Note 14. Subsequent Events | 3 Months Ended |
Sep. 30, 2014 |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events |
Stock Unification: |
On October 30, 2014, holders of a sufficient number of shares of Class A common stock converted such shares into Class B common stock such that the number of outstanding shares of Class A common stock is, after such conversions, less than 15% of the total number of issued and outstanding shares of both Class A common stock and Class B common stock. |
Pursuant to the Company’s Amended and Restated Articles of Incorporation if at any time the number of shares of Class A common stock issued and outstanding is less than 15% of the total number of issued and outstanding shares of both Class A common stock and Class B common stock, then all of the rights, preferences, limitations and restrictions relating to Class B common stock shall become the same as the rights, preferences, limitations and restrictions of Class A common stock, without any further action of or by its Share Owners, and all distinctions between Class A common stock and Class B common stock shall be eliminated so that all shares of Class B common stock are equal to shares of Class A common stock with respect to all matters, including without limitation, dividend payments and voting rights. The elimination of such distinctions, which occurred on October 30, 2014, is referred to as the “stock unification.” As a result of the stock unification, Class A common stock and Class B common stock now vote as a single class (except as otherwise required by applicable law) on all matters submitted to a vote of the Company’s Share Owners. |
Spin-Off Transaction: |
On October 31, 2014 (“Distribution Date”), we completed the previously announced spin-off of our EMS segment by distributing the related shares of Kimball Electronics, Inc. (“Kimball Electronics”), on a pro rata basis, to the Company's Share Owners of record as of October 22, 2014 (the Record Date). On the Distribution Date, each of the Company's Share Owners received three shares of Kimball Electronics for every four shares of the Company held by such Share Owner on the Record Date. After the Distribution Date, the Company does not beneficially own any Kimball Electronics shares and Kimball Electronics is an independent publicly traded company. Kimball International, Inc. trades on the NASDAQ under the ticker symbol “KBAL” and Kimball Electronics, Inc. trades on the NASDAQ under the ticker symbol “KE”. |
In connection with the spin-off of Kimball Electronics, the Company and Kimball Electronics entered into several agreements covering administrative and tax matters to provide or obtain services on a transitional basis, as needed, for varying periods after the spin-off. The administrative agreements cover various services such as information technology, human resources, taxation, and finance. The Company expects all services to be substantially complete within one year after the spin-off. |
The Company distributed $47 million of cash to Kimball Electronics to establish Kimball Electronics as an independent company with $63 million of cash, including the cash held by its foreign facilities. The cash distribution occurred in several installments immediately preceding the October 31, 2014 spin-off date or shortly thereafter. |
The disclosures within these Condensed Consolidated Financial Statements do not take into account the spin-off of the EMS segment. |
Credit Agreement: |
In connection with the spin-off, on October 31, 2014 both Kimball International, Inc. and Kimball Electronics, Inc. entered into new credit facilities. The new Kimball International, Inc. credit agreement, which replaced its existing primary credit facility, has a maturity date of October 31, 2019 and allows for up to $30 million in borrowings, with an option to increase the amount available for borrowing to $55 million at the Company's request, subject to participating banks' consent. The complete credit agreement was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on November 3, 2014. |
The revolving loans under the Credit Agreement may consist of, at the Company's 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 of the Company 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. A commitment fee on the unused portion of principal amount of the credit facility is payable at a rate that ranges from 20.0 to 25.0 basis points per annum as determined by the Company's ratio of consolidated total indebtedness to adjusted consolidated EBITDA. |
The interest rate is dependent on the type of borrowings and will be one of the following two options: |
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• | 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 the Company's ratio of consolidated total indebtedness to adjusted consolidated EBITDA; or |
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• | The Alternate Base Rate, which is defined as the highest of the fluctuating rate per annum equal to the higher of |
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a. | JPMorgan's prime rate; |
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b. | 1% per annum above the Adjusted LIBO rate; or |
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c. | 1/2% per annum above the Federal funds rate; |
plus the ABR Loans spread which can range from 25.0 to 75.0 basis points based on the Company's ratio of consolidated total indebtedness to adjusted consolidated EBITDA. |
The Company's financial covenants under the Credit Agreement require: |
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• | 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 |
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• | 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 for the Borrower and its subsidiaries 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. |
Approval of Capacity Utilization Restructuring Plan: |
On November 5, 2014, the Company approved a capacity utilization restructuring plan which includes the consolidation of its metal fabrication production from its operation located in Post Falls, Idaho, into existing production facilities in Indiana. Improvement of customer delivery, supply chain dynamics, and transportation costs were key factors in this decision. The transfer of work will involve the start-up of metal fabrication capabilities in a company-owned facility, along with the transfer of certain assembly operations into two additional company-owned facilities, all located in southern Indiana. The manufacturing capacity realignment will be carefully managed over a period of seven to eight quarters to ensure no customer disruptions. The consolidation activities will begin immediately and the Company is actively marketing for sale the Post Falls, Idaho facility. |
The Company currently estimates that the pre-tax restructuring charges related to the consolidation activities will be approximately $8.9 million with approximately $3.0 million to be recorded in the second quarter of fiscal year 2015, and the remainder is expected to be incurred over the remaining anticipated transition period. The restructuring charges are expected to consist of approximately $5.7 million of transition, training, and other employee costs, $3.0 million of plant closure and other exit costs, and $0.2 million of non-cash asset impairment. Approximately 97% of the total cost estimate is expected to be cash expense. Incremental capital for equipment purchases to transfer this operation to Indiana is approximately $5 million, exclusive of the capital reduction that is estimated to occur upon the sale of the Post Falls facility. No significant operating income changes are anticipated as a result of this restructuring until the later quarters of the transfer of work. When fully implemented in seven to eight quarters, the Company anticipates pre-tax savings of approximately $5 million per year thereafter. |