Kimball Electronics, Inc. 10-K

Item 8 - Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Management’s Report on Internal Control Over Financial Reporting 36 Report of Independent Registered Public Accounting Firm (PCAOB No. 34 ) 37 Consolidated Balance Sheets as of June 30, 2024 and 2023 40 Consolidated Statements of Income for Each of the Three Years in the Period Ended June 30, 2024 41 Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended June 30, 2024 42 Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended June 30, 2024 43 Consolidated Statements of Share Owners’ Equity for Each of the Three Years in the Period Ended June 30, 2024 44 Notes to Consolidated Financial Statements 45 35 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Kimball Electronics, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting and for the preparation and integrity of the accompanying financial statements and other related information in this report. The consolidated financial statements of the Company and its subsidiaries, including the footnotes, were prepared in accordance with accounting principles generally accepted in the United States of America and include judgments and estimates, which in the opinion of management are applied on an appropriately conservative basis. We maintain a system of internal and disclosure controls intended to provide reasonable assurance that assets are safeguarded from loss or material misuse, transactions are authorized and recorded properly, and that the accounting records may be relied upon for the preparation of the financial statements. This system is tested and evaluated regularly for adherence and effectiveness by employees who work within the internal control processes and by our staff of internal auditors. The Audit Committee of the Board of Directors, which is comprised of directors who are not employees of the Company, meets regularly with management, our internal auditors, and the independent registered public accounting firm to review our financial policies and procedures, our internal control structure, the objectivity of our financial reporting, and the independence of the independent registered public accounting firm. The internal auditors and the independent registered public accounting firm have free and direct access to the Audit Committee, and they meet periodically, without management present, to discuss appropriate matters. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. These consolidated financial statements are subject to an evaluation of internal control over financial reporting conducted under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, conducted under the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, management concluded that our internal control over financial reporting was effective as of June 30, 2024. /s/ RICHARD D. PHILLIPS Richard D. Phillips Chief Executive Officer August 23, 2024 /s/ JANA T. CROOM Jana T. Croom Chief Financial Officer August 23, 2024 36 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Share Owners and the Board of Directors of Kimball Electronics, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Kimball Electronics, Inc. and subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of income, comprehensive income, share owners’ equity, and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). We have also audited the Company’s internal control over financial reporting as of June 30, 2024, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 37 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Contracts Recognized Over Time - Refer to Notes 1 and 2 to the Financial Statements Critical Audit Matter Description The majority of the Company’s revenue is recognized over time as manufacturing services are performed when the Company manufactures a product to customer specifications with no alternative use and for which the Company has an enforceable right to payment for performance completed to date. The Company generally recognizes revenue over time to depict the Company’s progress towards meeting its performance obligations, using costs based input methods, in which judgment is required to evaluate assumptions including the anticipated margins to estimate the corresponding amount of revenue to recognize. The timing differences of revenue recognition, billings to the Company’s customers, and cash collections from the Company’s customers result in billed accounts receivable and unbilled accounts receivable. Contract assets on the consolidated balance sheets relate to unbilled accounts receivable and occur when revenue is recognized over time as manufacturing services are provided and the billing to the customer has not yet occurred as of the balance sheet date, which are generally transferred to receivables in the next fiscal quarter due to the short-term nature of the manufacturing cycle. We identified the Company’s revenue recognition over time for contracts with customers as a critical audit matter because of the judgments required to evaluate assumptions including the anticipated margins to estimate the corresponding amount of revenue to recognize and contract assets to record. This required an increased extent of audit effort due to the significant number of contracts on which the Company recognizes revenue over time, and a high degree of auditor judgment when performing procedures to audit management’s estimate of anticipated margins used to recognize revenue over time and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates of the anticipated margins used to recognize revenue over time and record contract assets included the following, among others: • We tested the effectiveness of controls over the Company’s recognition of revenue over time and the related contract asset balance, including management’s process for estimating the anticipated margins for products manufactured to customer specifications for which the Company has an enforceable right to payment for performance completed to date. • We evaluated management’s ability to estimate revenue accurately by comparing actual margins to management’s historical estimates for completed contracts. • We selected a sample of contracts with customers and performed the following: ◦ Evaluated whether the contracts with customers were properly included or excluded in management’s calculation of over time contract revenue based on the terms and conditions of each contract, including whether the Company determined the product has no alternative use and that the Company has an enforceable right to payment for performance completed to date. ◦ Compared the transaction prices to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers. ◦ Tested the accuracy and completeness of the costs incurred to date for the respective performance obligations by comparing the quantities on hand and standard cost per the calculation to the Company’s perpetual inventory information and testing any manufacturing variances and purchase price adjustments. ◦ Evaluated the calculation of the amount of revenue to recognize for the performance obligation by: 38 ▪ Evaluating the reasonableness of management’s anticipated margins used in the Company’s calculation of revenue. ▪ Evaluating the appropriateness and consistency of the methods and assumptions used by management to develop the estimates of anticipated margin at completion. • We tested the mathematical accuracy of management’s calculation of revenue recognized over time and the related contract asset balance. /s/ Deloitte & Touche LLP Indianapolis, Indiana August 23, 2024 We have served as the Company’s auditor since 2014. 39 KIMBALL ELECTRONICS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in Thousands, Except for Share Data) June 30, 2024 June 30, 2023 ASSETS Current Assets: Cash and cash equivalents $ 77,965 $ 42,955 Receivables, net of allowances of $ 1,002 and $ 257 , respectively 282,336 308,167 Contract assets 76,320 78,798 Inventories 338,116 450,319 Prepaid expenses and other current assets 44,682 49,188 Assets held for sale 27,587 — Total current assets 847,006 929,427 Property and Equipment, net of accumulated depreciation of $ 309,499 and $ 293,197 , respectively 269,659 267,684 Goodwill 6,191 12,011 Other Intangible Assets, net of accumulated amortization of $ 27,300 and $ 38,785 , respectively 2,994 12,335 Other Assets, net 82,069 38,262 Total Assets $ 1,207,919 $ 1,259,719 LIABILITIES AND SHARE OWNERS’ EQUITY Current Liabilities: Current portion of borrowings under credit facilities $ 59,837 $ 46,454 Accounts payable 213,551 322,274 Advances from customers 30,151 33,905 Accrued expenses 63,189 72,515 Liabilities held for sale 8,594 — Total current liabilities 375,322 475,148 Other Liabilities: Long-term debt under credit facilities, less current portion 235,000 235,000 Long-term income taxes payable 3,255 5,859 Other long-term liabilities 53,881 19,718 Total other liabilities 292,136 260,577 Share Owners’ Equity: Preferred stock- no par value Shares authorized: 15,000,000 Shares issued: None — — Common stock- no par value Shares authorized: 150,000,000 Shares issued: 29,430,000 Shares outstanding: 24,733,000 and 24,724,000 , respectively — — Additional paid-in capital 319,463 315,482 Retained earnings 316,564 296,053 Accumulated other comprehensive loss ( 17,807 ) ( 11,046 ) Treasury stock, at cost: Shares: 4,697,000 and 4,706,000 , respectively ( 77,759 ) ( 76,495 ) Total Share Owners’ Equity 540,461 523,994 Total Liabilities and Share Owners’ Equity $ 1,207,919 $ 1,259,719 See Notes to Consolidated Financial Statements 40 KIMBALL ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands, Except for Per Share Data) Year Ended June 30 2024 2023 2022 Net Sales $ 1,714,510 $ 1,823,429 $ 1,349,535 Cost of Sales 1,574,253 1,667,264 1,244,933 Gross Profit 140,257 156,165 104,602 Selling and Administrative Expenses 66,626 68,648 53,437 Other General Income ( 892 ) ( 212 ) ( 1,384 ) Restructuring Expense 2,386 — — Goodwill Impairment 5,820 — — Asset Impairment 17,040 — — Operating Income 49,277 87,729 52,549 Other Income (Expense): Interest income 638 153 81 Interest expense ( 22,839 ) ( 16,263 ) ( 2,655 ) Non-operating income (expense), net ( 1,877 ) 3,125 ( 6,244 ) Other income (expense), net ( 24,078 ) ( 12,985 ) ( 8,818 ) Income Before Taxes on Income 25,199 74,744 43,731 Provision for Income Taxes 4,688 18,913 12,478 Net Income $ 20,511 $ 55,831 $ 31,253 Earnings Per Share of Common Stock: Basic $ 0.82 $ 2.24 $ 1.24 Diluted $ 0.81 $ 2.22 $ 1.24 Average Number of Shares Outstanding: Basic 25,079 24,904 25,115 Diluted 25,278 25,076 25,221 See Notes to Consolidated Financial Statements 41 KIMBALL ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in Thousands) Year Ended June 30, 2024 Year Ended June 30, 2023 Year Ended June 30, 2022 Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax Net Income $ 20,511 $ 55,831 $ 31,253 Other Comprehensive Income (Loss): Foreign currency translation adjustments $ ( 2,620 ) $ 192 $ ( 2,428 ) $ 5,517 $ — $ 5,517 $ ( 15,126 ) $ — $ ( 15,126 ) Postemployment actuarial change ( 916 ) 275 ( 641 ) ( 276 ) ( 54 ) ( 330 ) 266 39 305 Derivative gain (loss) 2,621 ( 524 ) 2,097 9,547 ( 2,081 ) 7,466 468 ( 171 ) 297 Reclassification to (earnings) loss: Derivatives ( 7,530 ) 1,670 ( 5,860 ) ( 4,936 ) 1,041 ( 3,895 ) ( 279 ) 206 ( 73 ) Amortization of actuarial change 94 ( 23 ) 71 ( 174 ) 42 ( 132 ) ( 253 ) 61 ( 192 ) Other Comprehensive Income (Loss) $ ( 8,351 ) $ 1,590 $ ( 6,761 ) $ 9,678 $ ( 1,052 ) $ 8,626 $ ( 14,924 ) $ 135 $ ( 14,789 ) Total Comprehensive Income $ 13,750 $ 64,457 $ 16,464 See Notes to Consolidated Financial Statements 42 KIMBALL ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Thousands) Year Ended June 30 2024 2023 2022 Cash Flows From Operating Activities: Net income $ 20,511 $ 55,831 $ 31,253 Adjustments to reconcile net income to net cash provided by (used for): Depreciation and amortization 38,030 32,416 29,411 (Gain) loss on sales of assets ( 15 ) ( 23 ) 90 Deferred income taxes ( 8,852 ) ( 1,714 ) 772 Goodwill impairment 5,820 — — Asset impairment 17,040 — — Stock-based compensation 7,185 6,914 6,224 Other, net 2,928 33 1,914 Change in operating assets and liabilities: Receivables 8,485 ( 82,386 ) ( 26,483 ) Contract assets 2,478 ( 14,718 ) ( 18,217 ) Inventories 64,219 ( 50,234 ) ( 203,168 ) Prepaid expenses and other assets ( 6,412 ) ( 13,265 ) ( 5,086 ) Accounts payable ( 102,574 ) 20,448 89,234 Advances from customers 34,922 7,938 22,565 Accrued expenses and taxes payable ( 10,548 ) 24,956 ( 11,687 ) Net cash provided by (used for) operating activities 73,217 ( 13,804 ) ( 83,178 ) Cash Flows From Investing Activities: Capital expenditures ( 46,074 ) ( 89,367 ) ( 73,957 ) Proceeds from sales of assets 499 316 456 Purchases of capitalized software ( 966 ) ( 1,321 ) ( 757 ) Other, net 20 ( 95 ) ( 540 ) Net cash used for investing activities ( 46,521 ) ( 90,467 ) ( 74,798 ) Cash Flows From Financing Activities: Proceeds from credit facilities — 105,000 100,000 Additional net change in revolving credit facilities 13,450 ( 4,304 ) 14,936 Repurchases of common stock ( 2,847 ) — ( 8,952 ) Payments related to tax withholding for stock-based compensation ( 1,479 ) ( 1,417 ) ( 1,591 ) Debt issuance costs ( 150 ) ( 100 ) ( 652 ) Net cash provided by financing activities 8,974 99,179 103,741 Effect of Exchange Rate Change on Cash, Cash Equivalents, and Restricted Cash ( 755 ) ( 895 ) ( 2,356 ) Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 34,915 ( 5,987 ) ( 56,591 ) Cash, Cash Equivalents, and Restricted Cash at Beginning of Year (1) 43,864 49,851 106,442 Cash, Cash Equivalents, and Restricted Cash at End of Year (1) $ 78,779 $ 43,864 $ 49,851 Supplemental Disclosure of Cash Flow Information Cash paid during the year for: Income taxes $ 27,265 $ 13,662 $ 14,329 Interest expense $ 19,444 $ 15,334 $ 2,328 Non-cash investing activity: Unpaid purchases of property and equipment at the end of the year $ 1,442 $ 3,122 $ 4,538 (1) The following table reconciles cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents, and restricted cash per the consolidated statements of cash flows. The restricted cash included in Prepaid expenses and other current assets on the consolidated balance sheet represents funds held by the Company for a foreign subsidiary’s employee savings plan. Year Ended June 30 2024 2023 2022 Cash and Cash Equivalents $ 77,965 $ 42,955 $ 49,851 Restricted Cash included in Prepaid expenses and other current assets $ 814 $ 909 $ — Total Cash, Cash Equivalents, and Restricted Cash at end of period $ 78,779 $ 43,864 $ 49,851 See Notes to Consolidated Financial Statements 43 KIMBALL ELECTRONICS, INC. CONSOLIDATED STATEMENTS OF SHARE OWNERS’ EQUITY (Amounts in Thousands, Except for Share Data) Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Share Owners’ Equity Amounts at June 30, 2021 $ 308,123 $ 208,969 $ ( 4,883 ) $ ( 70,237 ) $ 441,972 Net income 31,253 31,253 Other comprehensive income (loss) ( 14,789 ) ( 14,789 ) Issuance of non-restricted stock ( 6,000 shares) 73 70 143 Compensation expense related to stock compensation plans 6,092 6,092 Performance share issuance ( 143,000 shares) ( 3,126 ) 1,566 ( 1,560 ) Restricted share units issuance ( 2,000 shares) ( 40 ) 22 ( 18 ) Deferred share issuance ( 3,000 shares) ( 32 ) 32 — Repurchase of Common Stock ( 485,000 shares) ( 9,122 ) ( 9,122 ) Amounts at June 30, 2022 $ 311,090 $ 240,222 $ ( 19,672 ) $ ( 77,669 ) $ 453,971 Net income 55,831 55,831 Other comprehensive income (loss) 8,626 8,626 Issuance of non-restricted stock ( 14,000 shares) 152 173 325 Compensation expense related to stock compensation plans 6,657 6,657 Performance share issuance ( 84,000 shares) ( 2,417 ) 1,001 ( 1,416 ) Amounts at June 30, 2023 $ 315,482 $ 296,053 $ ( 11,046 ) $ ( 76,495 ) $ 523,994 Net income 20,511 20,511 Other comprehensive income (loss) ( 6,761 ) ( 6,761 ) Issuance of non-restricted stock ( 18,000 shares) 235 222 457 Compensation expense related to stock compensation plans 6,773 6,773 Performance and restricted share issuance ( 108,000 and 19,000 shares, respectively) ( 3,027 ) 1,549 ( 1,478 ) Repurchase of Common Stock ( 136,000 shares) (including excise tax) ( 3,035 ) ( 3,035 ) Amounts at June 30, 2024 $ 319,463 $ 316,564 $ ( 17,807 ) $ ( 77,759 ) $ 540,461 See Notes to Consolidated Financial Statements 44 KIMBALL ELECTRONICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 Business Description and Summary of Significant Accounting Policies Business Description: Kimball Electronics, Inc. (also referred to herein as “Kimball Electronics,” the “Company,” “we,” “us,” or “our”) is a global, multifaceted manufacturing solutions provider. We provide electronics manufacturing services (“EMS”), including engineering and supply chain support, to customers in the automotive, medical, and industrial end markets. We deliver a package of value that begins with our core competency of producing durable electronics, and we further offer contract manufacturing services for non-electronic components, medical disposables, precision molded plastics, and production automation, test, and inspection equipment. Our design and manufacturing expertise coupled with robust processes and procedures help us ensure that we deliver the highest levels of quality, reliability, and service throughout the entire life cycle of our customers’ products. We deliver award-winning service across our highly integrated global footprint, which is enabled by our largely common operating system, procedures, and standardization. We are well recognized by customers and industry trade publications for our excellent quality, reliability, and innovative service. Subsequent to June 30, 2024, on July 31, 2024, we completed the divestiture of GES, our automation, test and measurement business unit. See Note 3 - Assets and Liabilities Held for Sale for more information on the GES divestiture. Principles of Consolidation: The Consolidated Financial Statements include the accounts of all domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts included in the Consolidated Financial Statements and related note disclosures. While efforts are made to assure estimates used are reasonably accurate based on management’s knowledge of current events, actual results could differ from those estimates. Segment Information: Kimball Electronics has business units located in the United States, China, Mexico, Poland, Romania, and Thailand, and each of these business units qualify as operating segments. In addition, GES has operations located in the United States, China, India, Japan, and Vietnam. The GES operations qualify as a single operating segment with its group results regularly reviewed by our chief operating decision maker, which is our Chief Executive Officer. Our operating segments meet the aggregation criteria under the current accounting guidance for segment reporting. As of June 30, 2024, all of our operating segments provide contract manufacturing services, including engineering and supply chain support, for the production of electronic assemblies and other products including medical devices, medical disposables, precision molded plastics, and automation, test, and inspection equipment primarily in automotive, medical, and industrial applications, to the specifications and designs of our customers. The nature of the products, the production process, the type of customers, and the methods used to distribute the products have similar characteristics across all our operating segments. Each of our operating segments service customers in multiple markets, and many of our customers’ programs are manufactured and serviced by multiple operating segments. We leverage global processes such as component procurement and customer pricing that provide commonality and consistency among the various regions in which we operate. All of our operating segments have similar long-term economic characteristics, and as such, have been aggregated into one reportable segment. Revenue Recognition: We recognize revenue in accordance with the standard issued by the Financial Accounting Standards Board (“FASB”), Revenue from Contracts with Customers and all the related amendments. Our revenue from contracts with customers is generated primarily from manufacturing services provided for the production of electronic assemblies, components, medical devices, medical disposables, precision molded plastics, and automation, test, and inspection equipment built to customers’ specifications. Our customer agreements are generally not for a definitive term but continue for the relevant product’s life cycle. Typically, our customer agreements do not commit the customer to purchase our services until a purchase order is provided, which is generally short term in nature. Customer purchase orders primarily have a single performance obligation. Generally, the prices stated in the customer purchase orders are agreed upon prices for the manufactured product and do not vary over the 45 term of the order, and therefore, the majority of our contracts do not contain variable consideration. In limited circumstances, we may enter into a contract which contains minimum quantity thresholds to cover our capital costs, and we may offer our customer a rebate for specific volume thresholds or other incentives; in these cases, the rebates or incentives are accounted for as variable consideration. The majority of our revenue is recognized over time as manufacturing services are performed as we manufacture a product to customer specifications with no alternative use and we have an enforceable right to payment for performance completed to date. The remaining revenue for manufacturing services is recognized when the customer obtains control of the product, typically either upon shipment or delivery of the product dependent on the terms of the contract, and the customer is able to direct the use of and obtain substantially all of the remaining benefits from the asset. We generally recognize revenue over time using costs based input methods, in which judgment is required to evaluate assumptions including anticipated margins to estimate the corresponding amount of revenue to recognize. Costs used as a basis for estimating anticipated margins include material, direct and indirect labor, and appropriate applied overheads. Anticipated margins are determined based on historical or quoted customer pricing. Costs based input methods are considered a faithful depiction of our efforts and progress toward satisfying our performance obligations for manufacturing services and for which we believe we are entitled to payment for performance completed to date. The cumulative effect of revisions to estimates related to net contract revenues or costs are recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. We have elected to account for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated services and products. Accordingly, we record customer payments of shipping and handling costs as a component of net sales and classify such costs as a component of cost of sales. We recognize sales net of applicable sales or value add taxes. Based on estimated product returns and price concessions, a reserve for returns and allowances is recorded at the time revenue is recognized, resulting in a reduction of net revenue. Direct incremental costs to obtain and fulfill a contract are capitalized as a contract asset only if they are material, expected to be recovered, and are not accounted for in accordance with other guidance. Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. Cash and Cash Equivalents: Cash equivalents consist primarily of highly liquid investments with original maturities of three months or less at the time of acquisition. Cash and cash equivalents consist of bank accounts and money market funds. Bank accounts are stated at cost, which approximates fair value, and money market funds are stated at fair value. Trade Accounts Receivable: The Company’s trade accounts receivable are recorded per the terms of the agreement or sale, and accrued interest is recognized when earned. Our policy for estimating the allowance for credit losses on trade accounts receivable includes analysis of such items as aging, credit worthiness, payment history, and historical bad debt experience. Management uses these specific analyses in conjunction with an evaluation of the general economic and market conditions to estimate expected credit losses. Management believes that historical loss information generally provides a basis for its assessment of expected credit losses. Trade accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in Selling and Administrative Expenses on our Consolidated Statements of Income. In the ordinary course of business, customers periodically negotiate extended payment terms on trade accounts receivable. Customary terms require payment within 30 to 45 days, with any terms beyond 45 days being considered extended payment terms. We participate in our customers’ supply chain financing arrangements for certain of our accounts receivables in order to extend terms for the customer without negatively impacting our cash flow. These arrangements in all cases do not contain recourse provisions which would obligate us in the event of our customers’ failure to pay. Receivables are considered sold when they are transferred beyond the reach of Kimball Electronics and its creditors, the purchaser has the right to pledge or exchange the receivables, and we have surrendered control over the transferred receivables. During fiscal years 2024, 2023, and 2022, we sold, without recourse, $ 410.0 million, $ 485.4 million, and $ 303.4 million of accounts receivable, respectively. Factoring fees were $ 3.4 million, $ 4.8 million, and $ 1.6 million during fiscal years 2024, 2023, and 2022, respectively, and were included in Selling and Administrative Expenses on the Consolidated Statements of Income. During fiscal year 2024, changes to the expected timing of payments from and risk of default for a customer resulted in the recording of an allowance for credit losses of $ 2.0 million in Selling and Administrative Expenses on our Consolidated Statements of Income. Although the customer is not in bankruptcy and we will continue to pursue full recovery, an allowance was deemed necessary in consideration of the expected timing of payments and risk of default. The amount expected to be collected after twelve months is included in Other Assets, net on the Consolidated Balance Sheet. At June 30, 2024, the noncurrent receivable associated with this customer in Other Assets, net totaled $ 2.5 million, which is net of the $ 2.0 million allowance for expected credit losses. The current portion of receivables from this customer is $ 3.4 million at June 30, 2024. 46 Inventories: Inventories are stated at the lower of cost and net realizable value. Cost includes material, labor, and applicable manufacturing overhead. Costs associated with underutilization of capacity are expensed as incurred. Inventories are valued using the first-in, first-out (“FIFO”) method. Inventories are adjusted for excess and obsolete inventory. Evaluation of excess inventory includes such factors as anticipated usage, inventory turnover, inventory levels, and product demand levels. Factors considered when evaluating obsolescence include the age of on-hand inventory and reduction in value due to damage, design changes, or cessation of product lines. Evaluation of both excess inventory and obsolescence also considers whether customer agreements specify customer obligation to pay for such inventory. Property, Equipment, and Depreciation: Property and equipment are stated at cost less accumulated depreciation and depreciated over the estimated useful life of the assets using the straight-line method. Generally, maintenance and repairs are expensed as incurred. Depreciation and expenses for maintenance and repairs are included in both Cost of Sales and Selling and Administrative Expense on the Consolidated Statements of Income. Impairment of Long-Lived Assets: We perform reviews for impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. When an impairment is identified, the carrying amount of the asset is reduced to its estimated fair value. Assets to be disposed of are recorded at the lower of net book value or fair market value less cost to sell at the date management commits to a plan of disposal. In fiscal year 2024, we recognized $ 17.0 million of impairment with the decision to divest of GES. See Note 3 - Assets and Liabilities Held for Sale for more information on the GES divestiture. Impairment of long-lived assets was not material during fiscal years 2023 and 2022. Goodwill: Goodwill represents the difference between the purchase price and the related underlying tangible and intangible net asset fair values resulting from business acquisitions. Annually, or if conditions indicate an earlier review is necessary, goodwill is assessed or tested at the reporting unit level. If the estimated fair value of the reporting unit is less than the carrying value, goodwill is written down to its estimated fair value. To test for goodwill impairment, we use a combination of the Income Approach and the Market Approach. The discounted cash flow method (Income Approach) uses forecasted information based on management’s strategic plans and projections. Discount rates are developed using a weighted average cost of capital (“WACC”) methodology. The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. In the Market Approach, fair value is determined using transactional evidence for similar publicly traded equity. During fiscal year 2024, the Company made the decision to divest of GES, our automation, test and measurement business unit and committed to a plan to sell the business. As a result, the business unit met the criteria to be classified as held for sale, and goodwill and asset impairment were recorded during the quarter. See Note 3 - Assets and Liabilities Held for Sale for more information on goodwill and asset impairment and Note 6 - Goodwill and Other Intangible Assets of Notes to Condensed Consolidated Financial Statements for more information on Goodwill. Other Intangible Assets: Other Intangible Assets reported on the Consolidated Balance Sheets consist of capitalized software, customer relationships, technology, and trade name. Intangible assets are reviewed for impairment, and their remaining useful lives evaluated for revision, when events or circumstances indicate that the carrying value may not be recoverable over the remaining lives of the assets. Internal-use software is stated at cost less accumulated amortization and is amortized using the straight-line method. During the software application development stage, capitalized costs include external consulting costs, cost of software licenses, and could include internal payroll and payroll-related costs for employees who are directly associated with a software project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion, and business process reengineering costs are expensed in the period in which they are incurred. 47 Leases: The Company leases certain office facilities, warehouse facilities and equipment under operating leases, in addition to land on which certain office and manufacturing facilities reside. These operating leases expire from fiscal year 2025 to 2057. Operating lease costs and cash payments for operating leases are immaterial to the Consolidated Balance Sheets, Consolidated Statements of Income and our Consolidated Statements of Cash Flows. Research and Development: The costs of research and development are expensed as incurred and are included in Cost of Sales on the Consolidated Statements of Income. Research and development costs were approximately $ 18.3 million, $ 24.4 million, and $ 23.7 million in fiscal years 2024, 2023, and 2022, respectively. Insurance and Self-insurance: We are self-insured up to certain limits for general liability, workers’ compensation, and certain domestic employee health benefits including medical, short-term disability, and dental, with the related liabilities included in the accompanying financial statements. Our policy is to estimate reserves based upon a number of factors including known claims, estimated incurred but not reported claims, and other analyses, which are based on historical information along with certain assumptions about future events. Approximately 15 % of the workforce is covered under self-insured medical and short-term disability plans. At June 30, 2024 and 2023, accrued liabilities for self-insurance exposure were $ 2.2 million and $ 2.7 million, respectively. The remainder of our workforce not covered by self-insured plans have medical and disability coverage through either our external plans or government plans. Insurance benefits are not provided to retired employees. Income Taxes: Deferred income tax assets and liabilities, recorded in Other Assets and Other long-term liabilities, respectively, in the Consolidated Balance Sheets, are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We evaluate the recoverability of deferred tax assets each quarter by assessing the likelihood of future taxable income and available tax planning strategies that could be implemented to realize our deferred tax assets. If recovery is not likely, we provide a valuation allowance based on our best estimate of future taxable income in the various taxing jurisdictions and the amount of deferred taxes ultimately realizable. Future events could change management’s assessment. We operate within multiple taxing jurisdictions and are subject to tax audits in these jurisdictions. These audits can involve complex uncertain tax positions, which may require an extended period of time to resolve. A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. We maintain a liability for uncertain income tax and other tax positions, including accrued interest and penalties on those positions. As tax positions are effectively settled, the tax liability is adjusted accordingly. We recognize interest and penalties related to unrecognized tax benefits in Provision for Income Taxes on the Consolidated Statements of Income. See Note 11 - Income Taxes of Notes to Consolidated Financial Statements for more information on income taxes. Concentrations of Credit Risk: We have business and credit risks associated with our customers. The Company monitors credit quality and associated risks of receivables on an individual basis based on criteria such as financial stability of the party and collection experience in conjunction with general economic and market conditions. A summary of significant customers’ net sales and trade receivables as a percentage of consolidated net sales and consolidated trade receivables is as follows: Net Sales Trade Receivables Year Ended June 30 As of June 30 2024 2023 2022 2024 2023 Nexteer Automotive 16 % 15 % 17 % 21 % 21 % Philips * 14 % 15 % * * ZF 13 % 12 % * 14 % 10 % HL Mando * * * * 12 % * amount is less than 10% of total 48 Off-Balance Sheet Risk: Off-balance sheet arrangements are limited to standby letters of credit entered into in the normal course of business as described in Note 7 - Commitments and Contingent Liabilities of Notes to Consolidated Financial Statements. Other General Income: Other General Income in fiscal years 2024, 2023, and 2022 consisted of $ 0.9 million, $ 0.2 million, and $ 1.4 million, respectively, resulting from payments received related to class action lawsuits in which Kimball Electronics was a class member. These lawsuits alleged that certain suppliers to the EMS industry conspired over a number of years to raise and fix the prices of electronic components, resulting in overcharges to purchasers of those components. Restructuring: We recorded restructuring expenses of $ 2.4 million in fiscal year 2024 for employee-related costs as we undertook restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions. We expect to continue executing the restructuring efforts and estimate between $ 3.0 million and $ 4.0 million of additional pre-tax restructuring charges, most of which we expect in the first half of fiscal year 2025. There were no restructuring charges in fiscal year 2023 or fiscal year 2022. Non-operating Income and Expense: Non-operating income (expense), net includes the impact of such items as foreign currency rate movements and related derivative gain or loss, fair value adjustments on supplemental employee retirement plan (“SERP”) investments, government subsidies, credit facility fees, bank charges, and other miscellaneous non-operating income and expense items that are not directly related to operations. The gain (loss) on SERP investments is offset by a change in the SERP liability that is recognized in Selling and Administrative Expense. Components of Non-operating income (expense), net: Year Ended June 30 (Amounts in Thousands) 2024 2023 2022 Foreign currency/derivative gain (loss) $ ( 1,425 ) $ 2,769 $ ( 4,182 ) Gain (loss) on SERP investments 680 701 ( 1,563 ) Credit facilities fees and bank charges ( 873 ) ( 714 ) ( 691 ) Other ( 259 ) 369 192 Non-operating income (expense), net $ ( 1,877 ) $ 3,125 $ ( 6,244 ) Foreign Currency Translation: The Company uses the U.S. dollar and Euro as its functional currencies. Foreign currency assets and liabilities are remeasured into functional currencies at end-of-period exchange rates, except for nonmonetary assets and equity, which are remeasured at historical exchange rates. Revenue and expenses are remeasured at the weighted average exchange rate during the fiscal year, except for expenses related to nonmonetary assets, which are remeasured at historical exchange rates. Gains and losses from foreign currency remeasurement are reported in Non-operating income or expense on the Consolidated Statements of Income. For business units whose functional currency is other than the U.S. dollar, the translation of functional currency statements to U.S. dollar statements uses end-of-period exchange rates for assets and liabilities, weighted average exchange rates for revenue and expenses, and historical rates for equity. The resulting currency translation adjustment is recorded in Accumulated Other Comprehensive Income (Loss), as a component of Share Owners’ Equity . 49 Derivative Instruments and Hedging Activities: Derivative financial instruments are recognized on the balance sheet as assets and liabilities and are measured at fair value. Changes in the fair value of derivatives are recorded each period in earnings or Accumulated Other Comprehensive Income (Loss), depending on whether a derivative is designated and effective as part of a hedge transaction, and if it is, the type of hedge transaction. Hedge accounting is utilized when a derivative is expected to be highly effective upon execution and continues to be highly effective over the duration of the hedge transaction. Hedge accounting permits gains and losses on derivative instruments to be deferred in Accumulated Other Comprehensive Income (Loss) and subsequently included in earnings in the periods in which earnings are affected by the hedged item. For transactions and balances denominated in currencies other than functional currencies, we use forward purchases to manage exposure to the variability of cash flows and foreign exchange contracts to hedge intercompany balances and other balance sheet positions. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the Consolidated Statements of Cash Flows. See Note 14 - Derivative Instruments of Notes to Consolidated Financial Statements for more information on derivative instruments and hedging activities. Stock-Based Compensation: As described in Note 10 - Stock Compensation Plans of Notes to Consolidated Financial Statements, the Company maintains the 2023 Equity Incentive Plan, which allows for the issuance of incentive stock options, stock appreciation rights, restricted shares, unrestricted shares, restricted share units, or performance shares and performance units for grant to officers and other key employees, and to members of the Board of Directors who are not employees. The Company also maintains the Kimball Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan (the “Deferral Plan”), which allows Non-Employee Directors to elect to defer all, or a portion of, their retainer fees in stock. We recognize the cost resulting from share-based payment transactions using a fair-value-based method on a majority of our transactions. The estimated fair value of outstanding performance shares is based on the stock price at the date of the grant. Stock-based compensation expense is recognized for the portion of the award for which performance targets have been established and is expected to vest. The Company has elected to account for forfeitures by reversing the compensation costs at the time a forfeiture occurs. New Accounting Standards: Not Yet Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance on Improvements to Reportable Segment Disclosures, requiring additional, more detailed information about a reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. In December 2023, the FASB issued guidance on Improvements to Income Tax Disclosures, intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements. Note 2 Revenue from Contracts with Customers Our revenue from contracts with customers is generated primarily from manufacturing services provided for the production of electronic assemblies, electronic and non-electronic components, medical devices, medical disposables, precision molded plastics, and automation, test, and inspection equipment in automotive, medical, and industrial applications, to the specifications and designs of our customers. Beginning in fiscal year 2023, the Company changed its presentation of revenue for the industrial and public safety end market verticals by combining them into the industrial end market vertical. Beginning in fiscal year 2024, the Company changed its presentation of revenue for miscellaneous sales previously included in Other to include in the respective customers’ end market verticals. Prior year periods have been recast to conform to the current year presentation. 50 The following table disaggregates our revenue by end market vertical for fiscal years 2024, 2023, and 2022: Year Ended (Amounts in Millions) 2024 2023 2022 Vertical Markets: Automotive (1) $ 826.4 $ 843.8 $ 590.5 Medical (2) 425.7 500.7 394.9 Industrial (3) 462.4 478.9 364.1 Total net sales $ 1,714.5 $ 1,823.4 $ 1,349.5 (1) For the fiscal years ended June 30, 2023 and 2022, respectively, $ 23.7 million and $ 8.3 million of the Automotive net sales were previously categorized as Other. (2) For the fiscal years ended June 30, 2023 and 2022, respectively, $ 6.7 million and $ 3.2 million of the Medical net sales were previously categorized as Other. (3) For the fiscal years ended June 30, 2023 and 2022, respectively, $ 4.3 million and $ 5.9 million of the Industrial net sales were previously categorized as Other. For fiscal years 2024, 2023, and 2022, approximately 96 %, 95 %, and 95 % of our net sales, respectively, were recognized over time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an enforceable right to payment for performance completed to date. The remaining sales revenues were recognized at a point in time when the customer obtained control of the products. The timing differences of revenue recognition, billings to our customers, and cash collections from our customers result in billed accounts receivable and unbilled accounts receivable. Contract assets on the Consolidated Balance Sheets relate to unbilled accounts receivable and occur when revenue is recognized over time as manufacturing services are provided and the billing to the customer has not yet occurred as of the balance sheet date, which are generally transferred to receivables in the next fiscal quarter due to the short-term nature of the manufacturing cycle. Contract assets were $ 76.3 million and $ 78.8 million as of June 30, 2024 and 2023, respectively. The Company may receive payments from customers in advance of the satisfaction of performance obligations primarily for material price variances, inventory purchases, tooling, or other miscellaneous services or costs. These payments are recognized as contract liabilities until the performance obligations are completed and are included in Advances from customers, if inventory related, and Accrued expenses, if not inventory related, on the Consolidated Balance Sheets which amounted to $ 43.1 million and $ 45.6 million as of June 30, 2024 and 2023, respectively. Our performance obligations are short term in nature and therefore our contract liabilities are all expected to be settled within twelve months. We also have deposits associated with inventory purchases classified as long term. See Note 4 - Inventori es of Notes to Consolidated Financial Statements for further discussion. Note 3 Assets and Liabilities Held for Sale During fiscal year 2024, the Company made the decision to divest GES, our automation, test and measurement business unit (“disposal group”), and committed to a plan to sell the business, allowing for increased focus and support for the Company’s EMS operations. As a result, the disposal group business has met the criteria to be classified as held for sale. Accordingly, the Company classified the assets and liabilities of the disposal group as held for sale during the third quarter of fiscal year 2024. The disposal group did not qualify as discontinued operations as it did not represent a strategic shift that will have a major effect on our operations and financial results. Once the disposal group was classified as held for sale, it was reported at the lower of its carrying value or fair value less costs to sell during the fiscal year ended June 30, 2024. The carrying value exceeded the fair value less costs to sell, and the Company recognized impairment charges of $ 5.8 million and $ 17.0 million on goodwill and assets held for sale, respectively. The Company ceased recording depreciation and amortization on the applicable assets of the disposal group. We assess goodwill for impairment at the reporting unit level annually or when conditions indicate an earlier review is necessary. In connection with the preparation of our financial statements for the quarter ended March 31, 2024, we completed an impairment analysis for the goodwill recorded in the reporting unit due to the more-likely-than-not expectation of selling the reporting unit. We determined the reporting unit’s carrying value was more than its fair value by an amount greater than the $ 5.8 million carrying amount of goodwill and thus was fully impaired. See Note 6 - Goodwill and Other Intangible Assets of Notes to Condensed Consolidated Financial Statements for more information on Goodwill. 51 The major classes of assets and liabilities held for sale consisted of the following: (Amounts in Thousands) June 30, 2024 Assets held for sale: Receivables, net $ 12,472 Inventories 4,395 Prepaid expenses and other current assets 1,237 Property and Equipment, net 5,861 Goodwill — Other Intangible Assets, net 8,010 Other Assets, net 12,652 Valuation Allowance ( 17,040 ) Total Assets held for sale $ 27,587 Liabilities held for sale: Accounts payable $ 4,376 Advances from customers — Accrued expenses 2,428 Other long-term liabilities 1,790 Total Liabilities held for sale $ 8,594 In the table above, Other assets, net includes $ 11.1 million of deferred tax assets and Other long-term liabilities includes $ 1.2 million of deferred tax liabilities. The following table summarizes net sales and income (loss) before taxes on income for the disposal group: Year Ended (Amounts in Thousands) 2024 2023 2022 Net Sales $ 45,674 $ 68,608 $ 48,415 Income (Loss) Before Taxes on Income (1) $ ( 23,518 ) $ 5,467 $ ( 4,075 ) (1) Includes goodwill impairment of $ 5.8 million and asset impairment of $ 17.0 million for the fiscal year ended June 30, 2024. Also includes allocated corporate overhead expenses. Following approval by our Board of Directors, on July 31, 2024, we entered into a definitive agreement and closed on the sale of 100% of the equity interests in GES to Averna Test Systems, Inc. for net cash proceeds of $ 21 million, subject to customary purchase price adjustments in fiscal year 2025. As a result of impairment already recognized in fiscal year 2024, we do not expect a material gain or loss from the transaction. At June 30, 2024, GES included approximately 400 employees and operations in California, China, India, Japan, and Vietnam. Note 4 Inventories Inventories were valued using the lower of first-in, first-out (“FIFO”) cost and net realizable value. Inventory components were as follows at June 30, amounts as of June 30, 2024 exclude the amounts classified as held for sale: (Amounts in Thousands) 2024 2023 Finished products $ 141 $ 432 Work-in-process — 3,117 Raw materials 337,975 446,770 Total inventory $ 338,116 $ 450,319 52 Additionally, we have raw materials inventory totaling $ 42.8 million classified as long-term included in Other Assets, net in our Consolidated Balance Sheets. This inventory is associated with a customer who is remediating a recall and we do not expect the inventory to be consumed within the next twelve months. We have received deposits totaling $ 38.7 million from this customer related to this inventory, which is included in Other long-term liabilities in our Consolidated Balance Sheets. At June 30, 2023, we had no inventory or customer deposits classified as long-term. Note 5 Property and Equipment Major classes of property and equipment consist of the following at June 30, amounts as of June 30, 2024 exclude the amounts classified as held for sale: (Amounts in Thousands) 2024 2023 Land $ 12,902 $ 14,689 Buildings and improvements 125,219 125,216 Machinery and equipment 402,100 379,006 Construction-in-progress 38,937 41,970 Total $ 579,158 $ 560,881 Less: Accumulated depreciation ( 309,499 ) ( 293,197 ) Property and equipment, net $ 269,659 $ 267,684 The useful lives used in computing depreciation are based on estimated service lives for classes of property, as follows: Years Buildings and improvements 5 to 40 Machinery and equipment 3 to 11 Depreciation of property and equipment totaled $ 35.7 million for fiscal year 2024, $ 28.9 million for fiscal year 2023, and $ 26.0 million for fiscal year 2022. Note 6 Goodwill and Other Intangible Assets A summary of goodwill is as follows, amounts as of June 30, 2024 exclude the amounts classified as held for sale: (Amounts in Thousands) Balance as of June 30, 2023 Goodwill $ 32,762 Accumulated impairment ( 20,751 ) Goodwill, net $ 12,011 Impairment recorded ( 5,820 ) Goodwill classified as held for sale ( 13,745 ) Accumulated impairment classified as held for sale 13,745 Balance as of June 30, 2024 Goodwill 19,017 Accumulated impairment ( 12,826 ) Goodwill, net $ 6,191 53 A summary of other intangible assets subject to amortization is as follows, amounts as of June 30, 2024 exclude the amounts classified as held for sale: June 30, 2024 June 30, 2023 (Amounts in Thousands) Cost Accumulated Amortization Net Value Cost Accumulated Amortization Net Value Capitalized Software $ 30,294 $ ( 27,300 ) $ 2,994 $ 30,867 $ ( 27,385 ) $ 3,482 Customer Relationships — — — 8,618 ( 3,524 ) 5,094 Technology — — — 5,060 ( 4,816 ) 244 Trade Name — — — 6,575 ( 3,060 ) 3,515 Other Intangible Assets $ 30,294 $ ( 27,300 ) $ 2,994 $ 51,120 $ ( 38,785 ) $ 12,335 During fiscal years 2024, 2023, and 2022, amortization expense of other intangible assets was, in millions, $ 2.3 , $ 3.5 , and $ 3.4 , respectively. Amortization expense in future periods is expected to be, in millions, $ 0.9 , $ 0.6 , $ 0.4 , $ 0.3 , and $ 0.2 in the five years ending June 30, 2029, and $ 0.6 thereafter. The estimated useful life of internal-use software ranges from 3 to 10 years. The amortization period for the customer relationships, technology, and trade name intangible assets is 15 years, 5 years, and 10 years, respectively. We ceased amortization on the intangible assets upon meeting the held for sale classification. See Note 3 - Assets and Liabilities Held for Sale of Notes to Condensed Consolidated Financial Statements for additional information. We have no intangible assets with indefinite useful lives which are not subject to amortization. Intangible assets are reviewed for impairment, and their remaining useful lives evaluated for revision, when events or circumstances indicate that the carrying value may not be recoverable over the remaining lives of the assets. Note 7 Commitments and Contingent Liabilities Guarantees: As of June 30, 2024 and 2023, we had no guarantees issued which were contingent on the future performance of another entity. Standby letters of credit may be issued to third-party suppliers and insurance institutions and can only be drawn upon in the event of the Company’s failure to pay its obligations to the beneficiary. We had a maximum financial exposure from unused standby letters of credit totaling $ 0.4 million as of both June 30, 2024 and 2023. We do not expect circumstances to arise that would require us to perform under any of these arrangements and believe that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect our consolidated financial statements. Accordingly, no liability has been recorded as of June 30, 2024 and 2023 with respect to the standby letters of credit. We also may enter into commercial letters of credit to facilitate payments to vendors and from customers. Product Warranties: The Company provides only assurance-type warranties for a limited time period, which cover primarily workmanship and assure that products comply with specifications provided by or agreed upon with the customer. We maintain a provision for limited warranty repair or replacement of products manufactured and sold pursuant to specific manufacturing contract agreements that require such provisions. We estimate this product warranty liability at the time of sale based on historical repair or replacement cost trends in conjunction with the length of the warranty offered. Management refines this warranty liability periodically based on changes in historical cost trends and in certain cases where specific warranty issues become known. This product warranty liability and expense were immaterial during fiscal years 2024, 2023, and 2022. 54 Note 8 Credit Facilities Credit facilities consisted of the following: Available Borrowing Capacity at Borrowings Outstanding at Borrowings Outstanding at (Amounts in Millions, in U.S. Dollar Equivalents) June 30, 2024 June 30, 2024 June 30, 2023 Primary credit facility (1) $ 14.1 $ 285.5 $ 272.1 Secondary credit facility (2) 100.0 — — Thailand overdraft credit facility (3,4) 10.1 — — China revolving credit facility (3,5) 6.9 — — Netherlands revolving credit facility (3,6) 0.6 9.3 9.4 Poland revolving credit facility (3,7) 5.4 — — Vietnam credit facility (3,8) 5.0 — — Total credit facilities $ 142.1 294.8 281.5 Less: current portion ( 59.8 ) ( 46.5 ) Long-term debt under credit facilities, less current portion (9) $ 235.0 $ 235.0 (1) The Company maintains a U.S. primary credit facility (the “primary credit facility”) among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Documentation Agent, scheduled to mature May 4, 2027. The primary credit facility provides for $ 300 million in borrowings, with an option to increase the amount available for borrowing to $ 450 million at the Company’s request, subject to the consent of each lender participating in such increase. This facility is maintained for working capital and general corporate purposes of the Company. A commitment fee is payable on the unused portion of the credit facility which was immaterial to our operating results in fiscal years 2024, 2023, and 2022. The commitment fee on the unused portion of principal amount of the credit facility is payable at a rate that ranges from 10.0 to 25.0 basis points per annum as determined by the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA, as defined in the primary credit facility. Types of borrowings available on the primary credit facility include revolving loans, multi-currency term loans, and swingline loans. The interest rate on borrowings is dependent on the type and currencies of borrowings and will be one of the following options: • any Term Benchmark borrowing denominated in U.S. Dollars will utilize the Secured Overnight Financing Rate (“SOFR”), which is a rate per annum equal to the secured overnight financing rate for such business day published by the SOFR Administrator, the Federal Reserve Bank of New York, on the immediately succeeding business day, plus the Revolving Commitment Term Benchmark spread which can range from 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA; • any Term Benchmark borrowing denominated in Euros will utilize the Euro Interbank Offered Rate (“EURIBOR”) in effect two target days prior to the advance (adjusted upwards to reflect bank reserve costs) for such interest period as defined in the agreement, plus the Revolving Commitment Term Benchmark spread which can range from 100.0 to 175.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA; or • the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuating rate per annum equal to the higher of: a. Prime Rate in the U.S. last quoted by the Wall Street Journal, and if this is ceased to be quoted, the highest bank prime loan rate or similar loan rate quoted by the Federal Reserve Board; b. 1/2 of 1% per annum above the Federal Funds Effective Rate (as defined under the primary credit facility); or c. 1 % per annum above the Adjusted SOFR Rate (as defined under the primary credit facility); plus the Revolving Commitment ABR spread which can range from 0.0 to 75.0 basis points based on the Company’s ratio of consolidated total indebtedness to adjusted consolidated EBITDA. The Company’s financial covenants under the primary credit facility require: • a ratio of consolidated total indebtedness minus unencumbered U.S. cash on hand in the United States in excess of $ 15 million to adjusted consolidated EBITDA, determined as of the end of each of its fiscal quarters for the then most recently ended four fiscal quarters, to not be greater than 3.0 to 1.0 provided, however, that for each fiscal quarter end during the four quarter period following a material permitted acquisition, as defined in the Credit Agreement, the Company will not permit this financial covenant to be greater than 3.5 to 1.0 for each such fiscal quarter end, and, 55 • an interest coverage ratio, defined as that ratio of consolidated EBITDA for such period to cash interest expense for such period, for any period of four consecutive fiscal quarters, to not be less than 3.5 to 1.0. The Company had $ 0.4 million in letters of credit contingently committed against the primary credit facility at both June 30, 2024 and 2023. (2) The Company amended its 364-day multi-currency revolving credit facility agreement on January 5, 2024 (the “secondary credit facility”), which allows for borrowings up to $ 100.0 million, among the Company, as borrower, certain subsidiaries of the Company as guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., as Documentation Agent. The secondary credit facility has a maturity date of January 3, 2025. The proceeds of the loans are to be used for working capital and general corporate purposes of the Company. A commitment fee on the unused portion of principal amount of this secondary credit facility is payable at 30.0 basis points per annum. The interest rate on borrowings is dependent on the type of borrowings and will be one of the following options: • any Term Benchmark borrowing denominated in U.S. Dollars will utilize the Secured Overnight Financing Rate (“SOFR”), which is a rate per annum equal to the secured overnight financing rate for such business day published by the SOFR Administrator, the Federal Reserve Bank of New York, on the immediately succeeding business day, plus a Revolving Commitment Term Benchmark spread of 175.0 basis points; • any Term Benchmark borrowing denominated in Euros will utilize the Euro Interbank Offered Rate (“EURIBOR”) in effect two target days prior to the advance (adjusted upwards to reflect bank reserve costs) for such interest period as defined in the agreement, plus a Revolving Commitment Term Benchmark spread of 175.0 basis points; or • the Alternate Base Rate (“ABR”), which is defined as the highest of the fluctuating rate per annum equal to the higher of: a. Prime Rate in the U.S. last quoted by the Wall Street Journal, and if this is ceased to be quoted, the highest bank prime loan rate or similar loan rate quoted by the Federal Reserve Board; b. 1/2 of 1% per annum above the Federal Funds Effective Rate (as defined under the primary credit facility); or c. 1 % per annum above the Adjusted SOFR Rate (as defined under the primary credit facility); plus a Revolving Commitment ABR spread of 75.0 basis points. The Company’s financial covenants under this secondary credit facility are the same as the financial covenants for its primary credit facility. (3) The Company also maintains foreign credit facilities for working capital and general corporate purposes at specific foreign locations rather than utilizing funding from intercompany sources. These foreign credit facilities can be canceled at any time by either the bank or us and generally include renewal clauses. Interest on borrowing under these facilities is charged at a rate as defined under the respective foreign credit facility. (4) The Company maintains a foreign credit facility for its operation in Thailand which allows for borrowings of up to $ 10.1 million. (5) The Company entered into a foreign credit facility for its EMS operation in China with a new lender during the current fiscal year which allows for borrowings up to 50 million RMB (approximately $ 6.9 million at June 30, 2024 exchange rates) and canceled the prior credit facility which allowed for borrowings up to $ 7.5 million. (6) The Company also maintains an uncommitted revolving credit facility for our Netherlands subsidiary. The Netherlands credit facility allows for borrowings of up to 9.2 million Euro (approximately $ 9.9 million at June 30, 2024 exchange rates), which borrowings can be made in Euro, U.S. dollars, or other optional currency. Interest on borrowing under this facility is charged at a rate of interest dependent on the denomination of the currency borrowed. (7) The Company entered into a foreign credit facility for its operation in Poland which allows for borrowings up to 5.0 million Euro (approximately $ 5.4 million at June 30, 2024 exchange rates). (8) The Company entered into a foreign credit facility for its operation in Vietnam which allows for borrowings up to $ 5.0 million. (9) The amount of Long-term debt under credit facilities, less current maturities reflects the borrowings on the primary credit facility that the Company intends, and has the ability, to refinance for a period longer than twelve months. The primary credit facility matures on May 4, 2027. The weighted-average interest rate on borrowings outstanding under the credit facilities at both June 30, 2024 and June 30, 2023 were 6.8 %. Capitalized interest expense was immaterial during fiscal years 2024, 2023, and 2022. 56 Note 9 Employee Benefit Plans Defined Contribution Retirement Plans: The Company maintains a trusteed defined contribution retirement plan which is in effect for substantially all domestic employees meeting the eligibility requirements. The Company matches 50% of eligible employee contributions up to 6%. The Company also provides a discretionary contribution determined annually by the Talent, Culture, and Compensation Committee of the Company’s Board of Directors. Total expense related to employer contributions to the domestic retirement plans was, in millions, $ 4.8 , $ 6.1 , and $ 4.2 for fiscal years 2024, 2023, and 2022, respectively. The Company also maintains a supplemental employee retirement plan (“SERP”) for executives and other key employees which enables them to defer cash compensation on a pre-tax basis and restore amounts that would be otherwise payable under our tax-qualified retirement plans if the IRS did not have limits on includable compensation and maximum benefits. The SERP is structured as a rabbi trust, and therefore, assets in the SERP portfolio are subject to creditor claims in the event of bankruptcy. We recognize SERP investment assets on the balance sheet at current fair value. A SERP liability of the same amount is recorded on the balance sheet representing an obligation to distribute SERP funds to participants. As of June 30, 2024, both total investments and obligations under SERP were $ 5.4 million, of which $ 2.0 million were short term and $ 3.4 million were long term. As of June 30, 2023, both total investments and obligations under SERP were $ 8.7 million, of which $ 2.7 million were short term and $ 6.0 million were long term. The SERP investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized in the Other Income (Expense) category on our Consolidated Statements of Income. Adjustments made to revalue the SERP liability are also recognized in income as selling and administrative expenses and offset valuation adjustments on SERP investment assets. The change in net unrealized holding gains for the fiscal years ended June 30, 2024, 2023, and 2022 was approximately $ 0.5 million, $ 0.2 million, and $( 2.2 ) million, respectively. Defined Benefit Postemployment Plans: The Company established and maintains severance plans for all domestic employees and other postemployment plans for certain foreign subsidiaries. There are no statutory requirements for us to contribute to the plans, nor do employees contribute to the plans. The plans hold no assets. Benefits are paid using available cash on hand when eligible employees meet plan qualifications for payment. As of June 30, 2024, total obligations under these plans were $ 7.0 million of which $ 6.2 million were long term and $ 0.8 million were short term. As of June 30, 2023, total obligations under these plans were $ 6.6 million of which $ 5.6 million were long term and $ 1.0 million were short term. Net periodic benefit costs were not material for the twelve months ended June 30, 2024 and 2023. Note 10 Stock Compensation Plans A stock compensation plan was created and adopted by the Company’s Board of Directors (the “Board”) on September 20, 2023 and approved by our Share Owners at our 2023 Annual Meeting on November 17, 2023. The 2023 Plan allows for the issuance of up to 2 million shares and replaced our former 2014 plan. The shares under the 2023 Plan may be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards, and other equity awards. The Plan is a ten-year plan that terminates automatically on November 17, 2033. No award shall be granted pursuant to the Plan after such date, but awards theretofore granted may extend beyond that date. On October 20, 2016, the Board approved a nonqualified deferred stock compensation plan, the Kimball Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan (the “Deferral Plan”), which allows Non-Employee Directors to elect to defer all, or a portion of, their retainer fees in stock until retirement or termination from the Board or death. The Deferral Plan allows for issuance of up to 1.0 million shares of the Company’s common stock. Pre-tax stock compensation charged against income in fiscal years 2024, 2023, and 2022 was $ 7.2 million, $ 6.9 million, and $ 6.2 million, respectively. These costs are included in Selling and Administrative Expenses. Performance Shares: We made long-term performance share grants to officers and other key employees. The Talent, Culture, and Compensation Committee of the Board approved these annual performance share grants. Grants cliff vest at the third anniversary of the award date. Under these grants, a number of shares will be awarded to each participant based upon a combination of the Company’s profitability based on its operating income over the performance period as defined in the Company’s operating business plans for the applicable fiscal years and the Company’s growth based on a comparison of its three -year revenue compounded annual growth rate (“CAGR”) with the Electronics Manufacturing Services Industry’s three-year revenue CAGR. The number of shares issued will be less than the targeted shares issuable if the Company does not reach 100 % of one or both of the above- 57 mentioned performance metrics, and could be zero if the Company does not reach the required minimum thresholds of either metric. The number of shares issued will exceed the number of targeted issuable shares granted (up to a maximum of 125 %) if the Company exceeds 100 % of one or both of the above-mentioned incentive metrics. The Company recognizes expense based on management’s expectation of achievement of the specific performance metrics monitored throughout the service period of the awards. The Talent, Culture, and Compensation Committee of the Board approved an additional long-term performance share grant of 35,033 shares to a key employee in the second quarter of fiscal year 2024. Any awards will vest over a 5 -year performance cycle, with one-third of the interest in the shares vesting after fiscal year 2026, another one-third after fiscal year 2027, and the final one-third after fiscal year 2028. The vesting of the performance share awards could range from 0 % to 100 % of the targeted issuable shares granted, dependent on the achievement of specific non-financial performance metrics. If a participant is not employed on the date shares are issued, the performance share award is forfeited, except in the case of a Qualifying Termination (a termination of service due to death, Disability, or Retirement), as defined by the Plan. A summary of the Company’s performance share activity during fiscal year 2024 is presented below: Number of Shares Weighted Average Grant Date Fair Value Performance shares outstanding at July 1, 2023 375,554 $ 23.77 Granted 212,464 $ 28.38 Vested ( 82,744 ) $ 19.87 Forfeited ( 6,000 ) $ 24.42 Performance shares outstanding at June 30, 2024 499,274 $ 25.83 As of June 30, 2024, there was approximately $ 6.4 million of unrecognized compensation cost related to performance shares, based on the latest estimated attainment of performance goals. That cost is expected to be recognized over performance periods ending August 2024 through August 2028, with a weighted average vesting period of 1.5 years. The fair value of performance shares is based on the stock price at the date of grant. During fiscal years 2024, 2023, and 2022, respectively, 82,744 , 225,142 , and 214,099 performance shares vested at a fair value of $ 1.6 million, $ 4.3 million, and $ 3.3 million. The performance shares vested represent the total number of shares vested prior to the reduction of shares withheld to satisfy tax withholding obligations. Total Shareholder Return Performance Shares: Separate from the performance shares described above, total shareholder return (“TSR”) performance shares were granted to our CEO during fiscal year 2023. This grant was approved by the Talent, Culture, and Compensation Committee of the Board. The participant will earn from 0 % to 100 % of the grant based on the total shareholder return ranking of the Company compared to the performance peer group at the end of the three -year performance period. TSR performance shares are expensed over the contractual vesting period as earned. The shares will vest on March 1, 2026. If the employment of a holder of TSR performance shares terminates before the TSR performance shares have vested for any reason other than death, retirement, or total permanent disability, the TSR performance shares will be forfeited. During fiscal year 2023, the Company granted 42,626 TSR performance shares at an average grant date fair value of $ 16.88 for a total fair value of $ 0.7 million. The grant date fair value of the TSR performance share grants was calculated using a Monte Carlo simulation, with the assistance of a third-party valuation specialist. No TSR performance shares were awarded during fiscal year 2024. Unrestricted Share Grants: Unrestricted shares were granted to key employees and non-employee members of the Board as consideration for services rendered. Unrestricted share grants do not have vesting periods, holding periods, restrictions on sale, or other restrictions. The fair value of unrestricted shares is based on the stock price at the date of the award. During fiscal years 2024, 2023, and 2022, respectively, the Company granted a total of 18,128 , 13,950 , and 6,777 unrestricted shares at an average grant date fair value of $ 25.24 , $ 23.30 , and $ 23.10 for a total fair value of $ 0.5 million, $ 0.3 million, and $ 0.2 million. Unrestricted shares are awarded to non-employee members of the Board as compensation for director’s fees, including fees that directors elected to receive as unrestricted shares in lieu of cash payment. Directors’ fees are expensed over the period that directors earn the compensation. Unrestricted shares that are awarded to key employees are expensed immediately. 58 Restricted Shares: Restricted shares were granted to employees as consideration for services rendered. The contractual life of the restricted shares is three years , with one-third of the interest in the restricted shares vested after year one of the grant, another one-third after year two of the grant, and the final one-third after year three of the grant. Additional restricted share grants were approved by the Talent, Culture, and Compensation Committee of the Board and 23,356 shares were granted to a key employee in the second quarter of fiscal year 2024. The awards will vest over a 5 -year service period, with one-third of the interest in the shares vesting after fiscal year 2026, another one-third after fiscal year 2027, and the final one-third after fiscal year 2028. Restricted shares are expensed over the contractual vesting period as earned. If a participant is not employed on the date shares are issued, the restricted share award is forfeited, except in the case of a Qualifying Termination (a termination of service due to death, Disability, or Retirement), as defined by the Plan. During fiscal years 2024 and 2023, the Company granted restricted shares to officers and other key employees for a total fair value of $ 2.8 million and $ 1.9 million. Number of Shares Weighted Average Grant Date Fair Value Restricted shares outstanding at July 1, 2023 60,312 $ 24.17 Granted 98,347 $ 28.03 Vested ( 20,768 ) $ 24.21 Forfeited ( 608 ) $ 27.16 Restricted shares outstanding at June 30, 2024 137,283 $ 26.91 As of June 30, 2024, there was approximately $ 1.9 million of unrecognized compensation cost related to restricted shares. The cost is expected to be recognized over vesting periods ending August 2024 through August 2028, with a weighted average vesting period of 1.4 years. The fair value of the restricted shares is based on the stock price at the date of grant. During fiscal years 2024 and 2023, respectively, 20,768 and 6,458 restricted shares vested. The restricted shares vested represent the total number of shares vested prior to the reduction of shares withheld to satisfy tax withholding obligations. Deferred Share Units: Deferred share units may be granted to non-employee members of the Board under the Deferral Plan as compensation for the portion of their annual retainer fees resulting from their election to receive deferred share units in lieu of cash payment or unrestricted shares. Directors’ fees are expensed over the period that directors earn the compensation. Deferred share units are participating securities and are payable in common stock in a lump sum or installments in accordance with deferral elections upon a director’s death, retirement, or termination of service with the Board. During fiscal years 2024, 2023, and 2022, respectively, 26,347 , 39,032 , and 34,480 deferred share units were granted to non-employee members of the Board at an average grant date fair value of $ 25.24 , $ 23.07 , and $ 24.87 for a total fair value of $ 0.7 million, $ 0.9 million, and $ 0.9 million. During fiscal year 2024, no shares of common stock were issued under the Deferral Plan. Note 11 Income Taxes The U.S. Tax Cuts and Jobs Act (“Tax Reform”) was enacted into law on December 22, 2017, making broad and complex changes to the U.S. tax code. Tax Reform required a one-time transition tax on certain unremitted earnings of foreign subsidiaries that is payable over an eight-year period. As of June 30, 2024 and 2023, the remaining provision recorded for the one-time deemed repatriation tax were $ 5.9 million and $ 7.8 million, respectively, payable through fiscal year 2026, with the long-term portion recorded in Long-term income taxes payable on the Consolidated Balance Sheets. As of June 30, 2024 and 2023, $ 2.6 million and $ 1.9 million of the remaining deemed repatriation tax is short term and is recorded in Accrued expenses on the Consolidated Balance Sheet. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 59 The components of the deferred tax assets and liabilities as of June 30, 2024 and 2023, were as follows, amounts as of June 30, 2024 exclude $ 11.1 million of deferred tax assets and $ 1.2 million of deferred tax liabilities classified as held for sale: (Amounts in Thousands) 2024 2023 Deferred Tax Assets: Receivables $ 244 $ 77 Inventory 2,465 3,293 Employee benefits 378 276 Deferred compensation 8,046 9,013 Capitalized research and development 5,682 3,501 Tax credit carryforwards 6,171 5,930 Goodwill — 746 Net operating loss carryforward 364 2,529 Net foreign currency losses 12 — Business interest carryforward 3,396 871 Asset impairment 4,099 — Miscellaneous 3,509 2,229 Valuation Allowance ( 9,242 ) ( 4,254 ) Total asset $ 25,124 $ 24,211 Deferred Tax Liabilities: Other intangible assets $ — $ 859 Property and equipment 4,100 3,681 Goodwill 477 — Net foreign currency gains — 79 Miscellaneous 799 1,743 Total liability $ 5,376 $ 6,362 Net Deferred Income Taxes $ 19,748 $ 17,849 During fiscal year 2024, the Company has capitalized research and development expenses that are required to be capitalized as an amortizable asset under Section 174 of the Internal Revenue Code and amortized over a period of five years. This requirement is based on the implementation of Tax Reform effective in tax years beginning as of January 1, 2022. As of June 30, 2024 and 2023, the Company has a net deferred tax asset from capitalized research and development expenses of $ 5.7 million and $ 3.5 million, respectively. Income tax benefits associated with the net operating loss carryforwards expire from fiscal year 2026 to 2044. Income tax benefits associated with tax credit carryforwards primarily expire from fiscal year 2025 to 2033. A valuation allowance was provided as of June 30, 2024 and 2023 for deferred tax assets related to certain state credits of $ 5.8 million and $ 4.3 million, respectively. Additionally, in fiscal year 2024, we recorded a full $ 3.4 million valuation allowance on the business interest carryforward deferred tax asset, following a determination that it is more likely than not that it will not be realized. Except as reserved for in the valuation allowance, we believe our deferred income taxes are more likely than not to be realized in the future. The components of income before taxes on income are as follows: Year Ended June 30 (Amounts in Thousands) 2024 2023 2022 United States $ ( 35,055 ) $ ( 6,269 ) $ 1,542 Foreign 60,254 81,013 42,189 Total income before taxes on income $ 25,199 $ 74,744 $ 43,731 The Company currently operates international jurisdictions which expose the Company to taxation in various regions. The Company continually evaluates its global cash needs. The aggregate unremitted earnings of the Company’s foreign subsidiaries, which are currently permanently reinvested, were approximately $ 482 million as of June 30, 2024. If such funds were repatriated or we determined that all or a portion of such foreign earnings are no longer permanently reinvested, we may be subject to applicable non-U.S. income and withholding taxes. Determination of the amount of any potential future unrecognized deferred tax liability on such unremitted earnings is not practicable and is recorded in the period that the funds are repatriated. 60 The provision for income taxes is composed of the following items: Year Ended June 30 (Amounts in Thousands) 2024 2023 2022 Current Taxes: Federal $ 2,024 $ 2,681 $ 169 Foreign 12,372 15,560 11,086 State 587 824 179 Total payable $ 14,983 $ 19,065 $ 11,434 Deferred Taxes: Federal $ ( 12,280 ) $ ( 2,554 ) $ ( 1,009 ) Foreign 91 3,281 922 State ( 3,094 ) ( 1,597 ) ( 603 ) Valuation allowance 4,988 718 1,734 Total deferred $ ( 10,295 ) $ ( 152 ) $ 1,044 Total provision for income taxes $ 4,688 $ 18,913 $ 12,478 A reconciliation of the statutory U.S. income tax rate to the Company’s effective income tax rate follows: Year Ended June 30 2024 2023 2022 (Amounts in Thousands) Amount % Amount % Amount % Tax computed at U.S. federal statutory rate $ 5,292 21.0 % $ 15,696 21.0 % $ 9,184 21.0 % State income taxes, net of federal income tax benefit ( 2,433 ) ( 9.7 ) ( 762 ) ( 1.0 ) ( 699 ) ( 1.6 ) Foreign tax rate differential 592 2.3 410 0.5 1,669 3.8 Impact of foreign exchange rates on foreign income taxes ( 995 ) ( 3.9 ) 1,868 2.5 1,693 3.9 Valuation allowance 4,988 19.8 718 1.0 1,734 4.0 Asset impairment ( 2,882 ) ( 11.4 ) — — — — Research credit ( 1,150 ) ( 4.6 ) ( 1,147 ) ( 1.5 ) ( 1,094 ) ( 2.5 ) Global intangible low tax income 1,339 5.3 1,387 1.9 165 0.4 Non-deductible compensation 385 1.5 235 0.3 489 1.1 Other - net ( 448 ) ( 1.7 ) 508 0.6 ( 663 ) ( 1.6 ) Total provision for income taxes $ 4,688 18.6 % $ 18,913 25.3 % $ 12,478 28.5 % In fiscal year 2024, the tax effects of recording deferred tax assets resulting from the impairment recorded following the held for sale classification of GES are included in asset impairment in the above table. 61 Changes in the unrecognized tax benefit, excluding accrued interest and penalties, during fiscal years 2024, 2023, and 2022 were as follows: (Amounts in Thousands) 2024 2023 2022 Beginning balance - July 1 $ 408 $ 402 $ 1,012 Tax positions related to prior fiscal years: Additions 10 39 85 Reductions — — — Tax positions related to current fiscal year: Additions — — — Reductions — — — Settlements — — — Lapses in statute of limitations ( 202 ) ( 33 ) ( 695 ) Ending balance - June 30 $ 216 $ 408 $ 402 Portion that, if recognized, would reduce tax expense and effective tax rate $ 182 $ 368 $ 363 We do not expect the change in the amount of unrecognized tax benefits in the next 12 months to have a significant impact on our results of operations or financial position. We recognize interest and penalties related to unrecognized tax benefits in Provision for Income Taxes on the Consolidated Statements of Income. Interest and penalties accrued for unrecognized tax benefits were $ 0.6 million at each of June 30, 2024, 2023, and 2022 . Expenses related to interest and penalties in fiscal years 2024, 2023, and 2022 were not material. The Company or its wholly-owned subsidiaries file U.S. federal income tax returns and income tax returns in various state, local, and foreign jurisdictions. We are no longer subject to any significant U.S. federal tax examinations by tax authorities for years before fiscal year 2018. We are subject to income tax examinations by various, state, local, and foreign jurisdiction tax authorities for years after June 30, 2018. Note 12 Share Owners’ Equity The Company has a Board-authorized stock repurchase plan (the “repurchase plan”) allowing the purchase of up to $ 100 million of our common stock. Purchases may be made under various programs, including in open-market transactions, block transactions on or off an exchange, or in privately negotiated transactions, all in accordance with applicable securities laws and regulations. The Repurchase Plan has no expiration date but may be suspended or discontinued at any time. During fiscal year 2024, the Company repurchased $ 3.0 million of common stock under the Repurchase Plan at an average price of $ 22.12 per share. The Company did not repurchase any shares during fiscal year 2023. During fiscal year 2022, the Company repurchased $ 9.1 million of common stock under the Repurchase Plan at an average price of $ 18.82 per share, which was recorded as Treasury stock, at cost in the Consolidated Balance Sheets. Since the inception of the Repurchase Plan, the Company has repurchased $ 91.8 million of common stock at an average cost of $ 15.43 per share. Note 13 Fair Value The Company categorizes assets and liabilities measured at fair value into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas level 3 generally requires significant management judgment. The three levels are defined as follows: • Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities. • Level 2: Observable inputs other than those included in level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. • Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability. There were no changes in the inputs or valuation techniques used to measure fair values during fiscal year 2024. 62 Financial Instruments Recognized at Fair Value: The following methods and assumptions were used to measure fair value: Financial Instrument Level Valuation Technique/Inputs Used Cash Equivalents 1 Market - Quoted market prices Derivative Assets: Foreign exchange contracts 2 Market - Based on observable market inputs using standard calculations, such as time value, forward interest rate yield curves, and current spot rates, considering counterparty credit risk Trading securities: Mutual funds held in SERP 1 Market - Quoted market prices Derivative Liabilities: Foreign exchange contracts 2 Market - Based on observable market inputs using standard calculations, such as time value, forward interest rate yield curves, and current spot rates adjusted for Kimball Electronics’ non-performance risk Recurring Fair Value Measurements: As of June 30, 2024 and 2023, the fair values of financial assets and liabilities that are measured at fair value on a recurring basis using the market approach are categorized as follows: June 30, 2024 (Amounts in Thousands) Level 1 Level 2 Total Assets Derivatives: foreign exchange contracts $ — $ 1,420 $ 1,420 Trading securities: mutual funds held in nonqualified SERP 5,445 — 5,445 Total assets at fair value $ 5,445 $ 1,420 $ 6,865 Liabilities Derivatives: foreign exchange contracts $ — $ 2,485 $ 2,485 Total liabilities at fair value $ — $ 2,485 $ 2,485 June 30, 2023 (Amounts in Thousands) Level 1 Level 2 Total Assets Derivatives: foreign exchange contracts $ — $ 6,320 $ 6,320 Trading securities: mutual funds held in nonqualified SERP 8,668 — 8,668 Total assets at fair value $ 8,668 $ 6,320 $ 14,988 Liabilities Derivatives: foreign exchange contracts $ — $ 1,245 $ 1,245 Total liabilities at fair value $ — $ 1,245 $ 1,245 We had no level 3 assets or liabilities as of June 30, 2024 and 2023, or any activity in level 3 assets or liabilities during fiscal years 2024, 2023, and 2022. The nonqualified supplemental employee retirement plan (“SERP”) assets consist primarily of equity funds, balanced funds, bond funds, and a money market fund. The SERP investment assets are offset by a SERP liability which represents the Company’s obligation to distribute SERP funds to participants. See Note 9 - Employee Benefit Plans of Notes to Consolidated Financial Statements for further information regarding the SERP. Non-Recurring Fair Value Measurements: During fiscal year 2024, the automation, test and measurement business unit met the criteria to be classified as held for sale, and as a result, a valuation allowance of $ 17.0 million was established to reflect the fair value less cost to sell of the disposal group, which was based on expected proceeds and the estimated carrying value of the net assets to be disposed. We utilized level 3 inputs based on management’s best estimates and assumptions to estimate the fair value. See Note 3 - Assets and Liabilities Held for Sale of Notes to Consolidated Financial Statements for additional information. 63 Financial Instruments Not Carried At Fair Value: Financial instruments that are not reflected in the Consolidated Balance Sheets at fair value that have carrying amounts which approximate fair value include the following: Financial Instrument Level Valuation Technique/Inputs Used Notes receivable 2 Market - Price approximated based on the assumed collection of receivables in the normal course of business, taking into account non-performance risk Borrowings under credit facilities 2 Market - Based on observable market rates, taking into account Kimball Electronics’ non-performance risk The carrying values of our cash deposit accounts, trade accounts receivable, and trade accounts payable approximate fair value due to their relatively short maturity and immaterial non-performance risk. Note 14 Derivative Instruments Foreign Exchange Contracts: We operate internationally and are therefore exposed to foreign currency exchange rate fluctuations in the normal course of business. Our primary means of managing this exposure is to utilize natural hedges, such as aligning currencies used in the supply chain with the sale currency. To the extent natural hedging techniques do not fully offset currency risk, we use derivative instruments with the objective of reducing the residual exposure to certain foreign currency rate movements. Factors considered in the decision to hedge an underlying market exposure include the materiality of the risk, the volatility of the market, the duration of the hedge, the degree to which the underlying exposure is committed to, and the availability, effectiveness, and cost of derivative instruments. Derivative instruments are only utilized for risk management purposes and are not used for speculative or trading purposes. We use forward contracts designated as cash flow hedges to protect against foreign currency exchange rate risks inherent in forecasted transactions denominated in a foreign currency. Non-designated foreign exchange contracts are also used to hedge against foreign currency exchange rate risks related to intercompany balances and other balance sheet positions denominated in currencies other than the functional currencies. As of June 30, 2024, we had outstanding foreign exchange contracts to hedge currencies against the U.S. dollar in the aggregate notional amount of $ 32.9 million and to hedge currencies against the Euro in the aggregate notional amount of 65.0 million Euro. The notional amounts are indicators of the volume of derivative activities but may not be indicators of the potential gain or loss on the derivatives. In limited cases due to unexpected changes in forecasted transactions, cash flow hedges may cease to meet the criteria to be designated as cash flow hedges. Depending on the type of exposure hedged, we may either purchase a derivative contract in the opposite position of the undesignated hedge or may retain the hedge until it matures if the hedge continues to provide an adequate offset in earnings against the currency revaluation impact of foreign currency denominated liabilities. The fair value of outstanding derivative instruments is recognized on the Consolidated Balance Sheets as a derivative asset or liability and presented with Prepaid expenses and other current assets and Accrued expenses, respectively. When derivatives are settled with the counterparty, the derivative asset or liability is relieved and cash flow is impacted for the net settlement. For derivative instruments that meet the criteria of hedging instruments under FASB guidance, the gain or loss on the derivative instrument is initially recorded net of related tax effect in Accumulated Other Comprehensive Income (Loss), a component of Share Owners’ Equity, and is subsequently reclassified into earnings in the period or periods during which the hedged transaction is recognized in earnings. The gain or loss associated with derivative instruments that are not designated as hedging instruments or that cease to meet the criteria for hedging under FASB guidance is reported immediately in Non-operating income (expense), net on the Consolidated Statements of Income. Based on fair values as of June 30, 2024, we estimate that approximately $ 1.6 million of pre-tax derivative loss deferred in Accumulated Other Comprehensive Loss will be reclassified into earnings, along with the earnings effects of related forecasted transactions, within the next twelve months. Losses on foreign exchange contracts are generally offset by gains in operating income in the income statement when the underlying hedged transaction is recognized in earnings. Because gains or losses on foreign exchange contracts fluctuate partially based on currency spot rates, the future effect on earnings of the cash flow hedges alone is not determinable, but in conjunction with the underlying hedged transactions, the result is expected to be a decline in currency risk. The maximum length of time we had hedged our exposure to the variability in future cash flows was 12 months as of both June 30, 2024 and June 30, 2023. 64 See Note 13 - Fair Value of Notes to Consolidated Financial Statements for further information regarding the fair value of derivative assets and liabilities and Note 18 - Accumulated Other Comprehensive Income (Loss) of Notes to Consolidated Financial Statements for the changes in deferred derivative gains and losses. Information on the location and amounts of derivative fair values in the Consolidated Balance Sheets and derivative gains and losses in the Consolidated Statements of Income are presented below. Fair Values of Derivative Instruments on the Consolidated Balance Sheets Asset Derivatives Liability Derivatives Fair Value As of Fair Value As of (Amounts in Thousands) Balance Sheet Location June 30 2024 June 30 2023 Balance Sheet Location June 30 2024 June 30 2023 Derivatives Designated as Hedging Instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 966 $ 4,772 Accrued expenses $ 2,330 $ 844 Derivatives Not Designated as Hedging Instruments: Foreign exchange contracts Prepaid expenses and other current assets 454 1,548 Accrued expenses 155 401 Total derivatives $ 1,420 $ 6,320 $ 2,485 $ 1,245 The Effect of Derivative Instruments on Other Comprehensive Income (Loss) June 30 (Amounts in Thousands) 2024 2023 2022 Amount of Pre-Tax Gain or (Loss) Recognized in Other Comprehensive Income (Loss) (OCI) on Derivatives: Foreign exchange contracts $ 2,621 $ 9,547 $ 468 The Effect of Derivative Instruments on Consolidated Statements of Income (Amounts in Thousands) Year Ended June 30 Derivatives in Cash Flow Hedging Relationships Location of Gain or (Loss) 2024 2023 2022 Amount of Pre-Tax Gain or (Loss) Reclassified from Accumulated OCI into Income: Foreign exchange contracts Cost of Sales $ 7,530 $ 4,936 $ 279 Derivatives Not Designated as Hedging Instruments Amount of Pre-Tax Gain or (Loss) Recognized in Income on Derivatives: Foreign exchange contracts Non-operating income (expense) $ 64 $ 1,783 $ ( 1,201 ) Total Derivative Pre-Tax Gain (Loss) Recognized in Income $ 7,594 $ 6,719 $ ( 922 ) Note 15 Accrued Expenses Accrued expenses consisted of the following, amounts as of June 30, 2024 exclude the amounts classified as held for sale: June 30 (Amounts in Thousands) 2024 2023 Compensation $ 24,140 $ 28,021 Non-inventory advance payments 12,974 11,660 Taxes 5,920 14,052 Interest 4,901 1,506 Retirement plan 2,915 3,909 Derivatives 2,485 1,245 Insurance 2,195 2,662 Other expenses 7,659 9,460 Total accrued expenses $ 63,189 $ 72,515 65 Note 16 Geographic Information The following geographic area data includes net sales based on the country location of the Company’s business unit providing the manufacturing or other service and long-lived assets based on physical location. Long-lived assets include property and equipment and capitalized software, and amounts as of June 30, 2024 exclude the amounts classified as held for sale. Year Ended June 30 (Amounts in Thousands) 2024 2023 2022 Net Sales: Mexico $ 519,279 $ 502,707 $ 316,884 United States 404,974 395,439 337,815 Poland 261,433 302,352 234,057 China 248,095 253,976 204,851 Thailand 171,340 232,878 152,287 Other Foreign 109,389 136,077 103,641 Total net sales $ 1,714,510 $ 1,823,429 $ 1,349,535 June 30 (Amounts in Thousands) 2024 2023 Long-Lived Assets: Mexico $ 104,205 $ 100,682 United States 52,737 61,404 Poland 45,306 35,688 Thailand 27,592 26,370 China 25,777 24,247 Other Foreign 17,036 22,775 Total long-lived assets $ 272,653 $ 271,166 Note 17 Earnings Per Share Basic and diluted earnings per share were calculated as follows under the two-class method: (Amounts in thousands, except per share data) Year Ended June 30 2024 2023 2022 Basic and Diluted Earnings Per Share: Net Income $ 20,511 $ 55,831 $ 31,253 Less: Net Income allocated to participating securities 24 82 45 Net Income allocated to common Share Owners $ 20,487 $ 55,749 $ 31,208 Basic weighted average common shares outstanding 25,079 24,904 25,115 Dilutive effect of average outstanding stock compensation awards 199 172 106 Dilutive weighted average shares outstanding 25,278 25,076 25,221 Earnings Per Share of Common Stock: Basic $ 0.82 $ 2.24 $ 1.24 Diluted $ 0.81 $ 2.22 $ 1.24 66 Note 18 Accumulated Other Comprehensive Income (Loss) The changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as follows: (Amounts in Thousands) Foreign Currency Translation Adjustments Derivative Gain (Loss) Post Employment Benefits Net Actuarial Gain (Loss) Accumulated Other Comprehensive Income (Loss) Balance at June 30, 2022 $ ( 17,349 ) $ ( 2,203 ) $ ( 120 ) $ ( 19,672 ) Other comprehensive income (loss) before reclassifications 5,517 7,466 ( 330 ) 12,653 Reclassification to (earnings) loss — ( 3,895 ) ( 132 ) ( 4,027 ) Net current-period other comprehensive income (loss) $ 5,517 $ 3,571 $ ( 462 ) $ 8,626 Balance at June 30, 2023 $ ( 11,832 ) $ 1,368 $ ( 582 ) $ ( 11,046 ) Other comprehensive income (loss) before reclassifications ( 2,428 ) 2,097 ( 641 ) ( 972 ) Reclassification to (earnings) loss — ( 5,860 ) 71 ( 5,789 ) Net current-period other comprehensive income (loss) ( 2,428 ) ( 3,763 ) ( 570 ) ( 6,761 ) Balance at June 30, 2024 $ ( 14,260 ) $ ( 2,395 ) $ ( 1,152 ) $ ( 17,807 ) The following reclassifications were made from Accumulated Other Comprehensive Income (Loss) to the Consolidated Statements of Income: Reclassifications from Accumulated Other Comprehensive Income (Loss) Year Ended June 30 Affected Line Item in the (Amounts in Thousands) 2024 2023 Consolidated Statements of Income Derivative Gain (Loss) (1) $ 7,530 $ 4,936 Cost of Sales ( 1,670 ) ( 1,041 ) Benefit (Provision) for Income Taxes $ 5,860 $ 3,895 Net of Tax Postemployment Benefits: Amortization of Actuarial Gain (Loss) (2) $ ( 94 ) $ 174 Non-operating income 23 ( 42 ) Benefit (Provision) for Income Taxes $ ( 71 ) $ 132 Net of Tax Total Reclassifications for the Period $ 5,789 $ 4,027 Net of Tax Amounts in parentheses indicate reductions to income. (1) See Note 14 - Derivative Instruments of Notes to Consolidated Financial Statements for further information on derivative instruments. (2) See Note 9 - Employee Benefit Plans of Notes to Consolidated Financial Statements for further information on postemployment benefit plans. 67 Item 9 - Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.