S. statutory federal tax rate of 28.1% for our fiscal year ended June 30, 2018, and 21.0% for our fiscal year ended June 30,
2019 and subsequent fiscal years. Our fiscal year 2018 included approximately $3.3 million in reduced income tax expense to
reflect federal taxes on taxable income at the lower blended effective tax rate, partially offset by a discrete tax impact of $1.8
million in additional expense as a result of applying the new lower federal income tax rates to our net deferred tax assets.
Our fiscal year 2019 effective tax rate of 23.9% was less than the combined federal and state statutory rate in part due to a $0.3
million research and development tax credit. Our fiscal year 2018 effective tax rate was 34.2%, as the benefits of the Tax Act
were partially offset by the negative tax impact of applying the lower federal income tax rates to our net deferred tax assets.
Our fiscal year 2018 effective tax rate also included a $0.6 million benefit resulting from a domestic manufacturing deduction.
Comparing our balance sheets as of June 30, 2019 to June 30, 2018, the $7.3 million increase in our inventory balance was
primarily driven by the acquisition of David Edward, new products introduced in fiscal year 2019, and inventory intentionally
purchased prior to the effective date of certain tariffs. Increases in our accrued incentive compensation and retirement were the
largest contributors to the $6.9 million increase in our accrued expenses balance.
26
Results of Operations - Fiscal Year 2018 Compared to Fiscal Year 2017
Our fiscal year 2018 and fiscal year 2017 results have been recast to reflect the impact of the adoption of guidance on the
recognition of revenue from contracts with customers using the full retrospective transition method.
(Amounts in Millions)
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Organic Net Sales* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring Gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income % . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Operating Income * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted Operating Income % * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net Income as a Percentage of Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Net Income * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted Diluted Earnings Per Share *. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Return on Invested Capital** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA*. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted EBITDA as a Percentage of Net Sales*. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Open Orders ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
* Items indicated represent Non-GAAP measurements for fiscal year 2018 and fiscal year 2017.
** Items indicated represent Key Performance Indicators.
See the “Non-GAAP Financial Measures and Other Key Performance Indicators” section below.
Net Sales by End Market Vertical
At or for the
Year Ended
June 30
2018
2017
% Change
704.6
691.5
235.6
184.6
—
51.1
7.2%
52.0
7.4%
34.4
4.9%
34.4
0.92
0.92
38.1%
67.0
9.5%
149.9
$
$
$
$
$
$
$
693.0
693.0
237.9
183.0
(1.8)
56.7
8.2%
56.0
8.1%
37.5
5.4%
36.4
0.99
0.96
40.7%
71.2
10.3%
2%
—%
(1%)
1%
(10%)
(7%)
(8%)
(5%)
(7%)
(4%)
(6%)
134.3
12%
Year Ended
June 30
(Amounts in Millions)
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Government. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hospitality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018
2017
% Change
205.9
86.3
67.6
89.5
88.6
166.7
704.6
$
$
203.2
81.4
69.3
87.1
98.2
153.8
693.0
1%
6%
(2%)
3%
(10%)
8%
2%
Fiscal year 2018 consolidated net sales were $704.6 million compared to fiscal year 2017 net sales of $693.0 million, a 2%
increase, as $13.0 million of net sales resulting from the D’style acquisition and price increases net of higher discounting more
than offset decreased organic sales volume.
27
Key explanatory comments for our sales by vertical market follow:
•
For fiscal year 2018 compared to fiscal year 2017, increased hospitality vertical market sales were driven by the
acquisition of the D’style business and increases in organic non-custom business, which more than offset a sales
decline in our custom business.
• Government vertical market sales for fiscal year 2018 increased as state and local government sales increased while
sales to the federal government decreased.
• Our sales to the education vertical market increased due to our greater focus on this market, despite educational
funding being diverted to safety and security products which negatively impacted the timing and size of furniture
orders received.
• Although sales in the healthcare vertical market declined in fiscal year 2018 compared to fiscal year 2017, we
experienced a rebound in quoting activity which led to increased shipments and orders in the fourth quarter of our
fiscal year 2018.
• Each of our vertical market sales levels can fluctuate depending on the mix of projects in a given period.
Open orders at June 30, 2018 increased 12% when compared to the open order level as of June 30, 2017 primarily due to higher
hospitality furniture backlog driven by both the D’style acquisition and growth in organic hospitality orders. Excluding an
approximate $2.0 million positive impact from a price increase for one of our brands which took effect on July 2, 2018 and
accelerated orders into our fiscal year 2018, office furniture backlog as of June 30, 2018 was flat.
In fiscal year 2018 we recorded net income of $34.4 million, or $0.92 per diluted share. In fiscal year 2017 we recorded net
income of $37.5 million, or $0.99 per diluted share, inclusive of $1.1 million, or $0.03 per diluted share, of after-tax
restructuring gain from the sale of the Idaho facility. Excluding the non-recurring gain, our adjusted net income for fiscal year
2017 was $36.4 million, or $0.96 per diluted share. See the “Non-GAAP Financial Measures and Other Key Performance
Indicators” section below.
Gross profit as a percent of net sales decreased 90 basis points in fiscal year 2018 compared to fiscal year 2017, as increased
product pricing and lower employee benefit expenses such as healthcare were more than offset by a shift in sales mix to lower
margin products, freight cost increases, higher discounting, and an increase in our last-in first-out (“LIFO”) inventory reserve.
See Note 7 - Inventories of Notes to Consolidated Financial Statements for more information on LIFO inventory.
As a percent of net sales, selling and administrative expenses in fiscal year 2018 compared to fiscal year 2017 decreased 20
basis points due to the increased sales volumes. In absolute dollars selling and administrative spending increased 1% as the
additional selling and administrative expenses of the D’style acquisition, higher salary expense, and higher marketing
expenditures to grow the business were partially offset by lower incentive compensation costs. During fiscal year 2018 we
recognized a $1.7 million pre-tax gain on the sale of an administrative building, and in fiscal year 2017 we recognized $1.2
million of gains on the sale of land.
Fiscal year 2017 included a pre-tax restructuring gain of $1.8 million which included a gain on the sale of our Post Falls, Idaho
facility and land of $2.1 million partially offset by restructuring expense of $0.3 million. See Note 3 - Restructuring Expense of
Notes to Consolidated Financial Statements for further information on restructuring.
Other income (expense), net consisted of the following:
Other Income (Expense), net
(Amounts in Thousands)
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Supplemental Employee Retirement Plan Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended
June 30
2018
2017
1,057
(221)
980
(554)
1,262
$
$
536
(37)
1,215
(359)
1,355
Our fiscal year 2018 results of operations included the impact of the enactment of the Tax Act, which was signed into law on
December 22, 2017. The Tax Act reduced federal corporate income tax rates effective January 1, 2018 and changed numerous
other provisions. Because we have a June 30 fiscal year-end, the lower corporate income tax rate was phased in, resulting in a
U.S. statutory federal tax rate of 28.1% for our fiscal year ending June 30, 2018. Our fiscal year 2018 included approximately
28
$3.3 million in reduced income tax expense to reflect federal taxes on current year taxable income at the lower blended
effective tax rate, partially offset by a discrete tax impact of $1.8 million in additional expense as a result of applying the new
lower federal income tax rates to our net deferred tax assets.
Our fiscal year 2018 effective tax rate was 34.2%, as the benefits of the Tax Act were partially offset by the negative tax impact
of applying the lower federal income tax rates to our net deferred tax assets. Our fiscal year 2018 effective tax rate also
included a $0.6 million benefit resulting from a domestic manufacturing deduction. Our fiscal year 2017 effective tax rate was
35.4% and included the benefit of $1.5 million resulting from a domestic manufacturing deduction. The Tax Act repealed the
domestic manufacturing deduction.
Liquidity and Capital Resources
Our total cash, cash equivalents, and short-term investments increased to $106.3 million at June 30, 2019 from $87.3 million at
June 30, 2018, primarily due to $65.0 million of cash flows from operations during fiscal year 2019, which were partially offset
by capital expenditures, including capitalized software, of $21.0 million in fiscal year 2019, the return of capital to shareholders
in the form of stock repurchases and dividends totaling $20.6 million in fiscal year 2019, and a $4.3 million cash outflow for
the David Edward acquisition, which has been adjusted for certain post-closing working capital adjustments.
Working capital at June 30, 2019 was $96.5 million compared to working capital of $85.1 million at June 30, 2018. The current
ratio was 1.7 at both June 30, 2019 and June 30, 2018.
Our short-term liquidity available, represented as cash, cash equivalents, and short-term investments plus the unused amount of
our credit facility, totaled $134.8 million at June 30, 2019. At June 30, 2019, we had $1.5 million in letters of credit
outstanding, which reduced our borrowing capacity on the credit facility. We had no credit facility borrowings outstanding as of
June 30, 2019 or June 30, 2018.
Cash Flows
The following table reflects the major categories of cash flows for fiscal years 2019, 2018, and 2017.
(Amounts in thousands)
Net cash provided by operating activities . . . . . . . . . . . . . . . .
Net cash used for investing activities . . . . . . . . . . . . . . . . . . .
Net cash used for financing activities . . . . . . . . . . . . . . . . . . .
$
$
$
Cash Flows from Operating Activities
Year Ended
June 30
2018
2019
$
64,967
(22,186) $
(22,265) $
$
46,866
(34,764) $
(21,869) $
2017
64,844
(36,215)
(13,362)
For fiscal years 2019 and 2018, net cash provided by operating activities was $65.0 million and $46.9 million, respectively,
fueled by net income of $39.3 million and $34.4 million, respectively. Changes in working capital balances provided $8.8
million of cash in fiscal year 2019. In fiscal year 2018, changes in working capital balances used $15.2 million and a reduction
in deferred income tax and other deferred charges increased cash flow by $9.1 million. Cash generated from operating activities
in fiscal year 2017 totaled $64.8 million, which was impacted by net income of $37.5 million, and changes in working capital
balances provided $10.1 million of cash.
The $8.8 million of cash provided by changes in working capital balances in fiscal year 2019 was primarily driven by a
combined $4.6 million increase in accrued annual cash incentive compensation and accrued retirement plan contributions and a
$6.1 million reduction in prepaid income taxes.
The $15.2 million of cash used as a result of changes in working capital balances in fiscal year 2018 was partially driven by an
increase of $6.7 million in prepaid expenses and other current assets primarily due to an overpayment of estimated income
taxes for fiscal year 2018. Statutory federal tax rates declined in the latter half of fiscal year 2018 as the Tax Act was enacted,
and we accelerated certain deductions into fiscal year 2018 to take advantage of higher tax rates in fiscal year 2018 versus
fiscal year 2019. Also contributing was an increase of $5.7 million in our accounts receivable balance, primarily driven by
increased sales toward the end of fiscal year 2018.
The $10.1 million of cash provided by changes in working capital balances in fiscal year 2017 was primarily driven by a
combined $5.7 million increase in accrued annual cash incentive compensation and accrued retirement plan contributions.
29
Our measure of accounts receivable performance, also referred to as Days Sales Outstanding (“DSO”), for the fiscal years
ended June 30, 2019 and June 30, 2018 were 28 days and 27 days, respectively. We define DSO as the average of monthly
accounts and notes receivable divided by an average day’s net sales. Our Production Days Supply on Hand (“PDSOH”) of
inventory measure for the fiscal years ended June 30, 2019 and June 30, 2018 were 44 and 42 days, respectively. We define
PDSOH as the average of the monthly net inventory divided by an average day’s cost of sales.
Cash Flows from Investing Activities
During fiscal year 2019, we invested $40.8 million in available-for-sale securities, and $42.4 million matured. During fiscal
year 2018, we invested $42.5 million in available-for-sale securities, and $42.8 million matured. During fiscal year 2017, we
invested $42.1 million in available-for-sale securities, and $5.9 million matured. Our short-term investments included
municipal bonds, certificates of deposit purchased in the secondary market, and U.S. Treasury and federal agency securities.
During fiscal year 2019, we had a cash outflow of $4.3 million for the David Edward acquisition, while during fiscal year 2018
we had a cash outflow of $18.2 million for the D’style acquisition. During fiscal years 2019, 2018, and 2017, we received
proceeds from the sale of assets net of selling expenses of $1.3 million, $5.8 million, and $13.2 million respectively, the
majority of which related to the sale of a series of Internet protocol addresses in fiscal year 2019, the sale of our fleet of over-
the-road tractors and trailers in fiscal year 2018, and the sale of our Idaho facility in fiscal year 2017, respectively. During fiscal
years 2019, 2018, and 2017, we reinvested $21.0 million, $22.3 million, and $12.7 million, respectively, into capital
investments for the future. The capital investments in both fiscal year 2019 and 2018 were primarily for facility improvements,
such as renovations to our corporate headquarters and showrooms, and various manufacturing equipment upgrades to increase
automation in production facilities, which is expected to yield future benefits. The capital investments during fiscal year 2017
were primarily for facility improvements such as renovations to showrooms and our corporate headquarters, various
manufacturing equipment, and replacements of tractors and trailers in our fleet.
Cash Flows from Financing Activities
We paid $11.4 million of dividends in fiscal year 2019 compared to paying $10.1 million of dividends in fiscal year 2018 and
$8.8 million of dividends in fiscal year 2017. Consistent with our historical dividend policy, our Board of Directors evaluates
the appropriate dividend payment on a quarterly basis. We repurchased shares pursuant to a previously announced stock
repurchase program, which drove cash outflow of $9.1 million in fiscal year 2019, $8.9 million in fiscal year 2018, and $6.7
million in fiscal year 2017.
Credit Facility
We maintain a $30.0 million credit facility with a maturity date of October 2019 that allows for both issuances of letters of
credit and cash borrowings. This facility provides an option to increase the amount available for borrowing to $55.0 million at
our request, subject to the consent of the participating banks. At June 30, 2019, we had $1.5 million in letters of credit
outstanding, which reduced our borrowing capacity on the credit facility. At both June 30, 2019 and June 30, 2018, we had no
borrowings outstanding. We expect to negotiate a new credit facility to replace this credit facility prior to its October 2019
expiration. However, changing conditions in the credit markets or unforeseen circumstances could adversely impact the
replacement of this credit facility.
The credit facility requires us to comply with certain debt covenants, the most significant of which are the adjusted leverage
ratio and the fixed charge coverage ratio. The adjusted leverage ratio is defined as (a) consolidated total indebtedness minus
unencumbered U.S. cash on hand in the U.S. in excess of $15,000,000 to (b) consolidated EBITDA (as defined in the credit
agreement), determined as of the end of each of our fiscal quarters for the then most recently ended four fiscal quarters, and
may not be greater than 3.0 to 1.0. The fixed charge coverage ratio is defined as (a) the sum of (i) consolidated EBITDA, minus
(ii) 50% of depreciation expense, minus (iii) taxes paid, minus (iv) dividends and distributions paid, to (b) the sum of (i)
scheduled principal payments on indebtedness due and/or paid, plus (ii) interest expense, calculated on a consolidated basis in
accordance with U.S. GAAP, determined as of the end of each of our fiscal quarters for the trailing four fiscal quarters then
ending, and may not be less than 1.10 to 1.00. We were in compliance with all debt covenants of the credit facility during fiscal
year 2019.
30
The table below compares the adjusted leverage ratio and fixed charge coverage ratio with the limits specified in the credit
agreement.
Covenant
Adjusted Leverage Ratio . . . . . . . . . . . . . . . . . . . . . .
Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . .
Future Liquidity
At or For the
Period Ended
June 30, 2019
Limit As Specified in
Credit Agreement
(0.82)
214.42
3.00
1.10
Excess
3.82
213.32
We believe our principal sources of liquidity from available funds on hand and short-term investments, cash generated from
operations, and the availability of borrowing under our credit facility will be sufficient to fund future dividends and meet our
working capital and other operating needs for at least the next 12 months. During fiscal year 2020, we also anticipate cash
outflow of approximately $14.6 million for accrued cash incentive compensation related to our fiscal year 2019 performance
and cash outflow of approximately $5 million for restructuring. During the fourth quarter of fiscal year 2019, our Board of
Directors declared a quarterly dividend of $0.08 per share, which was paid in our first quarter of fiscal year 2020. We will
continue to evaluate market conditions in determining future share repurchases. At June 30, 2019, 2.7 million shares remained
available under the repurchase program. During fiscal year 2020, we expect to continue investments in capital expenditures,
particularly for projects such as our headquarters renovation, showroom renovations, machinery and equipment upgrades and
automation, as well as for potential acquisitions that would enhance our capabilities and diversification while providing an
opportunity for growth and improved profitability.
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, the impact of changes in tariffs, lack of availability of raw material
components in the supply chain, loss of key contract customers, and other unforeseen circumstances. In particular, should
demand for our products decrease significantly over the next 12 months, the available cash provided by operations could be
adversely impacted.
Non-GAAP Financial Measures and Other Key Performance Indicators
This Management’s Discussion and Analysis (“MD&A”) contains non-GAAP financial measures. A non-GAAP financial
measure is a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different
than the most directly comparable measure calculated and presented in accordance with U.S. GAAP in the statements of
income, statements of comprehensive income, balance sheets, statements of cash flows, or statements of shareholders’ equity of
the company. The non-GAAP financial measures used within this MD&A include (1) organic net sales, defined as net sales
excluding the acquisition-related net sales during the periods for which there were no sales related to such acquisition in the
comparable period; (2) adjusted operating income, defined as operating income excluding restructuring expenses, CEO
transition costs, and market value adjustments related to our Supplemental Employee Retirement Plan (“SERP”) liability; (3)
adjusted operating income percentage, defined as adjusted operating income as a percentage of net sales; (4) adjusted net
income, defined as net income excluding restructuring expenses and CEO transition costs; (5) adjusted diluted earnings per
share, defined as diluted earnings per share excluding restructuring expenses and CEO transition costs; (6) adjusted EBITDA,
defined as earnings before interest, taxes, depreciation, and amortization and excluding restructuring expenses and CEO
transition costs; and (7) adjusted EBITDA percentage, defined as adjusted EBITDA as a percentage of net sales.
Reconciliations of the reported GAAP numbers to these non-GAAP financial measures are included in the table below.
Management believes it is useful for investors to understand and to be able to meaningfully trend, analyze and benchmark how
our core operations performed without market value adjustments related to our SERP liability or expenses incurred in executing
our transformation restructuring plan or our CEO transition. Many of our internal performance measures that management uses
to make certain operating decisions exclude these expenses to enable meaningful trending of core operating metrics. These non-
GAAP financial measures should not be viewed as an alternative to the GAAP measures and are presented as supplemental
information.
31
Reconciliation of Non-GAAP Financial Measures and Other Key Performance Indicators
(Amounts in Thousands, Except for Per Share Data)
Organic Net Sales Compared to the Prior Year
Fiscal Year Ended
June 30,
2019
Net Sales, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: David Edward acquisition net sales (1) . . . . . . . . . . . . . . . . . . . . . . . . .
Less: D’style acquisition net sales (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Organic Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
768,070
9,409
4,476
754,185
(1) Represents David Edward net sales for our fiscal year 2019 second, third and fourth quarters as the
acquisition date was October 26, 2018 thus we did not own David Edward during our first quarter of fiscal
year 2019 nor any quarters during fiscal year 2018.
(2) Represents D’style net sales for our fiscal year 2019 first quarter as the acquisition date was November 6,
2017 thus we did not own D’style during our first quarter of fiscal year 2018.
Fiscal Year Ended
June 30,
2018
Net Sales, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: D’style acquisition net sales (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Organic Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
704,554
13,012
691,542
(3) Represents D’style net sales for our fiscal year 2018 second, third and fourth quarters as the acquisition
date was November 6, 2017 thus we did not own D’style during our first quarter of fiscal year 2018 nor any
quarters during fiscal year 2017.
32
Adjusted Operating Income
Fiscal Year Ended
2019
Operating Income, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49,475
937
Add: Pre-tax Restructuring (Gain) Expense. . . . . . . . . . . . . . . . . . . . . . . . . .
Add: Pre-tax Expense Adjustment to SERP Liability . . . . . . . . . . . . . . . . . .
673
Add: Pre-tax CEO Transition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,046
Adjusted Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,131
Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 768,070
Adjusted Operating Income % . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.9%
June 30,
2018
$ 51,063
—
980
—
$ 52,043
$ 704,554
2017
$ 56,663
(1,832)
1,215
—
$ 56,046
$ 692,967
7.4%
8.1%
Adjusted Net Income
Fiscal Year Ended
June 30,
2019
2018
2017
Net Income, as reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,344
2,046
(527)
1,519
Pre-tax CEO Transition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax on CEO Transition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: After-tax CEO Transition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pre-tax Restructuring (Gain) Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .
937
(241)
Tax on Restructuring (Gain) Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: After-tax Restructuring (Gain) Expense . . . . . . . . . . . . . . . . . . . . . . . .
696
Adjusted Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,559
$ 34,439
$ 37,506
—
—
—
—
—
—
$ 34,439
—
—
—
(1,832)
713
(1,119)
$ 36,387
Adjusted Diluted Earnings Per Share
Diluted Earnings Per Share, as reported. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Add: After-tax CEO Transition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add: After-tax Restructuring (Gain) Expense . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Diluted Earnings Per Share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fiscal Year Ended
June 30,
2018
$
$
0.92
—
—
0.92
2019
1.06
0.04
0.02
1.12
2017
0.99
—
(0.03)
0.96
$
$
33
Earnings Before Interest, Taxes, Depreciation, and Amortization and
excluding Restructuring Expense and CEO Transition Costs
(“Adjusted EBITDA”)
Fiscal Year Ended
2019
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,344
Provision for Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,326
Income Before Taxes on Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pre-tax CEO Transition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,046
Pre-tax Restructuring (Gain) Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
937
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69,476
Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 768,070
Net Income as a Percentage of Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA as a Percentage of Net Sales . . . . . . . . . . . . . . . . . . . . . .
51,670
174
(1,931)
14,803
1,777
5.1%
9.0%
June 30,
2018
$ 34,439
17,886
52,325
221
(1,057)
13,701
1,769
—
—
$ 66,959
$ 704,554
2017
$ 37,506
20,512
58,018
37
(536)
14,482
1,071
—
(1,832)
$ 71,240
$ 692,967
4.9%
9.5%
5.4%
10.3%
The open orders metric is a key performance indicator representing firm orders placed by our customers which have not yet
been fulfilled and are expected to be recognized as revenue during future quarters. The timing of shipments can vary, but
generally open orders are expected to ship within a twelve-month period.
Return on Invested Capital is a key performance indicator calculated as: [(Earnings Before Interest, Taxes and Amortization)
multiplied by (1 minus Effective Tax Rate)] divided by (Total Shareholders’ Equity plus Net Debt). Net Debt is defined as
current maturities of long-term debt plus long-term debt less cash, cash equivalents, and short-term investments.
Fair Value
During fiscal year 2019, no financial instruments were affected by a lack of market liquidity. Financial assets classified as level
1 assets were valued using readily available market pricing. For commercial paper and available-for-sale securities classified as
level 2 assets, the fair values were determined based on market data using evaluated pricing models and incorporating available
trade, bid, and other market information. We evaluated the inputs used to value the instruments and validated the accuracy of
the instrument fair values based on historical evidence. The investment in stock warrants and equity securities without readily
determinable fair value of a privately-held company are classified as level 3 financial assets. The stock warrants are accounted
for as a derivative instrument valued on a recurring basis considering the pricing of recent purchases or sales, if any, of the
investment, as well as positive and negative qualitative evidence, while the equity securities without readily determinable fair
value are accounted for as a cost-method investment which carries the securities at cost, except in the event of impairment. The
contingent earn-out liability incurred in the acquisition of D’style is classified as a level 3 financial liability and is valued based
on a valuation model that measures the present value of the probable cash payments based upon the forecasted operating
performance of the D’style acquisition and a discount rate that captures the risk associated with the liability.
See Note 13 - Fair Value of Notes to Consolidated Financial Statements for more information.
34
Contractual Obligations
The following table summarizes our contractual obligations as of June 30, 2019.
(Amounts in Millions)
Recorded Contractual Obligations: (a)
Long-Term Debt Obligations (b) . . . . . . . . . . . . . . . . . . . . . . . $
Other Long-Term Liabilities Reflected on the Balance
Sheet (c) (d) (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecorded Contractual Obligations:
18.8
5.5
Operating Leases (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase Obligations (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
22.8
54.0
95.8
4.6
40.9
51.0
$
(a) As of June 30, 2019, we had no capital lease obligations.
Payments Due During Fiscal Years Ending June 30
Total
2020
2021-2022
2023-2024 Thereafter
0.2
$ —
$
0.1
$
0.1
$ —
3.7
8.3
6.7
3.0
6.1
6.4
6.6
3.8
—
$ 18.8
$ 15.6
$ 10.4
(b) Refer to Note 10 - Long-Term Debt and Credit Facilities of Notes to Consolidated Financial Statements for more
information regarding long-term debt obligations. Accrued interest is also included on the Long-Term Debt Obligations
line. The fiscal year 2020 amount includes less than $0.1 million of long-term debt obligations due in fiscal year 2020,
which were recorded as a current liability.
(c)
The timing of payments of certain items included on the “Other Long-Term Liabilities Reflected on the Balance Sheet”
line above is estimated based on the following assumptions:
• The timing of long-term SERP payments is estimated based on an assumed retirement age of 62 with payout
based on the prior distribution elections of participants. The fiscal year 2020 amount includes $3.1 million for
SERP payments recorded as current liabilities.
• The timing of severance plan payments is estimated based on the average remaining service life of employees.
The fiscal year 2020 amount includes $0.6 million for employee transition payments related to the transformation
restructuring plan and $0.5 million for severance payments, which were both recorded as current liabilities.
• The timing of warranty payments is estimated based on historical data. The fiscal year 2020 amount includes $0.8
million for short-term warranty payments recorded as a current liability.
• The timing of the earn-out liability is contingent upon D’style’s operating income for fiscal year 2019 compared
to a predetermined target. The amount in the fiscal year 2020 column in the above table includes $0.4 million for
earn-out payments recorded as a current liability.
(d)
(e)
(f)
Excludes $1.6 million of long-term unrecognized tax benefits and associated accrued interest and penalties along with
deferred tax liabilities and miscellaneous other long-term tax liabilities which are not tied to a contractual obligation and
for which we cannot make a reasonably reliable estimate of the period of future payments.
Refer to Note 9 - Commitments and Contingent Liabilities of Notes to Consolidated Financial Statements for more
information regarding operating leases and certain other long-term liabilities. Executory costs such as property taxes and
maintenance are excluded from the operating lease obligations.
Purchase Obligations are defined as agreements to purchase goods or services that are enforceable and legally binding
and that specify all significant terms. The amounts listed above for purchase obligations include contractual
commitments for items such as raw materials, supplies, capital expenditures, services, and software acquisitions/license
commitments. Cancellable purchase obligations that we intend to fulfill are also included in the purchase obligations
amount listed above through fiscal year 2024.
Off-Balance Sheet Arrangements
Our off-balance sheet arrangements are limited to standby letters of credit and operating leases entered into in the normal
course of business. These arrangements do not have a material current effect and are not reasonably likely to have a material
future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. See Note 9 -
Commitments and Contingent Liabilities of Notes to Consolidated Financial Statements for more information on the standby
letters of credit and operating leases. We do not have material exposures to trading activities of non-exchange traded contracts.
35
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. 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 our Board of Directors and with our independent registered public accounting firm.
Revenue recognition - Effective at the beginning of fiscal year 2019, we adopted guidance on the recognition of revenue from
contracts with customers, using a full retrospective method. Under the new guidance, revenue is measured as the amount of
consideration we expect to receive in exchange for transferring distinct goods or providing services to customers. Our revenue
consists substantially of product sales, and is reported net of sales discounts, rebates, incentives, returns, and other allowances
offered to customers. We recognize revenue when performance obligations under the terms of contracts with our customers are
satisfied, which occurs when control passes to a customer to enable them to direct the use of and obtain benefit from the
product. This typically occurs when a customer obtains legal title, obtains the risks and rewards of ownership, has received the
goods according to the contractual shipping terms either at the shipping point or destination, and is obligated to pay for the
product. Shipping and handling activities are recognized as fulfillment activities and are expensed at the time revenue is
recognized. We recognize sales net of applicable sales taxes and similar revenue-based taxes.
We use judgment in estimating the reduction in net sales driven by customer rebate and incentive programs. Judgments
primarily include expected sales levels to be achieved and the corresponding rebate and incentive amounts expected to be
earned by dealers and salespersons.
We also use judgment in estimating a reserve for returns and allowances which is recorded at the time of the sale, based on
estimated product returns and price concessions. The reserve for returns and allowances is recorded in accrued expenses on the
Consolidated Balance Sheets, and the expense is recorded as a reduction of net sales in the Consolidated Statements of Income.
We perform ongoing credit evaluations of our customers and impair receivable balances by recording specific allowances for
bad debts based on judgment using factors such as current trends, the length of time the receivables are past due, and historical
collection experience. The allowance for accounts receivable balances that are determined likely to be uncollectible are a
reduction in the receivables line of the Consolidated Balance Sheets, and the expense is recorded in selling and administrative
expenses in the Consolidated Statements of Income.
Self-insurance reserves - We are self-insured up to certain limits for automobile and general liability, workers’ compensation,
and certain employee health benefits such as 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. Changes in assumptions for such matters as a result of increased medical costs and
changes in actual experience could cause these estimates to change and reserve levels to be adjusted accordingly. At June 30,
2019 and June 30, 2018, our accrued liabilities for self-insurance exposure were $3.8 million and $4.1 million, respectively.
Taxes - Deferred income taxes 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. The deferred
taxes 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 $1.8 million at June 30, 2019 and $1.9 million at June 30, 2018.
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, we
may assess qualitative factors to determine if it is more likely than not that the fair value is less than its carrying amount. We
also have the option to bypass the qualitative assessment and proceed directly to performing the quantitative goodwill
36
impairment test. We compare the carrying value of the reporting unit to the reporting unit’s fair value to identify impairment. If
the fair value of the reporting unit is less than the carrying value, goodwill is written down to its fair value. Goodwill is
assigned to and the fair value is tested at the reporting unit level. The fair value is established primarily using a discounted cash
flow analysis and secondarily a market approach utilizing current industry information. The calculation of the fair value of the
reporting unit considers current market conditions existing at the assessment date. During fiscal years 2019 and 2018, no
goodwill impairment was recognized. At June 30, 2019 and June 30, 2018, goodwill totaled $11.2 million and $8.8 million,
respectively.
New Accounting Standards
See Note 1 - 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
Interest Rate Risk: We hold an investment portfolio of available-for-sale securities, comprised of municipal bonds, certificates
of deposit purchased in the secondary market, U.S. Treasury and federal agency securities. As of June 30, 2019, the fair value
of the investment portfolio was $33.1 million. Our investment policy dictates that municipal bonds, U.S. Treasury and federal
agency securities must be investment grade quality, and all certificates of deposit are Federal Deposit Insurance Corporation
insured. These securities are fixed income instruments and will decline in value if market interest rates increase. A hypothetical
100 basis point increase in an annual period in market interest rates from levels at June 30, 2019 would cause the fair value of
these investments to decline by an immaterial amount. Further information on investments is provided in Note 15 - Investments
of Notes to Consolidated Financial Statements.
We also hold a total investment of $2.0 million in a privately-held company, consisting of $0.5 million in equity securities
without readily determinable fair value and $1.5 million in stock warrants. The fair value of the investment may fluctuate due
to events and changes in circumstances, but we have incurred no impairment during fiscal year 2019 or 2018.
Commodity Risk: We are exposed to market risk with respect to commodity price fluctuations for components used in the
manufacture of our products, primarily related to wood and wood-related components, steel, aluminum, and plastics. These
components are impacted by global pricing pressures and general economic conditions. The U.S. originally imposed tariffs of
25% on steel and 10% on aluminum imported from several countries effective June 2018. The government expanded its list of
products subject to tariffs to include furniture products, parts, and components at a 10% rate effective September 2018,
increasing to a 25% rate effective June 2019. The U.S. government continues to evaluate the ongoing need for tariffs, and if
further tariffs are assessed the landed cost of our products could increase materially, which would reduce our net income if we
are unable to mitigate the additional cost. We are actively striving to offset increases in the cost of these materials through
supplier negotiations, global sourcing initiatives, product re-engineering and parts standardization, and price increases on our
products. We are also exposed to fluctuations in transportation costs, which vary based upon freight carrier capacity and fuel
prices. Transportation costs are managed by optimizing logistics and supply chain planning, and increasing prices on our
products.
Foreign Exchange Rate Risk: We have minimal foreign currency risk and held no derivative securities as of June 30, 2019 and
an immaterial amount of derivative instruments as of June 30, 2018. Further information on derivative financial instruments is
provided in Note 14 - Derivative Instruments of Notes to Consolidated Financial Statements.
37
Item 8 - Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Management's Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of June 30, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for Each of the Three Years in the Period Ended June 30, 2019 . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended June 30, 2019
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended June 30, 2019 . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for Each of the Three Years in the Period Ended June 30, 2019. . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page No.
39
40
42
43
44
45
46
47
38
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Kimball International, 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 appropriately. 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, by our staff of internal auditors, as well as by the independent registered public accounting firm in
connection with their annual audit.
Management’s assessment of the effectiveness of internal control over financial reporting excluded David Edward Furniture,
Inc. (“David Edward”), an acquisition completed in October 2018. We acquired substantially all of the assets and assumed
certain specified limited liabilities of David Edward. This acquisition represented 2% of consolidated total assets and 1% of
consolidated net sales of the Company as of and for the year ended June 30, 2019. Under guidelines established by the
Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal
control over financial reporting within one year of the date of the acquisition.
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, 2019.
Deloitte & Touche LLP, our independent registered public accounting firm, has issued an audit report on our internal control
over financial reporting which is included herein.
/s/ KRISTINE L. JUSTER
Kristine L. Juster
Chief Executive Officer
August 27, 2019
/s/ MICHELLE R. SCHROEDER
Michelle R. Schroeder
Vice President,
Chief Financial Officer
August 27, 2019
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Kimball International, Inc.
Jasper, Indiana
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Kimball International, Inc. and subsidiaries (the
“Company”) as of June 30, 2019 and 2018, the related consolidated statements of income, comprehensive income, cash flows,
and shareholders’ equity, for each of the three years in the period ended June 30, 2019, and the related notes and the schedule
listed in the Index at Item 15 (collectively referred to as the “financial statements”). We also have audited the Company’s
internal control over financial reporting as of June 30, 2019, based on 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, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the
period ended June 30, 2019, 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, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment
the internal control over financial reporting at David Edward Furniture, Inc. (“David Edward”), an acquisition completed in
October 2018. The Company acquired substantially all of the assets and assumed certain specified limited liabilities of David
Edward. This acquisition represented 2% of consolidated total assets and 1% of consolidated net sales of the Company as of
and for the year ended June 30, 2019. Accordingly, our audit did not include the internal control over financial reporting at
David Edward.
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
40
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.
We have served as the Company's auditor since 2002.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
August 27, 2019
41
KIMBALL INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except for Share and Per Share Data)
ASSETS
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowances of $1,321 and $1,317, respectively. . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and Equipment, net of accumulated depreciation of $185,865 and $180,059,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Intangible Assets, net of accumulated amortization of $38,320 and $36,757,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities:
Long-term debt, less current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ Equity:
Common stock-par value $0.05 per share:
Class A - Shares authorized: 50,000,000
Shares issued: 251,000 and 264,000, respectively . . . . . . . . . . . . . . . . . . . . . . . .
Class B - Shares authorized: 100,000,000
Shares issued: 42,773,000 and 42,761,000, respectively . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Treasury stock, at cost, 6,212,000 shares and 5,901,000 shares, respectively . . . . . . . .
Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
See Notes to Consolidated Financial Statements
June 30,
2019
June 30,
2018
$
$
$
73,196
33,071
63,120
46,812
13,105
281
229,585
90,671
11,160
12,108
8,722
12,420
364,666
25
47,916
24,611
3,038
57,494
133,084
136
14,956
15,092
52,663
34,607
62,276
39,509
18,523
281
207,859
84,487
8,824
12,607
4,916
12,767
331,460
23
48,214
21,253
2,662
50,586
122,738
161
15,537
15,698
12
13
2,139
3,570
277,391
1,937
(68,559)
216,490
364,666
$
2,138
1,881
249,945
1,816
(62,769)
193,024
331,460
42
KIMBALL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except for Per Share Data)
Year Ended June 30
2018
2019
2017
Net Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring (Gain) Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense):
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Before Taxes on Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
768,070
513,518
254,552
204,140
937
49,475
1,931
(174)
978
(540)
2,195
51,670
12,326
39,344
Earnings Per Share of Common Stock:
Basic Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.07
1.06
$
$
$
$
704,554
468,923
235,631
184,568
—
51,063
1,057
(221)
953
(527)
1,262
52,325
17,886
34,439
0.92
0.92
$
$
$
$
692,967
455,106
237,861
183,030
(1,832)
56,663
536
(37)
1,276
(420)
1,355
58,018
20,512
37,506
1.00
0.99
Class A and B Common Stock:
Average Number of Shares Outstanding - Basic. . . . . . . . . . . . . . . .
Average Number of Shares Outstanding - Diluted . . . . . . . . . . . . . .
36,842
37,064
37,314
37,494
37,334
37,833
See Notes to Consolidated Financial Statements
43
KIMBALL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss):
Year Ended June 30, 2019
Year Ended June 30, 2018
Year Ended June 30, 2017
Pre-tax
Tax
Net of
Tax
$ 39,344
Pre-tax
Tax
Net of
Tax
$ 34,439
Pre-tax
Tax
Net of
Tax
$ 37,506
Available-for-sale securities . . . . . . . . . . . . . . $
73
$
(19) $
54
$
(11) $
3
$
(8) $
(34) $
13
$
(21)
Postemployment severance actuarial change .
Derivative gain (loss) . . . . . . . . . . . . . . . . . . .
Reclassification to (earnings) loss:
Available-for-sale securities . . . . . . . . . . . . .
Amortization of actuarial change . . . . . . . . .
Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . .
484
(11)
—
(404)
21
(124)
2
—
104
(5)
360
(9)
—
(300)
16
895
(10)
4
(260)
—
(296)
3
(1)
84
—
599
(7)
3
(176)
—
186
—
—
(473)
—
(72)
—
—
184
—
114
—
—
(289)
—
Other comprehensive income (loss) . . . . . $
163
$
(42) $
121
$
618
$
(207) $
411
$
(321) $
125
$
(196)
Total comprehensive income . . . . . . . . . . . . . . .
$ 39,465
$ 34,850
$ 37,310
See Notes to Consolidated Financial Statements
44
KIMBALL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
Cash Flows From Operating Activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
39,344
$
34,439
$
37,506
Year Ended June 30
2018
2019
2017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sales of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax and other deferred charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,803
1,777
(1,117)
—
(3,807)
6,617
(1,456)
(338)
(4,505)
4,894
(1,298)
2,480
7,573
64,967
Cash Flows From Investing Activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(19,693)
Proceeds from sales of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of capitalized software. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,291
(4,288)
(1,278)
(40,778)
42,406
154
Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(22,186)
Cash Flows From Financing Activities:
Change in capital leases and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale-leaseback financing obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid to shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of employee shares for tax withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used for financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash (1) . . . . . . .
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year (1). . . . . . . . . . . . . . . .
Cash, Cash Equivalents, and Restricted Cash at End of Year (1) . . . . . . . . . . . . . . . . . $
(23)
—
(11,435)
(9,132)
(1,675)
(22,265)
20,516
53,321
73,837
$
13,701
1,769
(2,050)
—
9,082
4,179
984
(5,746)
8
(6,741)
3,062
(2,347)
(3,474)
46,866
(21,575)
5,817
(18,201)
(724)
(42,497)
42,839
(423)
(34,764)
(27)
—
(10,084)
(8,936)
(2,822)
(21,869)
(9,767)
63,088
53,321
$
14,482
1,071
(3,148)
241
(1,580)
6,303
(125)
(4,778)
2,876
2,694
1,998
1,891
5,413
64,844
(11,751)
13,200
—
(982)
(42,059)
5,941
(564)
(36,215)
(30)
3,752
(8,783)
(6,665)
(1,636)
(13,362)
15,267
47,821
63,088
(1)The following table reconciles cash and cash equivalents in the balance sheets to cash, cash equivalents, and restricted cash per the statements of cash flows.
The restricted cash included in other assets on the balance sheet represents amounts pledged as collateral for a long-term financing arrangement as
contractually required by a lender. The restriction will lapse when the related long-term debt is paid off. Beginning in the second quarter of fiscal year 2018,
restricted cash also included customer deposits held due to a foreign entity being classified as a restricted entity by a government agency subsequent to our
receipt of the deposit.
(Amounts in Thousands)
June 30,
2019
June 30,
2018
June 30,
2017
June 30,
2016
Cash and Cash Equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Restricted cash included in Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Cash, Cash Equivalents, and Restricted Cash at end of period . . . . . . . . . . $
73,196
641
73,837
$
$
52,663
658
53,321
$
$
62,882
206
63,088
$
$
47,576
245
47,821
See Notes to Consolidated Financial Statements
45
KIMBALL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in Thousands, Except for Share and Per Share Data)
Common Stock
Class A
Class B
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Shareholders’
Equity
Amounts at June 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
14
$ 2,137
$
2,917
$ 205,104
$
1,311
$
(61,615)
$
149,868
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of non-restricted stock (49,000 shares) . . . . . . . . . . . . . . . . . .
Conversion of Class A to Class B
common stock (11,000 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation expense related to stock incentive plans . . . . . . . . . . . .
Performance share issuance (192,000 shares) . . . . . . . . . . . . . . . . . . . .
Restricted share units issuance (61,000 shares). . . . . . . . . . . . . . . . . . .
Repurchase of Common Stock (516,000 shares). . . . . . . . . . . . . . . . . .
Dividends declared ($0.24 per share) . . . . . . . . . . . . . . . . . . . . . . . . . .
37,506
(196)
—
—
(1,205)
6,303
(3,096)
(1,948)
(2,823)
(9,024)
1,204
4,751
1,529
(6,665)
37,506
(196)
(1)
—
6,303
(1,168)
(419)
(6,665)
(9,024)
Amounts at June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
14
$ 2,137
$
2,971
$ 230,763
$
1,115
$
(60,796)
$
176,204
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of non-restricted stock (39,000 shares) . . . . . . . . . . . . . . . . . .
Conversion of Class A to Class B
common stock (16,000 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation expense related to stock incentive plans . . . . . . . . . . . .
Performance share issuance (226,000 shares) . . . . . . . . . . . . . . . . . . . .
Restricted share units issuance (58,000 shares). . . . . . . . . . . . . . . . . . .
Relative total shareholder return performance
units issuance (38,000 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of change in enacted income tax rate to retained
earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of Common Stock (536,000 shares). . . . . . . . . . . . . . . . . .
Dividends declared ($0.28 per share) . . . . . . . . . . . . . . . . . . . . . . . . . .
34,439
411
(1)
1
(624)
4,179
(2,261)
(1,101)
(1,283)
(4,463)
(290)
290
(10,504)
624
4,622
760
957
(8,936)
34,439
411
—
—
4,179
(2,102)
(341)
(326)
—
(8,936)
(10,504)
Amounts at June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
13
$ 2,138
$
1,881
$ 249,945
$
1,816
$
(62,769)
$
193,024
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of non-restricted stock (42,000 shares) . . . . . . . . . . . . . . . . . .
Conversion of Class A to Class B
common stock (13,000 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation expense related to stock incentive plans . . . . . . . . . . . .
Performance share issuance (81,000 shares) . . . . . . . . . . . . . . . . . . . . .
Restricted share units issuance (106,000 shares). . . . . . . . . . . . . . . . . .
Relative total shareholder return performance
units issuance (27,000 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of Common Stock (567,000 shares). . . . . . . . . . . . . . . . . .
Dividends declared ($0.32 per share) . . . . . . . . . . . . . . . . . . . . . . . . . .
39,344
121
(1)
1
(563)
6,617
(1,717)
(2,125)
(523)
(11,898)
552
1,061
1,379
350
(9,132)
39,344
121
(11)
—
6,617
(656)
(746)
(173)
(9,132)
(11,898)
Amounts at June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
12
$ 2,139
$
3,570
$ 277,391
$
1,937
$
(68,559)
$
216,490
See Notes to Consolidated Financial Statements
46
KIMBALL INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements include the accounts of all subsidiaries. All intercompany
balances and transactions have been eliminated in the consolidation.
Prior Period Reclassifications: Our prior period financial statements were recast for the full retrospective adoption of
guidance on the recognition of revenue from contracts with customers. Certain prior period amounts on the Consolidated
Statements of Cash Flows have also been recast to incorporate restricted cash flows and restricted cash balances, as a result of
the retrospective adoption of new accounting guidance.
Operating Segments: We sell a portfolio of furniture products and services under three predominant brands: Kimball, National,
and Kimball Hospitality. We consider each of the three predominant brands to be operating segments which aggregate into one
reportable segment. The brands operate within six market verticals, selling to similar types of customers. Our products and
services are similar in nature and utilize similar production and distribution processes. Our three brands share similar long-term
economic characteristics.
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.
Revenue Recognition: Revenue is measured as the amount of consideration we expect to receive in exchange for transferring
distinct goods or providing services to customers. Our revenue consists substantially of product sales, and is reported net of
sales discounts, rebates, incentives, returns, and other allowances offered to customers. We recognize revenue when
performance obligations under the terms of contracts with our customers are satisfied, which occurs when control passes to a
customer to enable them to direct the use of and obtain benefit from the product. This typically occurs when a customer obtains
legal title, obtains the risks and rewards of ownership, has received the goods according to the contractual shipping terms either
at the shipping point or destination, and is obligated to pay for the product. Shipping and handling activities are recognized as
fulfillment activities and are expensed at the time revenue is recognized. We recognize sales net of applicable sales taxes and
similar revenue-based taxes. We use judgment in estimating the reduction in net sales driven by customer rebate and incentive
programs. Judgments primarily include expected sales levels to be achieved and the corresponding rebate and incentive
amounts expected to be earned by dealers and salespersons. We also use judgment in estimating a reserve for returns and
allowances which is recorded at the time of the sale, based on estimated product returns and price concessions. The reserve for
returns and allowances is recorded in Accrued Expenses on the Consolidated Balance Sheets, and the expense is recorded as a
reduction of Net Sales in the Consolidated Statements of Income. We perform ongoing credit evaluations of our customers and
impair receivable balances by recording specific allowances for bad debts based on judgment using factors such as current
trends, the length of time the receivables are past due, and historical collection experience. The allowance for accounts
receivable balances that are determined likely to be uncollectible are a reduction in the Receivables line of the Consolidated
Balance Sheets, and the expense is recorded in Selling and Administrative Expenses in the Consolidated Statements of Income.
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, money market funds, and
commercial paper. Bank accounts are stated at cost, which approximates fair value, and money market funds and commercial
paper are stated at fair value.
Short-Term Investments: Short-term investments consist primarily of municipal bonds, certificates of deposit purchased in the
secondary market, and U.S. Treasury and federal agency securities. Municipal bonds include general obligation bonds and
revenue bonds, some of which are pre-refunded. U.S. Treasury securities represent Treasury Bills and Notes of the U.S.
government. Federal agency securities represent debt securities of a U.S. government sponsored agency, some of which are
callable. Our investment policy dictates that municipal bonds, U.S. Treasury and federal agency securities must be investment
grade quality. Our secondary market certificates of deposit are classified as investment securities, being purchased in the
secondary market through a broker and available to be sold in the secondary market. All certificates of deposit are FDIC
insured. All investments have maturities exceeding three months and are classified as available-for-sale securities which are
recorded at fair value. Unrealized losses on available-for-sale securities are recognized in earnings when there is intent to sell or
it is likely to be required to sell before recovery of the loss, or when the available-for-sale securities have incurred a credit loss.
Otherwise, unrealized gains and losses are recorded net of the tax-related effect as a component of Shareholders’ Equity.
47
Notes Receivable and Trade Accounts Receivable: Our notes receivable and trade accounts receivable are recorded per the
terms of the agreement or sale, and accrued interest is recognized when earned. We determine on a case-by-case basis the
cessation of accruing interest, the resumption of accruing interest, the method of recording payments received on nonaccrual
receivables, and the delinquency status for our limited number of notes receivable.
Our policy for estimating the allowance for credit losses on trade accounts receivable and notes receivable includes analysis of
such items as aging, credit worthiness, payment history, and historical bad debt experience. Management uses these specific
analyses in conjunction with an evaluation of the general economic and market conditions to determine the final allowance for
credit losses on the trade accounts receivable and notes receivable. Trade accounts receivable and notes receivable are written
off after exhaustive collection efforts occur and the receivable is deemed uncollectible. Our limited amount of notes receivable
allows management to monitor the risks, credit quality indicators, collectability, and probability of impairment on an individual
basis. Adjustments to the allowance for credit losses are recorded in selling and administrative expenses. Customary terms
require payment within 30 days, with terms beyond 30 days being considered extended.
Inventories: Inventories are stated at the lower of cost or market value. Cost includes material, labor, and applicable
manufacturing overhead. Costs associated with underutilization of capacity are expensed as incurred. The last-in, first-out
(“LIFO”) method was used for approximately 93% and 92% of consolidated inventories at June 30, 2019 and June 30, 2018,
respectively. The remaining inventories were valued using the first-in, first-out (“FIFO”) method and average cost 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, use as showroom samples, design changes, or
cessation of product lines.
Property, Equipment, and Depreciation: Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided over the estimated useful life of the assets using the straight-line method for financial reporting
purposes. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement
or the term of the lease. Major maintenance activities and improvements are capitalized; other maintenance, repairs, and minor
renewals are expensed. Depreciation and expenses for maintenance, repairs and minor renewals are included in both the Cost of
Sales line and the Selling and Administrative Expense line of 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.
Goodwill and Other Intangible Assets: Goodwill represents the difference between the purchase price and the related
underlying tangible and intangible net asset fair values resulting from business acquisitions. Goodwill is assigned to and the fair
value is tested at the reporting unit level. Annually, or if conditions indicate an earlier review is necessary, we may assess
qualitative factors to determine if it is more likely than not that the fair value is less than its carrying amount. We also have the
option to bypass the qualitative assessment and proceed directly to performing the quantitative goodwill impairment test which
compares the carrying value of the reporting unit to the reporting unit’s fair value to identify impairment. Under the
quantitative assessment, if the fair value of the reporting unit is less than the carrying value, goodwill is written down to its fair
value. The fair value is established primarily using a discounted cash flow analysis and secondarily a market approach utilizing
current industry information. The calculation of the fair value of the reporting unit considers current market conditions existing
at the assessment date. During fiscal years 2019 and 2018, no goodwill impairment was recognized.
During fiscal year 2019, we recorded $2.1 million in goodwill from the acquisition of David Edward. During fiscal year 2018,
we recorded goodwill and other intangible assets of $8.8 million and $10.7 million, respectively, from the acquisition of
D’style, Inc (“D’style”). We recorded an additional $0.2 million of goodwill during fiscal year 2019 as a result of a working
capital adjustment related to the acquisition of D’style. See Note 2 - Acquisitions to Consolidated Financial Statements for
more information on these acquisitions.
48
Other Intangible Assets reported on the Consolidated Balance Sheets consist of capitalized software, product rights, customer
relationships, trade names, and non-compete agreements. Intangible assets are reviewed for impairment when events or
circumstances indicate that the carrying value may not be recoverable over the remaining lives of the assets. A summary of
intangible assets subject to amortization is as follows:
June 30, 2019
June 30, 2018
(Amounts in Thousands)
Capitalized Software . . . . . . . . . . . . . . $
Product Rights . . . . . . . . . . . . . . . . . . .
Customer Relationships . . . . . . . . . . . .
Trade Names. . . . . . . . . . . . . . . . . . . . .
Non-Compete Agreements . . . . . . . . . .
Other Intangible Assets . . . . . . . . . . $
Cost
39,708
—
7,050
3,570
100
50,428
$
Accumulated
Amortization Net Value
3,046
$
—
6,020
2,975
67
12,108
36,662
—
1,030
595
33
38,320
$
$
Cost
38,482
162
7,050
3,570
100
49,364
$
$
$
Accumulated
Amortization Net Value
2,560
$
—
6,628
3,332
87
12,607
35,922
162
422
238
13
36,757
$
$
During fiscal years 2019, 2018, and 2017, amortization expense of other intangible assets was, in thousands, $1,777, $1,769,
and $1,071, respectively. Amortization expense in future periods is expected to be, in thousands, $2,091, $1,843, $1,504,
$1,264, and $1,108 in the five years ending June 30, 2024, and $4,298 thereafter. The estimated useful life of capitalized
software ranges from 3 to 10 years. The amortization period for customer relationship intangible assets is 20 years. The
estimated useful life of trade names is 10 years. The estimated useful life of non-compete agreements is 5 years.
Capitalized 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
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.
Trade names and non-compete agreements are amortized on a straight-line basis over their estimated useful lives. Capitalized
customer relationships are amortized based on estimated attrition rates of customers. We have no intangible assets with
indefinite useful lives which are not subject to amortization.
Research and Development: The costs of research and development are expensed as incurred. Research and development
costs were approximately, in millions, $6, $7, and $7 in fiscal years 2019, 2018, and 2017, respectively.
Advertising: Advertising costs are expensed as incurred. Advertising costs, included in selling and administrative expenses
were, in millions, $4.9, $5.8, and $4.3, in fiscal years 2019, 2018, and 2017, respectively.
Insurance and Self-insurance: We are self-insured for certain employee health benefits including medical, short-term
disability, and dental. Our self-insured reserves are estimated 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. We carry medical coverage for our eligible workforce not covered by self-insured plans.
Insurance benefits are not provided to retired employees.
We also participate, along with other companies, in a group captive insurance company (“Captive”). The Captive insures losses
related to worker's compensation, motor vehicle liability, product liability, and general liability. The Captive reinsures
catastrophic losses for all participants, including Kimball International, in excess of predetermined amounts. We pay premiums
to the Captive which accumulate as a prepaid deposit estimated for losses related to the above coverage. We also maintain a
reserve for outstanding unpaid workers’ compensation claims, including an estimate of incurred but not reported claims.
Additionally, we purchase insurance coverage for property insurance, director and officer liability insurance, umbrella
coverage, and other risks.
Income Taxes: Deferred income taxes 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.
The deferred taxes 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
49
various taxing jurisdictions and the amount of deferred taxes ultimately realizable. Future events could change management’s
assessment. We classify all deferred tax assets and liabilities as noncurrent in our consolidated balance sheets.
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 the Provision for Income Taxes
line of the Consolidated Statements of Income.
Concentrations of Credit Risk: Certain business and credit risks are inherent in our business. We currently have notes
receivable from independent dealership financing and other miscellaneous notes receivable. At June 30, 2019 and 2018, $1.1
million and $0.8 million, respectively, were outstanding under the notes receivable. The credit risk associated with receivables
is disclosed in Note 20 - Credit Quality and Allowance for Credit Losses of Notes Receivable of Notes to Consolidated
Financial Statements.
Off-Balance Sheet Risk: Our off-balance sheet arrangements are limited to standby letters of credit and operating leases
entered into in the normal course of business as described in Note 9 - Commitments and Contingent Liabilities of Notes to
Consolidated Financial Statements.
Non-operating Income and Expense: Non-operating income and expense include the impact of such items as fair value
adjustments on Supplemental Employee Retirement Plan (“SERP”) investments, amortization of actuarial income, foreign
currency rate movements, bank charges, investment gain or loss, and other miscellaneous non-operating income and expense
items that are not directly related to operations. The gain or loss on SERP investments is offset by a change in the SERP
liability that is recognized in selling and administrative expenses.
Foreign Currency Translation: Our foreign operations use the U.S. Dollar as their functional currency. 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 the Non-operating income or expense
line item on the Consolidated Statements of Income.
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, 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 and
subsequently included in earnings in the periods in which earnings are affected by the hedged item, or when the derivative is
determined to be ineffective. We have used derivatives primarily for forward purchases of foreign currency to manage exposure
to the variability of cash flows, primarily related to the foreign exchange rate risks inherent in forecasted transactions
denominated in foreign currency.
We hold a total investment of $2.0 million in a privately-held company, including $1.5 million in stock warrants purchased
during fiscal year 2017. The investment in stock warrants is accounted for as a derivative instrument and is included in the
Other Assets line of the Consolidated Balance Sheets. 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 12 - Stock Compensation Plans of Notes to Consolidated Financial
Statements, we maintain a stock-based compensation plan which allows for the issuance of stock unit awards, restricted stock
awards, stock options, stock appreciation rights, and other stock-based awards, each of which may include performance-based
conditions, to certain employees, non-employee directors, consultants, and advisors. We recognize the cost resulting from
share-based payment transactions using a fair-value-based method. The estimated fair value of outstanding performance shares
and restricted share units is based on the stock price at the date of the grant. For performance shares, the price is reduced by the
present value of dividends normally paid over the vesting period which are not payable on outstanding performance share
awards. The estimated fair value of outstanding relative total shareholder return performance units (“RTSR”) is based on the
grant date fair value of RTSR awards using a Monte Carlo simulation which includes estimating the movement of stock prices
and the effects of volatility, interest rates, and dividends. Stock-based compensation expense is recognized for the portion of the
awards that are ultimately expected to vest. Forfeitures are recognized as they occur.
50
Recently Adopted Accounting Pronouncements:
In August 2018, the Securities and Exchange Commission adopted disclosure and simplification amendments which update
certain disclosure requirements that were redundant, duplicative, overlapping, outdated, or superseded. The adoption did not
have a material effect on our consolidated financial statements.
In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance to add, remove, and clarify disclosure
requirements related to defined pension benefit and other postretirement plans. The guidance is effective for our first quarter of
fiscal year 2021 with early adoption permitted and should be applied retrospectively. We early adopted the guidance in our
fourth quarter of fiscal year 2019. The adoption did not have a material effect on our consolidated financial statements.
In June 2018, the FASB issued guidance to improve the accounting for and to reduce the cost and complexity of share-based
payments to nonemployees for goods and services. The guidance is effective for our first quarter of fiscal year 2020 with early
adoption permitted, but it may not be adopted earlier than our adoption of the new revenue standard. We early adopted the
guidance in our first quarter of fiscal year 2019 in advance of the October 2018 retirement of our former Chief Executive
Officer and Chairman of the Board of Directors, who will have stock compensation awards vesting after his retirement. The
adoption did not have a material effect on our consolidated financial statements.
In May 2017, the FASB issued guidance that clarifies when changes to the terms or conditions of a share-based payment award
must be accounted for as a modification. The guidance was adopted during our first quarter of fiscal year 2019 and was applied
prospectively to awards modified on or after the adoption date. The adoption of the guidance did not have a material effect on
our consolidated financial statements.
In March 2017, the FASB issued guidance that requires employers that present a measure of operating income in their
statement of income to include only the service cost component of net periodic benefit cost in operating expenses, which
impacts the presentation of our postemployment benefit plan. Employers are required to present all other components of Net
periodic benefit cost separate from the service costs and disclose the line item in which the components of Net periodic benefit
cost other than the service cost are included. Due to the immaterial amounts in prior periods we did not apply the rule
retrospectively. The guidance was adopted during our first quarter of fiscal year 2019 and did not have a material effect on our
consolidated financial statements.
In February 2017, the FASB issued guidance that clarifies the scope of guidance on nonfinancial asset derecognition as well as
the accounting for partial sales of nonfinancial assets. This new guidance is meant to clarify the scope of the original guidance
that was issued in connection with the guidance relating to the recognition of revenue from contracts with customers, as defined
below, which addresses recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers.
The guidance was adopted during our first quarter of fiscal year 2019 concurrently with the adoption of the guidance on
recognition of revenue from contracts with customers. The adoption of this guidance did not have a material impact on our
consolidated financial statements.
In November 2016, the FASB issued guidance which requires an entity to include in their cash and cash equivalent balances in
the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The guidance
was adopted during our first quarter of fiscal year 2019 and was applied retrospectively to each prior reporting period. The
guidance resulted in certain prior period amounts being reclassified to conform with the current period presentation, including
the addition of restricted cash to cash and cash equivalents on the Consolidated Statements of Cash Flows.
In January 2016, the FASB issued guidance which is intended to improve the recognition and measurement of financial
instruments. The guidance revises an entity’s accounting related to the classification and measurement of investments in equity
securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also
amends certain disclosure requirements associated with the fair value of financial instruments. The guidance was adopted
during our first quarter of fiscal year 2019 and did not have a material effect on our consolidated financial statements.
In May 2014, the FASB issued guidance on the recognition of revenue from contracts with customers. The core principle of the
guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To
achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is
recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance
obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount,
timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes
in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB decided to defer
the effective date for this new revenue standard by one year, which made the guidance effective for our first quarter of fiscal
year 2019 financial statements using either of two acceptable adoption methods: (i) full retrospective adoption to each prior
reporting period presented with the option to elect certain practical expedients; or (ii) adoption with the cumulative effect of
initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. In
51
March 2016, the FASB issued additional guidance which further clarified assessing whether an entity is a principal or an agent
in a revenue transaction, and impacted whether an entity reports revenue on a gross or net basis; in April 2016, the FASB issued
additional guidance that addressed identifying performance obligations and implementing licensing guidance; and in May
2016, the FASB issued additional guidance that clarified collectability, noncash consideration, and other transition issues. The
amendments had the same effective date and transition requirements as the new revenue standard. We adopted the standard at
the beginning of fiscal year 2019 using the full retrospective approach which required that we recast prior year comparative
periods to provide comparable financial reporting for all reported fiscal years. All changes required by the new standard,
including accounting policies, controls, and disclosures, have been identified and implemented as of the beginning of fiscal
2019. We applied the transition practical expedient related to remaining performance obligations for reporting periods
presented before the date of initial application. See Note 4 - Revenue in the Notes to Consolidated Financial Statements for
more information on revenue recognition.
Recently Issued Accounting Pronouncements Not Yet Adopted:
In August 2018, the FASB issued guidance on a customer’s accounting for implementation, set-up, and other upfront costs
incurred in a cloud computing arrangement that is hosted by the vendor. Under the new guidance, customers will apply the
same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The guidance
is effective for our first quarter of fiscal year 2021 with early adoption permitted. Entities can choose to adopt the guidance
prospectively to eligible costs incurred on or after the date this guidance is first applied or retrospectively. We have not yet
determined the effect of this guidance on our consolidated financial statements.
In August 2018, the FASB issued guidance which changes the fair value measurement disclosure requirements. The guidance
modifies and removes certain disclosures related to the fair value hierarchy, and adds new disclosure requirements such as
disclosing the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value
measurements and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair
value measurements. The guidance is effective for our first quarter of fiscal year 2021 with early adoption permitted and should
be applied retrospectively except for certain disclosures. We have not yet determined the effect of this guidance on our
consolidated financial statements.
In March 2017, the FASB issued guidance that will shorten the amortization period for certain callable debt securities held at a
premium to the earliest call date. This guidance does not require an accounting change for securities held at a discount. This
guidance is to be applied on a modified retrospective basis, with a cumulative-effect adjustment recorded directly to retained
earnings as of the beginning of the period of adoption. The guidance is effective for our first quarter of fiscal year 2020 with
early adoption permitted. We have not yet determined the effect of this guidance on our consolidated financial statements.
In June 2016, the FASB issued guidance on the measurement of credit losses on financial instruments. Under the guidance, an
entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely
recognition of such losses. The guidance is also intended to reduce the complexity by decreasing the number of credit
impairment models that entities use to account for debt instruments. In May 2019, the FASB amended the new standard to
allow entities to elect the fair value option on certain financial instruments that were previously recorded at amortized cost. The
guidance is effective for our first quarter of fiscal year 2021 with early adoption in our fiscal year 2020 permitted. We have not
yet determined the effect of this guidance on our consolidated financial statements.
In February 2016, the FASB issued guidance that revises the accounting for leases. The guidance is intended to improve
financial reporting of leasing transactions by requiring lessees to record right-of-use assets and corresponding lease liabilities
on the balance sheet. Leases will continue to be classified as either operating or finance leases, with the classification affecting
the pattern of expense recognition in the statement of income. The guidance will also require additional disclosures to help
investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from
leases. In January 2018, the FASB issued additional guidance for land easements which permits entities to forgo the evaluation
of existing land easement arrangements to determine if they contain a lease. New land easement arrangements, or modifications
to existing arrangements, after the adoption of the lease standard will be evaluated to determine if they meet the definition of a
lease. In July 2018, the FASB amended the new standard to clarify certain aspects of the guidance, and they also issued another
new standard in July 2018 that allows the option to apply the transition provisions at the adoption date instead of at the earliest
comparative period in the consolidated financial statements. In March 2019, the FASB issued clarifying guidance regarding
interim transition disclosures. The lease guidance is effective for our first quarter of fiscal year 2020. We have assessed our
portfolio of leases and compiled a central repository of active leases. We are also evaluating key policy elections under the
standard which we will use to develop an internal policy to address the new standard requirements. While we continue to assess
the impact on our accounting policies, internal control processes, and related disclosures required under the new guidance, we
will record a right-of-use asset and a lease liability for all leases with a lease term of greater than twelve months. Upon
implementation, we expect to record lease liabilities of approximately $25 million. These conclusions could change as we
continue to evaluate the new standard or if our lease portfolio changes. We anticipate electing certain of the available practical
expedients, including the transition option, upon adoption on July 1, 2019.
52
Note 2 Acquisitions
David Edward Furniture, Inc. (“David Edward”)
On October 26, 2018, we acquired substantially all the assets and assumed certain specified limited liabilities of David Edward
headquartered in Baltimore, Maryland. David Edward is a premier designer and manufacturer of contract furniture, sold in the
healthcare, corporate, education, and premium hospitality markets. David Edward sells primarily in the North American
markets. David Edward’s products are generally specified by architects and designers, represented through a network of
independent representatives, and sold through authorized furniture dealerships. The David Edward product portfolio consists of
classic and contemporary designs, focused primarily in the seating, tables, and ancillary furniture categories. In conjunction
with the asset acquisition, we leased two existing David Edward production facilities in Baltimore, Maryland and Red Lion,
Pennsylvania. The acquisition purchase price totaled $4.3 million. The purchase price has been adjusted for certain post-closing
working capital adjustments. The purchase price allocation is provisional pending final valuations and purchase accounting
adjustments, which were not final as of June 30, 2019. We utilized management estimates to assist in the valuation process.
A summary of the preliminary purchase price allocation is as follows:
Purchase Price Allocation - David Edward
(Amounts in Thousands)
Assets:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . .
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
542
2,798
254
934
2,111
6,639
1,326
878
147
2,351
4,288
The operating results of this acquisition are included in our consolidated financial statements beginning on October 26, 2018.
For the year ended June 30, 2019, net sales and net loss related to David Edward were $9.4 million and $1.7 million,
respectively. Direct costs of the acquisition for the year ended June 30, 2019, of approximately $0.5 million, were expensed as
incurred and were included on the Selling and Administrative Expenses line of our Consolidated Statements of Income. Pro
forma results of operations for the David Edward acquisition have not been presented as they were not significant to the our
results of operations.
D’style
During the second quarter of fiscal year 2018, we acquired certain assets of D’style, Inc. (“D’style”), headquartered in Chula
Vista, California. This acquisition expanded our reach into hospitality public space areas and added an attractive product
portfolio of solutions for the residential market through the acquired Allan Copley Designs brand. These offerings enable us to
take advantage of the trend where hospitality, residential and commercial designs are merging. As part of this acquisition, we
also acquired all of the capital stock of Diseños de Estilo S.A. de C.V. headquartered in Tijuana, Mexico, another member of
the D’style group which manufactures exclusively for D’style, strengthening our North American manufacturing footprint and
serving as a distribution channel to the Mexico and Latin America hospitality markets. The cash paid for the acquisition totaled
$18.2 million. An earn-out of up to $2.2 million was contingent based upon fiscal year 2018 and 2019 D’style, Inc. operating
income compared to a predetermined target for each fiscal year. An earn-out of $0.4 million was paid based on fiscal year 2018
D’style operating income, and a final earn-out payment of $0.4 million is accrued and will be paid based on fiscal year 2019
D’style operating income.
53
A summary of the purchase price allocation is as follows:
Purchase Price Allocation - D’style
(Amounts in Thousands)
Assets:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . .
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,242
1,455
1,120
184
9,049
10,720
302
Liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
24,072
$
$
$
774
3,084
333
4,191
19,881
Consideration
(Amounts in Thousands)
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Contingent earn-out — fair value at acquisition date . . . . . . . . . . . . . . . . .
Fair value of total consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
18,201
1,680
19,881
As of the acquisition date the fair value of the earn-out was $1.7 million. At June 30, 2018, the fair value of the contingent
earn-out liability was adjusted to $1.1 million, resulting in a $0.6 million pre-tax gain, recognized as a $0.8 million pre-tax gain
included in Selling and Administrative Expenses, offset in part by $0.2 million of Interest Expense attributable to an adjustment
of the contingent earn-out liability. At June 30, 2019, the fair value of the contingent earn-out liability was adjusted to $0.4
million due to a payment of $0.4 million and an adjustment of $0.3 million of pre-tax income within Selling and Administrative
Expenses which was partially offset by Interest Expense.
The operating results of this acquisition are included in our consolidated financial statements beginning on November 6, 2017.
For the year ended June 30, 2019, net sales and net income related to D’style were $20.2 million and $0.7 million, respectively.
For the year ended June 30, 2018, net sales and net income related to D’style were $13.0 million and $0.8 million, respectively.
Direct costs of the acquisition for the year ended June 30, 2018, of approximately $0.8 million, were expensed as incurred and
were included on the Selling and Administrative Expenses line of our Consolidated Statements of Income.
Pro forma results of operations for the D’style acquisition have not been presented as they were not significant to the our results
of operations.
Goodwill
Goodwill resulting from both the David Edward and D’style acquisitions is primarily attributable to the anticipated revenue and
supply chain synergies expected from the operations of the combined companies. For tax purposes, the goodwill is tax
deductible over 15 years, except for an immaterial portion of the D’style acquisition which is not deductible for tax purposes.
See Note 1 - Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for more
information on goodwill.
54
The following summarizes our goodwill activity:
Goodwill
(Amounts in Thousands)
Goodwill - June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill - D’style, at acquisition date . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to purchase price allocation - D’style . . . . . . . . . . . . . . . . . .
Goodwill - June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill - David Edward, at acquisition date . . . . . . . . . . . . . . . . . . . . . .
Adjustments to purchase price allocation - David Edward. . . . . . . . . . . . .
Adjustments to purchase price allocation - D’style . . . . . . . . . . . . . . . . . .
Goodwill - June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
—
8,559
265
8,824
1,960
151
225
$
11,160
Note 3 Restructuring
During fiscal year 2019, we recognized $0.9 million of pre-tax restructuring expense. We had no restructuring activity in fiscal
year 2018 and recognized a pre-tax restructuring gain of $1.8 million in fiscal year 2017 which included a gain on the sale of
the Post Falls facility.
We utilized available market prices and management estimates to determine the fair value of impaired fixed assets.
Restructuring is included in the Restructuring (Gain) Expense line item on our Consolidated Statements of Income.
Transformation Restructuring Plan:
In June 2019, we announced a transformation restructuring plan that is expected to optimize resources for future growth,
improve efficiency, and build capabilities across our organization. We believe the transformation restructuring plan will
establish a more cost-efficient structure to better align our operations with our long-term strategic goals. The transformation
restructuring plan includes the following:
• Our overall manufacturing facility footprint is being reviewed to reduce excess capacity and gain efficiencies. We plan
to exit a leased seating manufacturing facility in Martinsville, Virginia in the second half of fiscal year 2020 and are
evaluating our production capabilities and capacity across our organization to identify additional opportunities.
• The creation of center-led functions for finance, human resources, information technology and legal functions is
expected to result in the standardization of processes and the elimination of duplication. In addition, we are
centralizing our supply chain efforts to maximize supplier value and plan to drive more efficient practices and
operations within our logistics function.
• Kimball brand selling resources are being reallocated to higher-growth markets. We also plan to exit four leased
furniture showrooms across our brands during fiscal year 2020.
The efforts are expected to generate annualized pre-tax savings of approximately $10.0 million when the transformation
restructuring plan is fully implemented. We estimate that pre-tax restructuring charges incurred through the end of fiscal year
2020 will be approximately $8.0 million to $9.0 million. The restructuring charges are expected to consist of approximately
$3.5 million to $3.8 million for severance and other employee-related costs, $2.0 million to $2.5 million for facility exit and
other costs, and $2.5 million to $2.7 million for lease asset impairment. Approximately 65% of the total cost estimate is
expected to be cash expense.
55
A summary of the charges recorded in connection with the fiscal year 2019 Transformation Restructuring Plan is as follows:
(Amounts in Thousands)
Cash-related restructuring charges:
Year Ended
June 30,
2019
Severance and other employee related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash-related restructuring charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Non-cash charges:
Transition stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-cash charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
663
203
866
71
71
937
A summary of the current period activity in accrued restructuring related to the fiscal year 2019 Transformation Restructuring
Plan is as follows:
(Amounts in Thousands)
Balance at June 30, 2018. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additions charged to expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments charged against reserve . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at June 30, 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other costs
Total
— $
— $
663
(44)
—
203
—
—
619
$
203
$
—
866
(44)
—
822
Severance and
other employee
related costs
Capacity Utilization Restructuring Plan:
In November 2014, we announced a capacity utilization restructuring plan which included the consolidation of our metal
fabrication production from an operation located in Post Falls, Idaho, into existing production facilities in Indiana, and the
reduction of our Company plane fleet from two jets to one. The improvement of customer delivery, supply chain dynamics, and
reduction of transportation costs generated pre-tax annual savings of approximately $5 million beginning in our fiscal year
2017. In addition, during fiscal year 2017, we sold our Post Falls, Idaho facility and land which was classified as held for sale.
Therefore, fiscal year 2017 restructuring includes a pre-tax gain of $2.1 million as the $12.0 million selling price net of selling
costs exceeded the book value of the facility and land.
The restructuring plan is complete with pre-tax restructuring totaling $10.8 million. Excluding the pre-tax gain from the sale of
the Idaho facility of $2.1 million, the restructuring expense consisted of $4.9 million of transition, training, and other employee
costs, $6.9 million of plant closure and other exit costs, and $1.1 million of non-cash asset impairment. Approximately 91% of
the total restructuring expense was cash expense.
Note 4 Revenue
At the beginning of fiscal year 2019, we adopted new accounting guidance on the recognition of revenue from contracts with
customers using the full retrospective approach and adjusted fiscal years 2018 and 2017 to provide comparable financial
reporting for all reported fiscal years. The primary impact of the new revenue standard was a reclassification of certain items on
the statements of income. For contracts involving products that are sold directly to end customers, fees paid to dealer agents for
facilitating the sale and performing certain services are recognized as either cost of sales or selling expense rather than being
netted against revenue. In addition, any commissions or fees paid to third-party purchasing organizations are recognized as a
selling expense rather than being netted against revenue. The result of these changes was increases in net sales, cost of sales,
and selling expenses. On a net basis these changes had no impact to operating income dollars but did reduce operating income
as a percent of net sales. The new standard also required several less significant changes including classifying the reserve for
returns and allowance as a liability rather than a contra-receivable, recognizing a recovery asset for potential product returns,
and capitalizing costs to obtain sales contracts. There was no cumulative effect of adopting the standard at the date of initial
application in retained earnings.
56
The following tables present the effects of the adoption of the new standard on prior period financial statements:
Impact to Consolidated Statements of Income
(Amounts in Thousands)
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and Administrative Expenses . . . . . . . . . . . . . . . . .
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income as of Percent of Net Sales . . . . . . . . . . .
(Amounts in Thousands)
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling and Administrative Expenses . . . . . . . . . . . . . . . . .
Restructuring (Gain) Expense. . . . . . . . . . . . . . . . . . . . . . .
Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income as of Percent of Net Sales . . . . . . . . . . .
Impact to Consolidated Balance Sheet
(Amounts in Thousands)
Receivables, net of allowances . . . . . . . . . . . . . . . . . . . . . . $
Accrued Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance Obligations
Year Ended June 30, 2018
Adoption of
New Revenue
Standard
As Originally
Reported
$
685,600
464,154
221,446
170,383
51,063
7.4%
$
18,954
4,769
14,185
14,185
—
As Adjusted
704,554
468,923
235,631
184,568
51,063
7.2%
Year Ended June 30, 2017
Adoption of
New Revenue
Standard
As Originally
Reported
$
669,934
446,629
223,305
168,474
(1,832)
56,663
8.5%
$
23,033
8,477
14,556
14,556
—
—
As Adjusted
692,967
455,106
237,861
183,030
(1,832)
56,663
8.2%
As of June 30, 2018
Adoption of
New Revenue
Standard
As Originally
Reported
As Adjusted
$
60,984
49,294
$
1,292
1,292
62,276
50,586
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring distinct goods or
providing services to customers. Our revenue consists substantially of product sales, and is reported net of sales discounts,
rebates, incentives, returns, and other allowances offered to customers. We recognize revenue when performance obligations
under the terms of contracts with our customers are satisfied, which occurs when control passes to a customer to enable them to
direct the use of and obtain benefit from a product. This typically occurs when a customer obtains legal title, obtains the risks
and rewards of ownership, has received the goods according to the contractual shipping terms either at the shipping point or
destination, and is obligated to pay for the product. Customary terms require payment within 30 days, and for certain
customers, deposits may be required in advance of shipment.
We sell products both to independent dealers and directly to end customers. Sales to independent dealers typically include
products only, as the independent dealer provides additional value-added services to end customers. Direct sales to end
customers include products and may include related services such as installation and design services. These services are distinct
from the delivered products within the context of the contract, and therefore revenue is recognized for products, installation,
and design on a discrete basis. The performance of services may be outsourced to independent dealers or other third parties, but
we typically retain the primary responsibility for performance of the services when selling directly to end customers. For
services, revenue is recognized when the service is performed and we have an enforceable right to payment. Service revenue
does not represent a significant portion of our total sales.
We provide an assurance-type warranty that guarantees our product complies with agreed-upon specifications. This warranty is
not sold separately and does not convey any additional services to the customer; therefore, our warranty is not considered a separate
57
performance obligation. We estimate the costs that may be incurred under warranties and record a liability at the time product
revenue is recognized. See Note 9 - Commitments and Contingent Liabilities in the Notes to Consolidated Financial Statements
for additional information on warranty obligations.
Disaggregation of Revenue
The following table provides information about revenue by vertical market:
(Amounts in Millions)
Commercial . . . . . . . . . . . . . . . . . . . .
Education . . . . . . . . . . . . . . . . . . . . . .
Finance. . . . . . . . . . . . . . . . . . . . . . . .
Government . . . . . . . . . . . . . . . . . . . .
Healthcare . . . . . . . . . . . . . . . . . . . . .
Hospitality . . . . . . . . . . . . . . . . . . . . .
Total Net Sales . . . . . . . . . . . . . . . . . .
$
$
Year Ended
June 30
2018
2019
2017
226.1
92.1
69.8
74.7
110.4
195.0
768.1
$
$
205.9
86.3
67.6
89.5
88.6
166.7
704.6
$
$
203.2
81.4
69.3
87.1
98.2
153.8
693.0
We report revenue under a single aggregated reportable segment consisting of three operating segments which have similar
products and services in nature, utilize similar production and distribution processes, and share similar long-term economic
characteristics.
Contract Balances
Receivables in the Consolidated Balance Sheets represent the amount of consideration to which we are entitled in exchange for
the goods or services sold to our customers, net of allowances for doubtful accounts. Receivables are recorded when the right to
consideration from the customer becomes unconditional, which is generally upon billing or upon satisfaction of a performance
obligation, whichever is earlier. For the years ended June 30, 2019, June 30, 2018, and June 30, 2017, impairment losses on
doubtful accounts receivable were $0.5 million, $0.0 million, and $0.3 million, respectively.
We also receive deposits from certain customers before revenue is recognized, resulting in the recognition of a contract liability
reported as Customer Deposits in the Consolidated Balance Sheets. Changes in the customer deposits during the year ended
June 30, 2019 are as follows:
(Amounts in Millions)
Balance as of June 30, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Increases due to deposits received, net of other adjustments . . . . . . . .
Revenue recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Customer
Deposits
21.3
116.6
(113.3)
24.6
Customer deposits are typically utilized within a year of the receipt of the deposit. The amount of revenue recognized during
the year ended June 30, 2019 that was included in the June 30, 2018 customer deposit balance was $20.9 million. The amount
of revenue recognized during the year ended June 30, 2018 that was included in the June 30, 2017 customer deposit balance
was $20.4 million.
Additionally, funds paid to certain independent dealers in exchange for their multi-year commitment to market and sell our
products represent costs of obtaining contracts. These incremental costs of obtaining contracts are capitalized to the extent we
expect to recover them in the Consolidated Balance Sheets as of June 30, 2019 and June 30, 2018, with $0.2 million and $0.3
million, respectively, reported in Prepaid Expenses and Other Current Assets and $0.2 million and $0.3 million, respectively,
reported in Other Assets. The capitalized costs are amortized over the term of the contract. Amortization expense recognized in
Selling and Administrative Expenses was $0.4 million, $0.3 million, and $0.1 million for the years ended June 30, 2019, 2018,
and 2017, respectively.
58
Significant Judgments
We use significant judgment in estimating the reduction in net sales driven by customer rebate and incentive programs.
Judgments primarily include an estimate of the most likely sales levels to be achieved and the corresponding rebate and
incentive amounts expected to be earned by dealers and salespersons. In the years ended June 30, 2019, 2018, and 2017, we
had an immaterial amount of adjustments to estimates for cumulative growth rebates and incentives that related to the
preceding fiscal years. We also use judgment in estimating a reserve for returns and allowances recorded at the time of the sale,
resulting in a reduction of revenue, based on estimated product returns and price concessions.
Accounting Policies and Practical Expedients Elected
For shipping and handling activities, we are applying an accounting policy election which allows an entity to account for
shipping and handling activities as fulfillment activities rather than a promised good or service when the activities are
performed, even if those activities are performed after the control of the good has been transferred to the customer. Therefore,
we expense shipping and handling costs at the time revenue is recognized. We classify shipping and handling expenses in Cost
of Sales in the Consolidated Statements of Income.
We are also applying an accounting policy election which allows an entity to exclude from revenue any amounts collected from
customers on behalf of third parties, such as sales taxes and other similar taxes we collect concurrent with revenue-producing
activities. Therefore, we present revenue net of sales taxes and similar revenue-based taxes.
For incremental costs of obtaining a contract, we elected a practical expedient which permits an entity to recognize incremental
costs to obtain a contract as an expense when incurred if the amortization period is less than one year. This election had an
immaterial effect on our consolidated financial statements.
For significant financing components, we elected a practical expedient which allows an entity to recognize the promised
amount of consideration without adjusting for the time value of money if the contract has a duration of one year or less, or if
the reason the contract extended beyond one year is because the timing of delivery of the product is at the customer’s
discretion. As our contracts typically are less than one year in length and do not have significant financing components, we
have not presented revenue on a present value basis.
Note 5 Earnings Per Share
Basic earnings per share are based on the weighted average number of shares outstanding during the period. Diluted earnings
per share are based on the weighted average number of shares outstanding plus the assumed issuance of common shares for all
potentially dilutive securities.
(Amounts in Thousands, Except for Per Share Data)
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended June 30
2018
2019
2017
39,344
$
34,439
$
37,506
Average Shares Outstanding for Basic EPS Calculation . . . . . . . .
Dilutive Effect of Average Outstanding Compensation Awards . .
Average Shares Outstanding for Diluted EPS Calculation . . . . . .
36,842
222
37,064
37,314
180
37,494
Basic Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1.07
1.06
$
$
0.92
0.92
$
$
37,334
499
37,833
1.00
0.99
Note 6 Income Taxes
On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. The Tax Act reduced federal corporate
income tax rates effective January 1, 2018 and changed numerous other provisions. Because Kimball International has a June
30 fiscal year-end, a lower corporate federal income tax rate was phased in, resulting in a U.S. federal statutory tax rate of
28.1% for fiscal year ending June 30, 2018 and 21% for fiscal year 2019.
The changes included in the Tax Act are broad and complex, due to, among other things, changes in interpretations of the Tax
Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for
income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to
calculate the transition impacts.
59
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. Income tax benefits associated with net
operating losses of, in thousands, $1,740 expire from fiscal year 2020 to 2036. Income tax benefits associated with tax credit
carryforwards of, in thousands, $2,463, expire from fiscal year 2023 to 2027. Valuation allowances were provided as of
June 30, 2019 for deferred tax assets relating to state net operating losses of, in thousands, $407, and for foreign tax credits of,
in thousands, $462, that we currently believe are more likely than not to remain unrealized in the future. In all periods
presented, the change in the valuation allowance is reported as a component of income tax expense.
The components of the deferred tax assets and liabilities as of June 30, 2019 and 2018, were as follows:
(Amounts in Thousands)
Deferred Tax Assets:
2019
2018
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred Tax Liabilities:
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
698
275
224
7,582
700
576
2,463
211
96
1,740
1,902
(869)
15,598
6,152
724
6,876
Net Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8,722
$
$
$
$
$
708
428
161
4,061
70
591
2,168
—
98
2,179
2,135
(860)
11,739
6,062
761
6,823
4,916
The provision for income taxes is composed of the following items:
(Amounts in Thousands)
Currently Payable:
Year Ended June 30
2019
2018
2017
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,458
2,677
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,135
$
$
6,592
1,636
8,228
$ 19,780
2,318
$ 22,098
Deferred Taxes:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total provision for income taxes. . . . . . . . . . . . $ 12,326
(3,270) $
(539)
(3,809) $
8,236
1,422
9,658
$
(1,761)
175
(1,586)
$ 20,512
$
$
17,886
60
A reconciliation of the statutory U.S. income tax rate to Kimball International’s effective income tax rate follows:
(Amounts in Thousands)
Amount
%
Amount
%
Amount
%
2019
Year Ended June 30
2018
2017
Tax provision computed at U.S. federal statutory
rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,851
State income taxes, net of federal income tax
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic manufacturing deduction . . . . . . . . . . . .
Research credit. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remeasurement of tax assets and liabilities
related to the Tax Act . . . . . . . . . . . . . . . . . . . . . . .
Other - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Total provision for income taxes. . . . . . . . . . . . $ 12,326
1,689
—
—
(300)
21.0% $ 14,703
28.1% $ 20,306
35.0%
3.3
—
(0.6)
2,198
(617)
(180)
4.2
(1.2)
(0.3)
1,620
(1,495)
(218)
—
1,839
(57)
0.2
23.9% $ 17,886
—
3.5
(0.1)
299
34.2% $ 20,512
2.8
(2.6)
(0.4)
—
0.6
35.4%
Net cash payments for income taxes were, in thousands, $10,225, $13,937, and $20,881 in fiscal years 2019, 2018, and 2017,
respectively.
Changes in the unrecognized tax benefit, excluding accrued interest and penalties, during fiscal years 2019, 2018, and 2017
were as follows:
(Amounts in Thousands)
Beginning balance - July 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Tax positions related to prior fiscal years:
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax positions related to current fiscal year:
2019
2018
2017
989
$
1,888
$
2,077
80
(222)
222
(1,030)
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lapses in statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ending balance - June 30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
—
—
(94)
753
Portion that, if recognized, would reduce tax expense and effective tax rate . . . . . . . . . . $
643
—
—
—
(91)
989
832
$
$
$
$
We recognize interest and penalties related to unrecognized tax benefits in the Provision for Income Taxes line of the
Consolidated Statements of Income. Amounts accrued for interest and penalties were as follows:
213
(581)
391
—
—
(212)
1,888
1,377
(Amounts in Thousands)
Accrued Interest and Penalties:
2019
As of June 30
2018
2017
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
90
101
$
$
70
98
$
$
84
102
Interest and penalties income recognized for fiscal years 2019, 2018, and 2017 were, in thousands, $23, $11, and $23,
respectively.
Kimball International, or one of its wholly-owned subsidiaries, files U.S. federal income tax returns and income tax returns in
various state and local jurisdictions. We are no longer subject to any significant U.S. federal tax examinations by tax authorities
for years before fiscal year 2016, and to various state and local income tax examinations by tax authorities for years before
2015. 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 consider the earnings of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of
estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. No provision was made for
61
income taxes that may result from future remittances of the undistributed earnings of foreign subsidiaries that are determined to
be indefinitely reinvested, which was $1.3 million on June 30, 2019. Based on the Tax Act, future remittances of these
undistributed earnings of foreign subsidiaries are not subject to U.S. income tax or foreign withholding taxes in the foreign
country where the foreign subsidiaries operate.
Note 7 Inventories
Inventories are stated at the lower of cost or market value. Inventories are valued using the last-in, first-out (“LIFO”) method
for approximately 93% and 92% of consolidated inventories at June 30, 2019 and June 30, 2018, respectively. The remaining
inventories are valued using the first-in, first-out (“FIFO”) method and average cost method.
Had the FIFO method been used for all inventories, income would have been $1.1 million higher in fiscal year 2019, $1.1
million higher in fiscal year 2018, and $0.4 million higher in fiscal year 2017. Certain inventory quantity reductions caused
liquidations of LIFO inventory values, which increased income by an immaterial amount in 2019, 2018 and 2017.
Inventory components at June 30 were as follows:
(Amounts in Thousands)
Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total FIFO inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
LIFO reserve, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Note 8 Property and Equipment
Major classes of property and equipment at June 30 consist of the following:
(Amounts in Thousands)
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction-in-progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2,219
104,601
157,575
12,141
276,536
(185,865)
90,671
2019
2018
26,304
2,455
34,335
63,094
(16,282)
46,812
$
$
$
$
$
$
23,756
1,378
29,158
54,292
(14,783)
39,509
2018
2,219
105,372
152,653
4,302
264,546
(180,059)
84,487
The useful lives used in computing depreciation are based on estimated service lives for classes of property, as follows:
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lesser of Useful Life or Term of Lease
Years
5 to 40
2 to 20
Depreciation of property and equipment, including asset write-downs, totaled, in millions, $14.8 for fiscal year 2019, $13.7 for
fiscal year 2018, and $14.7 for fiscal year 2017.
At both June 30, 2019 and June 30, 2018, excess land located in Jasper, Indiana totaling $0.3 million was classified as held for
sale. At June 30, 2017, our fleet of over-the-road tractors and trailers and a small parcel of land located in Jasper, Indiana
totaling $4.2 million were classified as held for sale. During fiscal year 2018, we sold all of our over-the-road tractors and
trailers and the small parcel of land and recognized a pre-tax gain of $0.4 million as the $4.8 million selling price exceeded the
book value net of selling costs.
During fiscal year 2017, we sold our Post Falls, Idaho facility and land and recognized a pre-tax gain of $2.1 million as the
$12.0 million selling price exceeded the book value of the facility and land net of selling costs. The gain was recorded on the
62
Restructuring (Gain) Expense line of the Consolidated Statements of Income. We also sold excess land for proceeds of $1.4
million and recognized pre-tax gains of $1.2 million which is recorded on the Selling and Administrative Expenses line of the
Consolidated Statements of Income. In addition, during fiscal year 2017 we recognized impairment of $0.2 million as the
carrying value of our fleet of over-the-road tractors and trailers exceeded the market value less selling costs.
During fiscal year 2017, we also sold a facility in Indiana which housed an education center for dealer and employee training, a
research and development center, and a product showroom for proceeds of $3.8 million. In order to allow for transition of those
functions to our primary campus also located in Jasper, Indiana, we leased back a portion of the facility until December 31,
2017 at a favorable rate. The below-market terms of the leaseback were considered a form of continuing involvement that
precluded sale treatment therefore we deferred the recognition of the sale until fiscal year 2018 when we recorded the pre-tax
gain of $1.7 million on the sale.
Note 9 Commitments and Contingent Liabilities
Leases:
Operating leases for certain offices, showrooms, manufacturing facilities, land, and equipment, which expire from fiscal year
2020 to 2027, contain provisions under which minimum annual lease payments are, in millions, $4.6, $4.2, $4.1, $3.6, and $2.5
for the five years ending June 30, 2024, respectively, and aggregate $3.8 million from fiscal year 2025 to the expiration of the
leases in fiscal year 2027. We are obligated under certain real estate leases to maintain the properties and pay real estate taxes.
Certain leases include renewal options and escalation clauses. Total rental expense was, in millions, $6.4, $5.8, and $6.0 in
fiscal years 2019, 2018, and 2017, respectively, including certain leases requiring contingent lease payments based primarily on
warehouse space utilized, which was expense of, in millions, $1.2, $1.2, and $1.5 in fiscal years 2019, 2018, and 2017,
respectively. As part of the transformation restructuring plan, during fiscal year 2020 we plan to exit the leased manufacturing
facility in Martinsville, Virginia and four leased furniture showrooms.
We had no capital leases in fiscal years 2019 or 2018.
During the latter portion of our fiscal year 2017, we sold a facility in Indiana which housed the education center for dealer and
employee training, a research and development center, and a product showroom for proceeds of $3.8 million. We were leasing a
portion of the facility back to facilitate the short-term transition of those functions to other existing Indiana locations. The sale
of the facility did not qualify for sale-leaseback accounting during fiscal year 2017, and thus the $1.7 million pre-tax gain on
the sale was not recognized in selling and administrative expenses until fiscal year 2018.
Guarantees:
Standby letters of credit were issued to lessors and insurance institutions and can only be drawn upon in the event of our failure
to pay our obligations to a beneficiary. We had a maximum financial exposure from unused standby letters of credit totaling
$1.5 million as of June 30, 2019 and $1.4 million as of June 30, 2018.
We are periodically required to provide performance bonds in order to conduct business with certain customers. The bonds are
required to provide assurances to customers that the products and services they have purchased will be installed and/or
provided properly and without damage to their facilities. We are ultimately liable for claims that may occur against the
performance bonds. We had no financial exposure from performance bonds as of June 30, 2019 and we had a maximum
financial exposure totaling $0.5 million as of June 30, 2018.
We are not aware of circumstances that would require us to perform under 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, 2019 and 2018 with respect to the standby
letters of credit or performance bonds. We also enter into commercial letters of credit to facilitate payments to vendors and
from customers.
Product Warranties:
We provide an assurance-type warranty that guarantees our product complies with agreed-upon specifications. This warranty is
not sold separately and does not convey any additional services to the customer. We estimate product warranty liability at the
time of sale based on historical repair or replacement cost trends in conjunction with the length of the warranty offered.
Management refines the warranty liability periodically based on changes in historical cost trends and in certain cases where
specific warranty issues become known.
63
Changes in the product warranty accrual during fiscal years 2019, 2018, and 2017 were as follows:
(Amounts in Thousands)
Product Warranty Liability at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additions to warranty accrual (including changes in estimates) . . . . . . . . . . . . . . . . . . . .
Settlements made (in cash or in kind) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Product Warranty Liability at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019
2018
2017
2,294
886
(942)
2,238
$
$
1,992
1,307
(1,005)
2,294
$
$
2,351
562
(921)
1,992
Note 10 Long-Term Debt and Credit Facilities
Long-term debt, less current maturities as of June 30, 2019 and 2018, was, in thousands, $136 and $161, respectively, and
current maturities of long-term debt were, in thousands, $25 and $23, respectively. Long-term debt consists of a long-term note
payable, which has an interest rate of 9.25% and matures in 2025. Aggregate maturities of long-term debt for the next five
years are, in thousands, $25, $27, $30, $33, and $36, respectively, and aggregate $10 thereafter.
We maintain a $30 million credit facility with a maturity date of October 31, 2019 that allows for both issuances of letters of
credit and cash borrowings. This facility provides an option to increase the amount available for borrowing to $55 million at
our request, subject to the consent of the participating banks. We expect to negotiate a new credit facility to replace the current
$30 million credit facility prior to its October 2019 expiration. At June 30, 2019 and 2018, we had no borrowings outstanding
under the credit facility. At June 30, 2019, we had $1.5 million in letters of credit outstanding, which reduced our borrowing
capacity on the credit facility to $28.5 million.
The revolving loans under the Credit Agreement may consist of, at our election, advances in U.S. dollars or advances in any
other currency that is agreed to by the lenders. The proceeds of the revolving loans are to be used for general corporate
purposes, including acquisitions. A portion of the credit facility, not to exceed $10 million of the principal amount, will be
available for the issuance of letters of credit. The commitment fee is payable on the unused portion of the credit facility which
was immaterial to our operating results for fiscal years 2019 and 2018. The commitment fee on the unused portion of principal
amount of the credit facility is payable at a rate that ranges from 20.0 to 25.0 basis points per annum as determined by our ratio
of consolidated total indebtedness to adjusted consolidated EBITDA.
The interest rate is dependent on the type of borrowings and will be one of the following two options:
• The adjusted London Interbank Offered Rate (“Adjusted LIBO Rate” as defined in the Credit Agreement) in effect two
business days prior to the advance (adjusted upwards to reflect bank reserve costs) for such interest period, plus the
Eurocurrency Loans margin which can range from 125.0 to 175.0 basis points based on our ratio of consolidated total
indebtedness to adjusted consolidated EBITDA; or
• The Alternate Base Rate, which is defined as the highest of the fluctuating rate per annum equal to the higher of
JP Morgan’s prime rate;
1% per annum above the Adjusted LIBO rate; or
0.5% per annum above the Federal funds rate;
a.
b.
c.
plus the ABR Loans spread which can range from 25.0 to 75.0 basis points based on our ratio of consolidated total
indebtedness to adjusted consolidated EBITDA.
Our financial covenants under the Credit Agreement require:
• An adjusted leverage ratio of (a) consolidated total indebtedness minus unencumbered U.S. cash on hand in the U.S. in
excess of $15,000,000 to (b) consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then
most recently ended four fiscal quarters, to not be greater than 3.0 to 1.0, and
• A fixed charge coverage ratio of (a) the sum of (i) consolidated EBITDA, minus (ii) 50% of depreciation expense,
minus (iii) taxes paid, minus (iv) dividends and distributions paid, to (b) the sum of (i) scheduled principal payments
on indebtedness due and/or paid, plus (ii) interest expense, calculated on a consolidated basis in accordance with
GAAP, determined as of the end of each of its fiscal quarters for the trailing four fiscal quarters then ending, to not be
less than 1.10 to 1.00.
Interest expense incurred and paid on borrowings were, in thousands, $87, $70, and $37, in fiscal years 2019, 2018, and 2017,
respectively.
64
Note 11 Employee Benefit Plans
Retirement Plans:
We have a trusteed defined contribution retirement plan in effect for substantially all domestic employees meeting the
eligibility requirements. Employer contributions to the trusteed plan have a five-year vesting schedule and are held for the sole
benefit of participants. We also maintain a supplemental employee retirement plan (“SERP”) for executive employees which
enables them to defer cash compensation on a pre-tax basis in excess of IRS limitations. 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.
The discretionary employer contribution for domestic employees is determined annually by the Compensation and Governance
Committee of the Board of Directors. Total expense related to employer contributions to the domestic retirement plans was, in
millions, $7.3, $5.9, and $6.4 for fiscal years 2019, 2018, and 2017, respectively.
Employees of certain foreign subsidiaries are covered by local pension or retirement plans. The expense related to employer
contributions to these foreign plans for fiscal years 2019, 2018, and 2017 was not material.
Severance Plans:
Our domestic employees participate in severance plans which provide severance benefits to eligible employees meeting the
plans’ qualifications, primarily for involuntary termination without cause.
There are no statutory requirements for us to contribute to the plans, nor do employees contribute to the plans. The plans hold
no assets. Benefits are paid using available cash on hand when eligible employees meet plan qualifications for payment.
Benefits are based upon an employee’s years of service and accumulate up to certain limits specified in the plans and include
both salary and an allowance for medical benefits. The components and changes in the Benefit Obligation, Accumulated Other
Comprehensive Income (Loss), and Net Periodic Benefit Cost are as follows:
(Amounts in Thousands)
Changes and Components of Benefit Obligation:
Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss for the period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Balance in current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Balance in noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total benefit obligation recognized in the Consolidated Balance Sheets . . . . . . . . . . $
June 30
2019
2018
2,719
506
89
(484)
(46)
2,784
506
2,278
2,784
$
$
$
$
3,083
521
85
(895)
(75)
2,719
494
2,225
2,719
June 30
2019
(Amounts in Thousands)
Changes and Components in Accumulated Other Comprehensive Income (Loss) (before tax):
2018
Accumulated Other Comprehensive Income (Loss) at beginning of year . . . . . . . . . . . . . . $
Net change in unrecognized actuarial gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated Other Comprehensive Income (Loss) at end of year . . . . . . . . . . . . . . . . . . . $
2,494
80
2,574
$
$
1,859
635
2,494
65
(Amounts in Thousands)
Components of Net Periodic Benefit Cost (before tax):
Service cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net periodic benefit cost — Total cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended June 30
2019
2018
2017
506
$
521
$
89
(404)
191
$
85
(260)
346
$
482
65
(473)
74
The benefit cost in the above table includes only normal recurring levels of severance activity, as estimated using an actuarial
method. Unusual or non-recurring severance actions, such as the restructuring employee transition pay described in Note 3 -
Restructuring, are not estimable using actuarial methods and are therefore excluded from the preceding tables.
During fiscal year 2019, we reported service cost in the Cost of Sales and Selling and Administrative Expenses lines of the
Consolidated Statement of Income, interest cost in the Interest Expense line, and amortization of actuarial income in the Non-
operating income. During fiscal year 2018 and 2017, all costs were recognized in the Cost of Sales and Selling and
Administrative Expenses lines and were not segregated between the operating and non-operating sections of the Consolidated
Statement of Income because the impact was immaterial.
The Plan recognized actuarial gains during fiscal years 2019, 2018 and 2017 as a result of lower benefit payments than were
assumed in the benefit obligation. The actuarial gain is amortized on a straight-line basis over the average remaining service
period of employees expected to receive benefits under the plans.
Assumptions used to determine fiscal year end benefit obligations are as follows:
Discount Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of Compensation Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019
2.8%
3.0%
Weighted average assumptions used to determine fiscal year net periodic benefit costs are as follows:
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rate of Compensation Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019
3.2%
3.0%
2018
3.4%
3.0%
2018
3.0%
3.0%
2017
2.4%
3.0%
Note 12 Stock Compensation Plans
On October 31, 2017, the shareholders approved the 2017 Stock Incentive Plan (“the 2017 Plan”) which allows for the issuance
of stock awards, restricted stock awards, stock options, stock appreciation rights, and other stock-based awards, each of which
may include performance-based conditions, to certain employees, non-employee directors, consultants, and advisors. The 2017
Plan authorizes the issuance of 2.1 million shares of our Class B Common Stock including unused shares from the former plan.
Stock-based compensation expense was $6.6 million, $4.2 million, and $6.3 million in fiscal years 2019, 2018 and 2017,
respectively. The total income tax benefit for stock compensation arrangements was $2.0 million, $2.1 million, and $2.9 million
in fiscal years 2019, 2018 and 2017, respectively. Included in the income tax benefit for fiscal years 2019, 2018 and 2017,
respectively, was a $0.3 million, $0.7 million, and $0.5 million reduction in taxes for excess tax benefits from the vesting of
stock awards. We generally use treasury shares for issuance of shares.
Performance Shares:
We award performance shares to officers and other key employees. Under these awards, a number of shares will be issued to
each participant based upon the attainment of the applicable performance conditions as applied to a total potential share award
made and approved by the Compensation and Governance Committee. Currently outstanding are long-term performance share
awards with a contractual life of five years. We also award annual performance share awards with a contractual life of one year.
The performance conditions for both types of performance share awards are based on annual performance measurement
periods. Annual performance shares vest at the end of the fiscal year. Long-term performance shares vest when issued as
Common Stock shortly after the end of the fiscal year in which each performance measurement period is complete. The long-
term performance share award is being phased out with the final issuance of shares in July 2019. If a participant is not
employed on the date long-term performance shares are issued or the date annual performance shares are vested, the
66
performance share award is forfeited, except in the case of death, retirement, total permanent disability, or certain other
circumstances described in our employment policy. To the extent performance conditions are not fully attained, performance
shares are forfeited.
A summary of performance share activity during fiscal year 2019 is presented below:
Number
of Shares (1)
Weighted Average
Grant Date
Fair Value
Performance Shares outstanding at July 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance Shares outstanding at June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104,223
116,598
(143,543)
(49,555)
27,723
$16.52
$16.13
$16.33
$16.13
$16.12
(1) The shares granted include the maximum number of shares that may vest under performance share awards; however, the actual number of
shares which vest is determined based on the satisfaction of performance conditions, and therefore may be significantly lower. The shares
vested include the earned number of shares to be issued based on performance conditions, while shares forfeited include shares that will not
be issued as a result of not fully attaining the maximum performance conditions.
As of June 30, 2019, there was less than $0.1 million of unrecognized compensation cost related to performance shares, based
on the latest estimated attainment of performance conditions. That cost is expected to be recognized in July 2019, with a
weighted average vesting period of one month. The fair value of performance shares is based on the closing stock price at the
date of grant, reduced by the present value of dividends normally paid over the vesting period which are not payable on
outstanding performance share awards. The weighted average grant date fair value was $16.13, $16.62, and $11.26 for
performance share awards granted in fiscal years 2019, 2018, and 2017, respectively. During fiscal years 2019, 2018, and 2017,
respectively, 143,543; 401,833; and 294,086 performance shares vested at a fair value of $2.3 million, $4.8 million, and $3.6
million. Fiscal year 2018 vesting was higher primarily because of a change in vesting timing from July to June 30.
The performance shares vested represent the total number of shares vested prior to the reduction of shares withheld to satisfy
tax withholding obligations.
Relative Total Shareholder Return Performance Units:
We award relative total shareholder return performance units (“RTSR”) to key officers. Under these awards, a participant will
earn from 0% to 200% of the target award depending upon how the compound annual growth rate of Kimball International
common stock ranks within the peer group at the end of the performance period. RTSRs are vested at the end of the
performance period and are issued as common shares shortly after the performance measurement period is complete. The
contractual life of the RTSRs is generally three years. If a participant is not employed on the date shares are vested, the RTSR
award is forfeited, except in the case of death, retirement, total permanent disability, or certain other circumstances described in
our employment policy. To the extent performance conditions are not fully attained, RTSRs are forfeited.
A summary of RTSR activity during fiscal year 2019 is presented below:
Number
of Shares (1)
Weighted Average
Grant Date
Fair Value
RTSRs outstanding at July 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RTSRs outstanding at June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130,640
140,914
(67,130)
(29,512)
174,912
$18.94
$21.43
$17.23
$20.18
$21.31
(1) The shares granted include the maximum number of shares that may vest under RTSR awards; however, the actual number of shares
which vest is determined based on the satisfaction of performance conditions, and therefore may be significantly lower. The shares vested
include the earned number of shares to be issued based on performance conditions, while shares forfeited include shares that will not be
issued as a result of not fully attaining the maximum performance conditions.
67
As of June 30, 2019, there was approximately $1.1 million of unrecognized compensation cost related to RTSRs. That cost is
expected to be recognized over the vesting periods ending June 2020 through June 2021, with a weighted average vesting
period of approximately one year, five months. The grant date fair value of RTSR awards was calculated using a Monte Carlo
simulation. This valuation technique includes estimating the movement of stock prices and the effects of volatility, interest
rates, and dividends. The weighted average grant date fair value was $21.43, $20.65, and $13.92 for RTSR awards granted in
fiscal years 2019, 2018, and 2017, respectively. During fiscal years 2019, 2018, and 2017, respectively, 67,130, 37,535, and
57,375, RTSRs vested at a fair value of $1.2 million, $0.6 million, and $1.0 million. The RTSR awards vested represent the
total number of shares vested prior to the reduction of shares withheld to satisfy tax withholding obligations.
On May 7, 2018, Robert F. Schneider informed the Board of Directors of Kimball International of his decision to retire as our
Chief Executive Officer (“CEO”) and Chairman of the Board. With the announcement of his plan to retire, the Company and
Mr. Schneider entered into an Amendment to Executive’s Terms of Employment (“Amendment”) which modified the terms of
his RTSR awards so that a prorated portion of awards vest based on the portion of the applicable performance period that Mr.
Schneider worked prior to his retirement. The Amendment was determined to be a Type III “Improbable to Probable”
modification, as the awards were no longer probable of vesting prior to the Amendment. Mr. Schneider retired on October 31,
2018 and upon the June 30, 2019 vesting date received 39,112 shares at a vested fair value of $0.7 million. He has outstanding
maximum shares of 14,668 at a fair value of $0.3 million vesting June 30, 2020.
Restricted Share Units:
Restricted Share Units (“RSUs”) were granted to officers and key employees. Upon vesting, the outstanding number of RSUs
and the value of dividends accumulated over the vesting period are converted to shares of common stock. The contractual life
of the RSUs is generally three years, however certain awards have shorter or longer contractual lives in order to transition from
other types of compensation or to be used as a long-term retention tool. If the employment of a holder of an RSU terminates
before the RSU has vested for any reason other than death, retirement, total permanent disability, or certain other circumstances
described in our employment policy, the RSU and accumulated dividends will be forfeited.
A summary of RSU activity during fiscal year 2019 is presented below:
Number
of Shares
Weighted Average
Grant Date
Fair Value
RSUs outstanding at July 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RSUs outstanding at June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201,826
318,822
(149,323)
(47,298)
324,027
$15.10
$16.38
$14.61
$15.43
$16.54
As of June 30, 2019, there was approximately $3.2 million of unrecognized compensation cost related to nonvested RSU
compensation arrangements. That cost is expected to be recognized over vesting periods ending June 2020 through June 2021,
with a weighted average vesting period of one year, seven months. The fair value of RSU awards is based on the stock price at
the date of award. The weighted average grant date fair value was $16.38, $17.14, and $11.85 for RSU awards granted in fiscal
years 2019, 2018, and 2017, respectively. During fiscal years 2019, 2018, and 2017, respectively, 149,323, 79,315, and 86,116
RSUs vested at a fair value of $2.2 million, $1.0 million, and $0.8 million. The fair value is equal to the closing price of shares
of our Common Stock on the date of the grant. The RSU awards vested represent the total number of shares vested prior to the
reduction of shares withheld to satisfy tax withholding obligations.
Mr. Schneider’s Amendment, in conjunction with his retirement, modified the terms of his existing RSU awards so that a
prorated portion of awards vest based on the portion of the applicable period that Mr. Schneider works prior to his retirement.
The Amendment was determined to be a Type III “Improbable to Probable” modification, as the awards were no longer
probable of vesting prior to the Amendment. Mr. Schneider retired on October 31, 2018 and received 26,397 shares at a vested
fair value of $0.4 million.
Unrestricted Share Grants:
Unrestricted shares may be granted to employees and non-employee members of the Board of Directors as consideration for
service to Kimball International. 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
2019, 2018, and 2017, respectively, we granted a total of 42,888, 38,696, and 48,812 unrestricted shares of common stock at an
68
average grant date fair value of $15.42, $18.31, and $14.12 for a total fair value, in thousands, of $661, $709, and $689. These
shares are the total number of shares granted, prior to the reduction of shares withheld to satisfy tax withholding obligations.
Unrestricted shares were awarded to key employees and non-employee members of the Board of Directors as compensation for
director’s fees and as a result of directors’ elections to receive unrestricted shares in lieu of cash payment. Director’s fees are
expensed over the period that directors earn the compensation.
Note 13 Fair Value
We categorize assets and liabilities measured at fair value into three levels based upon the assumptions (inputs) used to price
the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas level 3 generally requires significant
management judgment. The three levels are defined as follows:
• Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
• Level 2: Observable inputs other than those included in level 1. For example, quoted prices for similar assets or
liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
• Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or
liability.
Our policy is to recognize transfers between these levels as of the end of each quarterly reporting period. There were no
transfers between these levels during fiscal years 2019 and 2018.
We hold a total investment of $2.0 million in a privately-held company, consisting of $0.5 million in equity securities without
readily determinable fair value and $1.5 million in stock warrants. The investment in equity securities without readily
determinable fair value is classified as a level 3 financial asset, as explained in the Financial Instruments Not Carried At Fair
Value section below. The investment in stock warrants is also classified as a level 3 financial asset and is accounted for as a
derivative instrument valued on a recurring basis, as explained in the Financial Instruments Recognized at Fair Value section
below. See Note 15 - Investments of Notes to Consolidated Financial Statements for further information regarding the
investment in equity securities without readily determinable fair value, and Note 14 - Derivative Instruments of Notes to
Consolidated Financial Statements for further information regarding the investment in stock warrants. No purchases or sales of
level 3 assets occurred during the fiscal years ended June 30, 2019 and 2018.
In connection with the acquisition of D’style, we valued long-lived and intangible assets at their estimated fair values at the
acquisition date. The fair value estimates for intangible assets were based upon assumptions related to the future cash flows and
discount rates utilizing currently available information, and in some cases, valuation results from independent valuation
specialists (Level 3 determination of fair value). Subsequent to the acquisition, we may determine the fair value of our long-
lived and intangible assets on a non-recurring basis in connection with our periodic evaluations of such assets for potential
impairment and record impairment charges when such fair value estimates are lower than the carrying values of the assets. As
part of the acquisition, contingent earn-out payments up to $2.2 million may be paid based upon fiscal year 2018 and 2019
D’style, Inc. operating income compared to a predetermined target for each fiscal year. As of the November 6, 2017 acquisition
date, the fair value of the earn-out liability was $1.7 million. The liability is carried at fair value and is classified in Level 3 of
the fair value hierarchy.
During the fiscal year ended June 30, 2018, the fair value of the contingent earn-out liability was adjusted to $1.1 million,
resulting in a $0.6 million pre-tax gain, recognized as $0.8 million pre-tax gain included in Selling and Administrative
Expenses, offset in part by $0.2 million of Interest Expense.
During the fiscal year ended June 30, 2019, the fair value of the contingent earn-out liability was adjusted to $0.4 million due to
a payment of $0.4 million relating to fiscal year 2018 and an adjustment of $0.3 million of pre-tax income within Selling and
Administrative Expenses which was partially offset by Interest Expense. The adjustment was attributable to fiscal year 2019
D’style operating income compared to a predetermined target for the fiscal year.
69
Financial Instruments Recognized at Fair Value:
The following methods and assumptions were used to measure fair value:
Financial Instrument
Cash Equivalents: Money market funds
Level
1
Valuation Technique/Inputs Used
Market - Quoted market prices.
Cash Equivalents: Commercial paper
Available-for-sale securities: Secondary
market certificates of deposit
Available-for-sale securities: Municipal
bonds
Available-for-sale securities: U.S. Treasury
and federal agencies
Trading securities: Mutual funds held in
nonqualified SERP
Derivative Assets: Stock warrants
Derivative Liability: Foreign exchange
contracts
Contingent earn-out liability
2
2
2
2
1
3
2
3
Market - Based on market data which use evaluated pricing models
and incorporate available trade, bid, and other market information.
Market - Based on market data which use evaluated pricing models
and incorporate available trade, bid, and other market information.
Market - Based on market data which use evaluated pricing models
and incorporate available trade, bid, and other market information.
Market - Based on market data which use evaluated pricing models
and incorporate available trade, bid, and other market information.
Market - Quoted market prices
Market - The privately-held company is in a start-up phase. The
pricing of recent purchases or sales of the
investment are considered, if any, as well as positive and negative
qualitative evidence, in the assessment of fair value.
Market - Based on observable market inputs using standard
calculations, such as time value, forward interest rate yield curves,
and current spot rates adjusted for Kimball International's non-
performance risk.
Income - Based on a valuation model that measures the present
value of the probable cash payments based upon the forecasted
operating performance of the acquisition and a discount rate that
captures the risk associated with the liability.
70
Recurring Fair Value Measurements:
As of June 30, 2019 and June 30, 2018, the fair values of financial assets and liabilities that are measured at fair value on a
recurring basis using the market or income approach are categorized as follows:
(Amounts in Thousands)
June 30, 2019
Level 1
Level 2
Level 3
Total
Assets
Cash equivalents: Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash equivalents: Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities: Secondary market certificates of deposit. . .
Available-for-sale securities: Municipal bonds . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities: U.S. Treasury and federal agencies . . . . . . .
Trading Securities: Mutual funds in nonqualified SERP . . . . . . . . . . . . . .
Derivatives: Stock warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities
Contingent earn-out liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
40,016
—
—
—
—
11,774
—
51,790
$
— $
29,408
11,230
1,922
19,919
—
—
62,479
$
$
— $
—
—
—
—
—
1,500
1,500
40,016
29,408
11,230
1,922
19,919
11,774
1,500
$ 115,769
—
— $
—
— $
360
360
$
360
360
(Amounts in Thousands)
June 30, 2018
Level 1
Level 2
Level 3
Total
Assets
Cash equivalents: Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash equivalents: Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities: Secondary market certificates of deposit. . .
Available-for-sale securities: Municipal bonds . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities: U.S. Treasury and federal agencies . . . . . . .
Trading Securities: Mutual funds in nonqualified SERP . . . . . . . . . . . . . .
Derivatives: Stock warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets at fair value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities
Derivatives: Foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . $
Contingent earn-out liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
24,407
—
—
—
—
12,114
—
36,521
$
— $
25,918
11,850
16,508
6,249
—
—
60,525
$
$
$
$
— $
—
— $
10
—
10
— $
—
—
—
—
—
1,500
1,500
$
24,407
25,918
11,850
16,508
6,249
12,114
1,500
98,546
— $
1,056
1,056
$
10
1,056
1,066
The nonqualified supplemental employee retirement plan (“SERP”) assets consist primarily of equity funds, balanced funds,
target date funds, a bond fund, and a money market fund. The SERP investment assets are offset by a SERP liability which
represents our obligation to distribute SERP funds to participants. See Note 15 - Investments of Notes to Consolidated
Financial Statements for further information regarding the SERP.
71
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
Notes receivable
Equity securities without readily
determinable fair value
Level
2
3
Valuation Technique/Inputs Used
Market - Price approximated based on the assumed collection of
receivables in the normal course of business, taking into account the
customer’s non-performance risk
Costs minus impairment, if any, plus or minus changes resulting
from observable price changes in orderly transactions for the
identical or a similar investment of the same issuer. Impairment is
assessed qualitatively.
On a periodic basis, but no less frequently than quarterly, the investment in equity securities without readily determinable fair
value is qualitatively assessed for impairment when there are events or changes in circumstances that may have a significant
adverse effect on the fair value of the investment. If a significant adverse effect on the fair value of the investment were to
occur and was deemed to be other-than-temporary, the fair value of the investment would be estimated, and the amount by
which the carrying value of the investment exceeds its fair value would be recorded as an impairment loss. See Note 15 -
Investments of Notes to Consolidated Financial Statements for the carrying amount of this investment.
The carrying value of our cash deposit accounts, trade accounts receivable, trade accounts payable, and dividends payable
approximates fair value due to the relatively short maturity and immaterial non-performance risk.
Note 14 Derivative Instruments
Stock Warrants:
We hold a total investment of $2.0 million in a privately-held company, including $1.5 million in stock warrants purchased
during fiscal year 2017. The investment in stock warrants is accounted for as a derivative instrument and is included in the
Other Assets line of the Consolidated Balance Sheets. The stock warrants are convertible into equity shares of the privately-
held company upon achieving certain milestones. The value of the stock warrants will fluctuate primarily in relation to the
value of the privately-held company's underlying securities, either providing an appreciation in value or potentially expiring
with no value. During the year ended June 30, 2019, the change in fair value of the stock warrants was not significant. See Note
13 - Fair Value of Notes to Consolidated Financial Statements for more information on the valuation of these securities.
Information on the location and amounts of derivative fair values in the Consolidated Balance Sheets are presented below.
Fair Values of Derivative Instruments on the Consolidated Balance Sheets
Asset Derivatives
Liability Derivatives
(Amounts in Thousands)
Balance Sheet Location
Derivatives designated as hedging instruments:
Foreign exchange contracts. . . . . . . . . .
Prepaid expenses and other
current assets . . . . . . . . . . . .
Derivatives not designated as hedging instruments:
Stock warrants. . . . . . . . . . . . . . . . . . . . Other Assets . . . . . . . . . . . . .
Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value As of
June 30
2019
June 30
2018
Balance Sheet
Location
Fair Value As of
June 30
2019
June 30
2018
— $
— Accrued expenses . .
$
— $
10
1,500
1,500
$
$
1,500
1,500
$
—
— $
—
10
$
$
$
72
Note 15 Investments
Investment Portfolio:
Our investment portfolio consists of municipal bonds, certificates of deposit purchased in the secondary market, and U.S.
Treasury and federal agency securities. Municipal bonds include general obligation bonds and revenue bonds, some of which
are pre-refunded. U.S. Treasury securities represent Treasury Bills and Notes of the U.S. government. Federal agency securities
represent debt securities of a U.S. government sponsored agency, and certain of these securities are callable. Our investment
policy dictates that municipal bonds, U.S. Treasury and federal agency securities must be investment grade quality. Our
secondary market certificates of deposit are classified as investment securities, being purchased in the secondary market
through a broker and available to be sold in the secondary market. All certificates of deposit are FDIC insured.
Our investment portfolio is available for use in current operations, therefore investments are recorded within Current Assets in
the Consolidated Balance Sheets. The contractual maturities of our investment portfolio were as follows (maturity dates for
municipal bonds are based on pre-refunded dates and maturity dates for government agency securities are based on the first
available call date, if applicable):
(Amounts in Thousands)
Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
After one year through two years . . . . . . . . . . . . . . . . . .
Total Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Certificates of
Deposit
6,735
4,495
11,230
June 30, 2019
Municipal Bonds
1,922
$
—
1,922
$
U.S. Treasury and
Federal Agencies
19,919
$
—
19,919
$
All investments are classified as available-for-sale securities which are recorded at fair value. See Note 13 - Fair Value of Notes
to Consolidated Financial Statements for more information on the fair value of available-for-sale securities. The amortized cost
basis reflects the original purchase price, with discounts and premiums amortized over the life of the available-for-sale
securities. Unrealized losses on available-for-sale securities are recognized in earnings when there is intent to sell or it is likely
to be required to sell before recovery of the loss, or when the available-for-sale securities have incurred a credit loss.
Otherwise, unrealized gains and losses are recorded net of the tax-related effect as a component of Shareholders’ Equity.
(Amounts in Thousands)
Amortized cost basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Unrealized holding gains . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding losses . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Certificates of
Deposit
11,230
—
—
11,230
June 30, 2019
Municipal Bonds
1,921
$
1
—
1,922
$
June 30, 2018
U.S. Treasury and
Federal Agencies
19,888
$
31
—
19,919
$
(Amounts in Thousands)
Amortized cost basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Unrealized holding gains . . . . . . . . . . . . . . . . . . . . . . . .
Unrealized holding losses . . . . . . . . . . . . . . . . . . . . . . . .
Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Certificates of
Deposit
11,850
—
—
11,850
Municipal Bonds
16,532
$
—
(24)
16,508
$
U.S. Treasury and
Federal Agencies
6,266
$
—
(17)
6,249
$
No investments were in a continuous unrealized loss position for greater than 12 months as of June 30, 2019. There were no
realized losses as a result of sales during fiscal year 2019 and an immaterial amount during fiscal year 2018.
Supplemental Employee Retirement Plan Investments:
We maintain a self-directed supplemental employee retirement plan (“SERP”) in which executive employees are eligible to
participate. The SERP utilizes 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 Consolidated Balance Sheets at current fair value. A SERP liability
of the same amount is recorded on the Consolidated Balance Sheets representing an obligation to distribute SERP funds to
participants. The SERP investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are
recognized in income in the Other Income (Expense) category. Adjustments made to revalue the SERP liability are also
73
recognized in income as selling and administrative expenses and offset valuation adjustments on SERP investment assets. Net
unrealized holding gains for securities held at June 30, 2019, 2018, and 2017 were, in thousands, $223, $585, and $223,
respectively. SERP asset and liability balances were as follows:
(Amounts in Thousands)
SERP investments - current asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
SERP investments - other long-term asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total SERP investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
SERP obligation - current liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
SERP obligation - other long-term liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total SERP obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
June 30
2019
2018
3,087
8,687
11,774
3,087
8,687
11,774
$
$
$
$
3,868
8,246
12,114
3,868
8,246
12,114
Equity securities without readily determinable fair value:
We hold a total investment of $2.0 million in a privately-held company, including $0.5 million in equity securities without
readily determinable fair value purchased during fiscal year 2016. The investment in equity securities without readily
determinable fair value is included in the Other Assets line of the Consolidated Balance Sheets. See Note 13 - Fair Value of
Notes to Consolidated Financial Statements for more information on the valuation of these securities. We do not hold a
majority voting interest and are not the variable interest primary beneficiary of the privately-held company, thus consolidation
is not required.
Note 16 Accrued Expenses
Accrued expenses consisted of:
(Amounts in Thousands)
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer retirement contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
June 30
2019
2018
24,582
8,148
7,032
4,115
3,821
822
3,163
5,811
57,494
$
$
22,045
7,134
5,605
3,598
4,210
—
2,997
4,997
50,586
Note 17 Geographic Information
The following geographic area data includes net sales based on the location where title transfers.
(Amounts in Thousands)
Net Sales:
Year Ended June 30
2018
2019
2017
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
755,878
12,192
768,070
$
$
691,766
12,788
704,554
$
$
681,484
11,483
692,967
Substantially all long-lived assets were located in the United States for each of the three fiscal years ended June 30, 2019.
Long-lived assets include property and equipment and other long-term assets such as software.
74
Note 18 Accumulated Other Comprehensive Income
During fiscal year 2019 and 2018, the changes in the balances of each component of Accumulated Other Comprehensive
Income, net of tax, were as follows:
Unrealized
Investment Gain
(Loss)
Postemployment
Benefits Net
Actuarial Gain
(Loss)
Derivative Gain
(Loss)
Accumulated
Other
Comprehensive
Income
(21) $
1,136
$
— $
1,115
(8)
3
(5)
599
(176)
423
(5) $
(31) $
295
1,854
$
$
360
(300)
60
(7)
—
(7)
— $
(7) $
(9)
16
7
584
(173)
411
290
1,816
405
(284)
121
1,937
$
1,914
$
— $
(Amounts in Thousands)
Balance at June 30, 2017. . . . . . . . . . . . . . . . . $
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to (earnings) loss. . . . . . . . . .
Net current-period other comprehensive
income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of change in enacted income
tax rate to retained earnings . . . . . . . . . . . . . . $
Balance at June 30, 2018. . . . . . . . . . . . . . . . . $
Other comprehensive income (loss) before
reclassifications . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification to (earnings) loss. . . . . . . . . .
Net current-period other comprehensive
income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at June 30, 2019. . . . . . . . . . . . . . . . . $
54
—
54
23
75
The following reclassifications were made from Accumulated Other Comprehensive Income to the Consolidated Statements of
Income:
Reclassifications from Accumulated
Other Comprehensive Income
(Amounts in Thousands)
Realized Investment Gain (Loss) on
available-for-sale securities (1) . . . . . . . $
Postemployment Benefits
Amortization of Actuarial Gain (2) . . . .
Derivative Gain (Loss) (3) . . . . . . . . . . .
$
$
$
$
Fiscal Year Ended
June 30,
2019
2018
Affected Line Item in the
Consolidated Statements of Income
— $
—
— $
(4) Non-operating income (expense), net
1 Benefit (Provision) for Income Taxes
(3) Net Income
— $
—
404
(104)
300
$
(21)
5
168 Cost of Sales
92
Selling and Administrative Expenses
— Non-operating income (expense), net
(84) Benefit (Provision) for Income Taxes
176 Net Income
— Non-operating income (expense), net
— Benefit (Provision) for Income Taxes
(16) $
— Net Income
Total Reclassifications for the Period. . . $
284
$
173 Net Income
Amounts in parentheses indicate reductions to income.
(1) See Note 15 - Investments of Notes to Consolidated Financial Statements for further information on available-for-sale securities.
(2) See Note 11 - Employee Benefit Plans of Notes to Consolidated Financial Statements for further information on postemployment benefit
plans.
(3) See Note 14 - Derivative Instruments of Notes to Consolidated Financial Statements for further information on derivative instruments.
Note 19 Variable Interest Entities
Our involvement with variable interest entities (“VIEs”) is limited to situations in which we are not the primary beneficiary as
we lack the power to direct the activities that most significantly impact the VIE’s economic performance. Thus, consolidation is
not required. Our involvement with VIEs consists of an investment in a privately-held company consisting of equity securities
without readily determinable fair value and stock warrants, and notes receivable related to independent dealership financing.
The equity securities without readily determinable fair value and stock warrants were valued at $0.5 million and $1.5 million,
respectively, at both June 30, 2019 and June 30, 2018 and were included in the Other Assets line of the Consolidated Balance
Sheets. For more information related to our investment in the privately-held company, see Note 13 - Fair Value of Notes to
Consolidated Financial Statements.
The carrying value of the notes receivable for independent dealership financing were $1.0 million and $0.6 million, net of a
$0.1 million allowance as of June 30, 2019 and June 30, 2018, respectively, and were included on the Receivables and Other
Assets lines of our Consolidated Balance Sheets.
We have no obligation to provide additional funding to the VIEs, and thus our exposure and risk of loss related to the VIEs is
limited to the carrying value of the investment and notes receivable. Financial support provided by Kimball International to the
VIEs was limited to the items discussed above during the fiscal year ended June 30, 2019.
76
Note 20 Credit Quality and Allowance for Credit Losses of Notes Receivable
We monitor credit quality and associated risks of notes receivable 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. As of June 30,
2019 and 2018, we had no material past due outstanding notes receivable.
As of June 30, 2019
As of June 30, 2018
Unpaid
Balance
(Amounts in Thousands)
Independent Dealership Financing . . . . . . . . . $ 1,010
Other Notes Receivable . . . . . . . . . . . . . . . . .
122
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,132
Related
Allowance
Receivable
Net of
Allowance
Unpaid
Balance
Related
Allowance
Receivable
Net of
Allowance
$
$
— $
122
122
$
1,010
—
1,010
$
$
666
183
849
$
$
50
183
233
$
$
616
—
616
Note 21 Quarterly Financial Information (Unaudited)
(Amounts in Thousands, Except for Per Share Data)
Fiscal Year 2019:
September 30 December 31
March 31
June 30
Three Months Ended
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring (Gain) Expense . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . $
Fiscal Year 2018:
Net Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Gross Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . $
194,123
65,873
—
10,876
0.29
0.29
175,360
64,007
10,957
0.29
0.29
$
$
$
$
$
$
201,008
64,989
—
9,405
0.26
0.25
178,614
57,420
7,378
0.20
0.20
$
$
$
$
$
$
177,369
56,561
—
7,954
0.22
0.22
160,897
49,964
5,850
0.16
0.16
$
$
$
$
$
$
195,570
67,129
937
11,109
0.30
0.30
189,683
64,240
10,254
0.28
0.28
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.
We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that
we file or submit 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 our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon their evaluation
of those controls and procedures performed as of June 30, 2019, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective.
(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, we
included a report of management’s assessment of the effectiveness of our internal control over financial reporting as
part of this report. The effectiveness of our internal control over financial reporting as of June 30, 2019 has been
audited by our independent registered public accounting firm. Management’s report and the independent registered
public accounting firm’s attestation report are included in our Consolidated Financial Statements under the captions
77
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, 2019 that have materially affected, or that are reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B - Other Information
None.
PART III
Item 10 - Directors, Executive Officers and Corporate Governance
Directors
The information required by this item with respect to Directors is incorporated by reference to the material contained in our
Proxy Statement for our annual meeting of shareholders to be held October 22, 2019 under the captions “Proposal No. 1 -
Election of Directors” and “Information Concerning the Board of Directors and Committees.”
Committees
The information required by this item with respect to the Audit Committee and its financial experts and with respect to the
Compensation and Governance Committee’s responsibility for establishing procedures by which shareholders may recommend
nominees to the Board of Directors is incorporated by reference to the material contained in our Proxy Statement for our annual
meeting of shareholders to be held October 22, 2019 under the caption “Information Concerning the Board of Directors and
Committees.”
Information about our Executive Officers
The information required by this item with respect to our executive officers is included at the end of Part I of this Annual
Report on Form 10-K under “Information about our Executive Officers” and is incorporated herein by reference.
Delinquent Reports under Section 16(a) of the Exchange Act
The information required by this item with respect to delinquent reports under Section 16(a) of the Securities Exchange Act of
1934 is incorporated by reference to the material contained in our Proxy Statement for our annual meeting of shareholders to be
held October 22, 2019 under the caption “Delinquent Section 16(a) Reports.”
Code of Ethics
We have a code of ethics that applies to all of our employees, including our Chief Executive Officer, our Chief Financial
Officer, and our Corporate Controller (functioning as Principal Accounting Officer). The code of ethics is posted on our website
at www.kimballinternational.com/corporate-governance. 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 our directors or executive officers will be disclosed in a Current
Report on Form 8-K.
Item 11 - Executive Compensation
The information required by this item is incorporated by reference to the material contained in our Proxy Statement for our
annual meeting of shareholders to be held October 22, 2019 under the captions “Information Concerning the Board of Directors
and Committees,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Related Risk
Assessment,” and “Executive Officer and Director Compensation.”
78
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Security Ownership
The information required by this item is incorporated by reference to the material contained in our Proxy Statement for our
annual meeting of shareholders to be held October 22, 2019 under the caption “Share Ownership Information.”
Securities Authorized for Issuance Under Equity Compensation Plans
The information required by this item is incorporated by reference to the material contained in our Proxy Statement for our
annual meeting of shareholders to be held October 22, 2019 under the caption “Executive Officer and Director Compensation
— Securities Authorized for Issuance Under Equity Compensation Plans.”
Item 13 - Certain Relationships and Related Transactions, and Director Independence
Relationships and Related Transactions
The information required by this item is incorporated by reference to the material contained in our Proxy Statement for our
annual meeting of shareholders to be held October 22, 2019 under the caption “Review and Approval of Transactions with
Related Persons.”
Director Independence
The information required by this item is incorporated by reference to the material contained in our Proxy Statement for our
annual meeting of shareholders to be held October 22, 2019 under the caption “Information Concerning the Board of Directors
and Committees.”
Item 14 - Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the material contained in our Proxy Statement for our
annual meeting of shareholders to be held October 22, 2019 under the caption “Proposal No. 3 - Ratification of the
Appointment of our Independent Registered Public Accounting Firm” and “Appendix A - Approval Process for Services
Performed by the Independent Registered Public Accounting Firm.”
79
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 . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Consolidated Balance Sheets as of June 30, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Consolidated Statements of Income for Each of the Three Years in the Period Ended June 30, 2019 . .
43
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended
June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended June 30,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for Each of the Three Years in the Period Ended
June 30, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
45
46
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
(2) Financial Statement Schedules:
II. Valuation and Qualifying Accounts for Each of the Three Years in the Period Ended June 30,
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
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
Exhibit
2(a)**
3(a)
3(b)
4(a)
10(a)*
10(b)*
10(c)*
10(d)*
10(e)*
10(f)*
10(g)*
Description
Separation and Distribution Agreement, dated as of October 31, 2014 by and between Kimball International, Inc. and Kimball
Electronics, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed November 3, 2014)
Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3(a) to the Company’s Form
10-Q filed November 2, 2017)
Restated By-laws of the Company (Incorporated by reference to Exhibit 3(b) to the Company’s Form 8-K filed October 30, 2018)
Description of the Company’s Class B Common Stock
2017 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed November 2, 2017)
Amended and Restated 2003 Stock Option and Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K
filed October 21, 2013)
Supplemental Employee Retirement Plan (2015 Revision) (Incorporated by reference to Exhibit 10(d) to the Company’s Form 10-K
for the fiscal year ended June 30, 2015)
Kimball International, Inc. 2019 Annual Cash Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K
filed June 25, 2019)
2016 Annual Cash Incentive Plan, as amended October 23, 2018 (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-
K filed October 25, 2018
2016 Annual Cash Incentive Plan, as amended May 7, 2018 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K
filed May 8, 2018)
Form of Fiscal Year 2020 Annual Performance Share Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K filed July 15, 2019)
80
Exhibit
10(h)*
10(i)*
10(j)*
10(k)*
10(l)*
10(m)*
10(n)*
10(o)*
10(p)*
10(q)*
10(r)*
10(s)*
10(t)*
10(u)*
10(v)*
10(w)*
10(x)
10(y)
10(z)
10(aa)
21
23
24
31.1
31.2
32.1
32.2
Description
Form of Fiscal Year 2019 Annual Performance Share Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s
Form 8-K filed July 9, 2018)
Form of Annual Performance Share Award Agreement between the Company and Kristine L. Juster awarded on November 1, 2018
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2018)
Form of Amendment of Annual and/or Long-Term Performance Share Awards (Incorporated by reference to Exhibit 10(c) to the
Company’s Form 10-Q for the quarter ended December 31, 2014)
Form of Long-Term Performance Share Award Agreement (Incorporated by reference to Exhibit 10(h) to the Company’s Form 10-K
for the fiscal year ended June 30, 2014)
Form of Restricted Stock Unit Award Agreement between the Company and Kristine L. Juster awarded on November 1, 2018
(Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed October 25, 2018)
Form of Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed July 9,
2018)
Restricted Share Unit Award Agreement dated May 7, 2018 between the Company and Robert F. Schneider (Incorporated by reference
to Exhibit 10.2 to the Company’s Form 8-K filed May 8, 2018)
Form of Fiscal Year 2018 Restricted Share Unit Award Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Form
8-K filed July 11, 2017)
Form of Performance Unit Award Agreement between the Company and Kristine L. Juster awarded on November 1, 2018
(Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed October 25, 2018)
Form of Performance Unit Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed July 9,
2018)
Form of Fiscal Year 2018 Performance Unit Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K
filed July 11, 2017)
Form of Executive Change in Control Agreement (Incorporated by reference to Exhibit 10(q) to the Company’s Form 10-K for the
fiscal year ended June 30, 2018)
Offer Letter between the Company and Kristine L. Juster effective November 1, 2018 (Incorporated by reference to Exhibit 10(a) to
the Company’s Form 10-Q for the quarter ended September 30, 2018)
Executive Employment Agreement executed on October 24, 2018 and effective as of November 1, 2018, by and between the
Company and Kristine L. Juster (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed October 25, 2018)
Amendment to Executive’s Terms of Employment dated May 7, 2018 between the Company and Robert F. Schneider (Incorporated by
reference to Exhibit 10.1 to the Company’s Form 8-K filed May 8, 2018)
Form of Executive Employment Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed June 29,
2015)
Credit Agreement, dated as of October 31, 2014 among Kimball International, Inc., the Lenders party thereto and JPMorgan Chase
Bank, National Association, as administrative agent (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed
November 3, 2014)
First Amendment to Credit Agreement, dated as of September 1, 2015 by and among Kimball International, Inc., and the Lenders
party thereto and JPMorgan Chase Bank, National Association, as administrative agent (Incorporated by reference to Exhibit 10.1 to
the Company’s Form 8-K filed September 3, 2015)
Tax Matters Agreement, dated as of October 31, 2014 by and among Kimball International, Inc. and Kimball Electronics, Inc.
(Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 3, 2014)
Employee Matters Agreement, dated as of October 31, 2014 by and between Kimball International, Inc. and Kimball Electronics, Inc.
(Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed November 3, 2014)
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Power of Attorney
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
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
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
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
XBRL Instance Document
101.INS
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Constitutes management contract or compensatory arrangement
** The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.
Item 16 - Form 10-K Summary
None.
81
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.
SIGNATURES
KIMBALL INTERNATIONAL, INC.
By: /s/ MICHELLE R. SCHROEDER
Michelle R. Schroeder
Vice President,
Chief Financial Officer
August 27, 2019
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/ KRISTINE L. JUSTER
Kristine L. Juster
Chief Executive Officer and Director
August 27, 2019
/s/ MICHELLE R. SCHROEDER
Michelle R. Schroeder
Vice President,
Chief Financial Officer
August 27, 2019
/s/ DARREN S. GRESS
Darren S. Gress
Corporate Controller
(functioning as Principal Accounting Officer)
August 27, 2019
82
Signature
Signature
/s/ THOMAS J. TISCHHAUSER *
Thomas J. Tischhauser
Director
/s/ KIMBERLY K. RYAN *
Kimberly K. Ryan
Director, Chair of the Board
/s/ PATRICK E. CONNOLLY *
Patrick E. Connolly
Director
/s/ GEOFFREY L. STRINGER *
Geoffrey L. Stringer
Director
/s/ TIMOTHY J. JAHNKE *
Timothy J. Jahnke
Director
/s/ DR. SUSAN B. FRAMPTON *
Dr. Susan B. Frampton
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 27, 2019
/s/ KRISTINE L. JUSTER
Kristine L. Juster
Director, Chief Executive Officer
Individually and as Attorney-In-Fact
83
Schedule II. - Valuation and Qualifying Accounts
KIMBALL INTERNATIONAL, INC.
Description
(Amounts in Thousands)
Balance
at
Beginning
of Year
Additions
(Reductions)
to Expense
Adjustments
to Other
Accounts
Write-offs
and
Recoveries
Balance at
End of
Year
Year Ended June 30, 2019
Valuation Allowances:
Short-Term Receivables . . . . . . . . . . . . . . . .
Long-Term Notes Receivable. . . . . . . . . . . .
Deferred Tax Asset . . . . . . . . . . . . . . . . . . . .
Year Ended June 30, 2018
Valuation Allowances:
Short-Term Receivables . . . . . . . . . . . . . . . .
Long-Term Notes Receivable. . . . . . . . . . . .
Deferred Tax Asset . . . . . . . . . . . . . . . . . . . .
Year Ended June 30, 2017
Valuation Allowances:
Short-Term Receivables . . . . . . . . . . . . . . . .
Long-Term Notes Receivable. . . . . . . . . . . .
Deferred Tax Asset . . . . . . . . . . . . . . . . . . . .
$
$
$
$
$
$
$
$
$
1,317
139
860
1,626
109
643
2,145
118
687
$
$
$
$
$
$
$
$
$
481
$
— $
— $
(25) $
(3) $
— $
(115) $
(32) $
$
126
(362) $
(22) $
(117) $
204
33
326
$
$
$
(488) $
— $
(109) $
(206) $
(9) $
— $
101
$
— $
— $
(414) $
— $
(44) $
1,321
85
869
1,317
139
860
1,626
109
643
84
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, Kristine L. Juster, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Kimball International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
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 27, 2019
/s/ KRISTINE L. JUSTER
KRISTINE L. JUSTER
Chief Executive Officer
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, Michelle R. Schroeder, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Kimball International, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
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 27, 2019
/s/ MICHELLE R. SCHROEDER
MICHELLE R. SCHROEDER
Vice President,
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 International, Inc. (the “Company”) on Form 10-K for the period ending
June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kristine L. Juster,
Chief Executive 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 27, 2019
/s/ KRISTINE L. JUSTER
KRISTINE L. JUSTER
Chief Executive Officer
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 International, Inc. (the “Company”) on Form 10-K for the period ending
June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michelle R.
Schroeder, 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 27, 2019
/s/ MICHELLE R. SCHROEDER
MICHELLE R. SCHROEDER
Vice President,
Chief Financial Officer
Our Leadership and Board
Senior Leadership Team
KRISTINE L. JUSTER
Chief Executive Officer & Director, Kimball International
DONALD W. VAN WINKLE
President, Chief Operating Officer, Kimball International
MICHELLE R. SCHROEDER
Vice President, Chief Financial Officer, Kimball International
LONNIE P. NICHOLSON
Vice President, Chief Administrative Officer, Kimball International
R. GREGORY KINCER
Vice President, Corporate Development, Kimball International
KOOROSH SHARGHI
Vice President, Strategy & Transformation, Kimball International
JULIA E. HEITZ CASSIDY
Vice President, General Counsel, Secretary,
Chief Ethics & Compliance Officer, Kimball International
KOURTNEY L. SMITH
Vice President, Kimball International
President, National Office Furniture
PHYLLIS M. GOETZ
Vice President, Kimball International
President, Kimball
KATHERINE S. SIGLER
Vice President, Kimball International
President, Kimball Hospitality
Subsidiary Officers
Michael J. Roch
Vice President, Sales, National Office Furniture
John T. Kaufmann
Vice President, Global Operations, Kimball Hospitality
Gregory A. Meunier
Vice President, Global Operations, National Office Furniture
Lisa A. Carter
Vice President, Sales, Kimball
Charles O. Bastien
Vice President, Sales, Kimball Hospitality
John R. Smith
Vice President, Global Operations, Kimball
Independent Board of Directors
KIMBERLY K. RYAN
Chair of the Board
Audit Committee Member
President, Coperion, GmbH,
Senior Vice President, Hillenbrand Inc.
PATRICK E. CONNOLLY
Audit Committee Chair
President & Chief Executive Officer,
Follett Corporation
DR. SUSAN B.
FRAMPTON
Compensation & Governance
Committee Chair
President, Planetree, Inc.
GEOFFREY L. STRINGER
Compensation & Governance
Committee Member
Retired Former Executive Vice President,
Bank One Capital Corporation
Former Chief Executive Officer,
Bank One Capital Corporation
THOMAS J.
TISCHHAUSER
Compensation & Governance
Committee Member
Principal & Executive Coach,
Wynstone Partners
Former Corporate Vice President,
Continental Automotive Systems &
Motorola, Inc.
TIMOTHY J. JAHNKE
Audit Committee Member
President & Chief Executive Officer,
Elkay Manufacturing Company
1600 Royal Street, Jasper, IN 47546
812.482.1600 800.482.1616 (Toll Free)
kimballinternational.com NASDAQ: KBAL