Q4 Revenue Growth of 8 Percent Y/Y At High End of Guidance
Q4 EPS of $0.19; $0.35 Non-GAAP
Achieved Full Year 2016 Financial Targets
ITASCA, Ill.--(BUSINESS WIRE)--Feb. 6, 2017--
Knowles Corporation (NYSE: KN), a market leader and global supplier of
advanced micro-acoustic, audio processing, and specialty component
solutions, today announced results for the fourth quarter and year ended
December 31, 2016.
“We delivered Q4 revenue growth of 8 percent that was at the high end of
our guidance range, and record cash flow,” said Jeffrey Niew, president
and CEO of Knowles. “Mobile consumer sales were better than expected
driven by stronger MEMS microphone demand from North American and
Chinese OEMs, and specialty components revenues were in line with
expectations. Overall, I am pleased with our financial performance in
2016 as well as our ability to deliver on our prior full year financial
targets; including year over year revenue growth, non-GAAP gross margins
of 39 percent, and exiting 2016 at a non-GAAP SG&A run rate of less than
$140 million per year.”
“As we look to 2017, we believe that improved voice and audio quality
and voice as a user interface are two important trends in the market
that are driving the need for our audio solutions. Our capabilities in
acoustics, signal processing and software are enabling us to deliver
audio solutions for the Mobile, Ear and IoT markets. While we are
conservative with our Q1 expectations due to the timing of a major
customer product launch, we expect that multi-mic adoption, new customer
platforms and higher value solutions will drive full year 2017 revenue
growth in the mid-single digit range, expand operating margins, and
increase EPS over 2016 levels,” continued Niew.
Financial Highlights
The following highlights the Company’s financial performance on both a
GAAP and supplemental non-GAAP basis for continuing operations* (in
millions except for per share data):
|
|
|
|
|
|
|
|
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Sequential
|
|
Year Ago
|
|
|
|
|
Q4FY16
|
|
Q3FY16
|
|
Q4FY15
|
|
Change
|
|
Period Change
|
|
|
Revenue
|
|
$240.6
|
|
$243.1
|
|
$223.5
|
|
(1)%
|
|
8%
|
|
|
Gross Profit
|
|
$94.0
|
|
$94.9
|
|
$81.1
|
|
(1)%
|
|
16%
|
|
|
(as % of revenue)
|
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39.1%
|
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39.0%
|
|
36.3%
|
|
|
|
|
|
|
Non-GAAP Gross Profit
|
|
$94.4
|
|
$95.7
|
|
$92.6
|
|
(1)%
|
|
2%
|
|
|
(as % of revenue)
|
|
39.2%
|
|
39.4%
|
|
41.4%
|
|
|
|
|
|
|
Diluted Earnings (Loss) per share**
|
|
$0.19
|
|
$0.24
|
|
$(0.07)
|
|
(21)%
|
|
NM***
|
|
|
Non-GAAP Diluted Earnings Per Share
|
|
$0.35
|
|
$0.37
|
|
$0.29
|
|
(5)%
|
|
21%
|
|
* Continuing operations excludes the results of our speaker and receiver
product line which was sold on July 7, 2016.
** Current period results include $5.3 million in stock-based
compensation, $2.8 million from amortization of intangibles, $1.1
million in restructuring charges, and $0.2 million in production
transfer costs.
*** Not Meaningful
In addition to the GAAP results included in this press release, Knowles
has presented supplemental non-GAAP gross profit, earnings before
interest and income taxes, adjusted earnings before interest and income
taxes, non-GAAP diluted earnings (loss) per share, as well as other
metrics on a non-GAAP basis that exclude certain amounts that are
included in the most directly comparable GAAP measure to facilitate
evaluation of Knowles’ operating performance. Non-GAAP results are not
presented in accordance with GAAP. Non-GAAP information should be
considered a supplement to, and not a substitute for, financial
statements prepared in accordance with GAAP. In addition, the non-GAAP
financial measures included in this press release do not have standard
meanings and may vary from similarly titled non-GAAP financial measures
used by other companies. Knowles uses non-GAAP measures as supplements
to its GAAP results of operations in evaluating certain aspects of its
business, and its executive management team focuses on non-GAAP items as
key measures of Knowles’ performance for business planning purposes.
These measures assist Knowles in comparing its performance between
various reporting periods on a consistent basis, as these measures
remove from operating results the impact of items that, in Knowles’
opinion, do not reflect its core operating performance including, for
example, stock-based compensation, certain intangibles amortization
expense, fixed asset impairment charges, restructuring, production
transfer costs, and other charges which management considers to be
outside our core operating results. Knowles believes that its
presentation of these non-GAAP financial measures is useful because it
provides investors and securities analysts with the same information
that Knowles uses internally for purposes of assessing its core
operating performance. For a reconciliation of these non-GAAP financial
measures to the most directly comparable GAAP financial measures, see
the reconciliation table accompanying this release.
First Quarter 2017 Outlook
The forward looking guidance for the quarter ending March 31, 2017 on a
continuing operations basis is as follows:
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GAAP
|
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|
Adjustments
|
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|
Non-GAAP
|
|
|
Revenue
|
|
|
$180 to $200 million
|
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|
-
|
|
|
$180 to $200 million
|
|
|
Gross Profit Margin
|
|
|
35 to 38%
|
|
|
1%
|
|
|
36 to 39%
|
|
|
EPS
|
|
|
$(0.06) to $0.00
|
|
|
$0.14
|
|
|
$0.08 to $0.14
|
|
Q1 2017 GAAP results for continuing operations are expected to include
approximately $0.07 per share in stock-based compensation, $0.02 per
share in amortization of intangibles, $0.02 per share in production
transfer costs, $0.02 adjustment for tax items, and $0.01 per share in
amortization of debt discount. Expected Q1 2017 GAAP results exclude
potential restructuring items.
Webcast and Conference Call Information
Investors can listen to a live or replay webcast of the Company’s
quarterly financial conference call at http://investor.knowles.com.
The live webcast will begin today at 3:30 p.m. Central time. The webcast
replay will be available after 7:00 p.m. Central time today through
11:59 p.m. Central time on August 7, 2017.
Investors can also listen to the conference call at 3:30 p.m. Central
time today by calling (877) 359-9508 (United States) or (224) 357-2393
(International). The conference call replay will be available after 7:00
p.m. Central time today through 11:59 p.m. Central time on February 13,
2017 at (855) 859-2056 (United States) or (404) 537-3406
(International). The access code is 48457539.
About Knowles
Knowles Corporation (NYSE: KN) is a market leader and global supplier of
advanced micro-acoustic, audio processing, and specialty component
solutions, serving the mobile consumer electronics, communications,
medical, military, aerospace, and industrial markets. Knowles uses its
leading position in MEMS (micro-electro-mechanical systems) microphones
and strong capabilities in audio processing technologies to optimize
audio systems and improve the user experience in smartphones, tablets,
and wearables. Knowles is also the leader in acoustics components used
in hearing aids and has a strong position in high-end oscillators
(timing devices) and capacitors. Knowles’ focus on the customer,
combined with unique technology, proprietary manufacturing techniques,
rigorous testing and global scale, enables it to deliver innovative
solutions that optimize the user experience. Founded in 1946 and
headquartered in Itasca, Illinois, Knowles operates in 12 countries
around the world. For more information, visit knowles.com.
Forward Looking Statements
This news release contains forward-looking statements within the meaning
of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. The words “believe,” “expect,”
“anticipate,” “project,” “estimate,” “budget,” “continue,” “could,”
“intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,”
“will,” “would,” “objective,” “forecast,” “goal,” “guidance,” “outlook,”
“effort,” “target” and similar expressions, among others, generally
identify forward-looking statements, which speak only as of the date the
statements were made. The statements in this news release are based on
current plans, expectations, forecasts and assumptions involving risks
and uncertainties that could cause actual outcomes or results to differ
materially from those outcomes or results that are projected,
anticipated or implied in these statements. These risks and
uncertainties include, but are not limited to: MEMS microphone demand
from our largest customers, in particular, a large North American OEM
customer, a large Korean OEM customer and Chinese OEMs; the success and
rate of multi-microphone adoption and market adoption of our
“intelligent audio” solutions; the pace and success of achieving the
cost savings from our announced restructurings and acquisitions; our
ability to slow and offset price erosion in certain of our microphone
products; fluctuations in our stock's market price; fluctuations in
operating results and cash flows; our ability to prevent or identify
quality issues in our products or to promptly remedy any such issues
that are identified; the timing of OEM product launches; customer
purchasing behavior in light of current and anticipated mobile phone
launches; downward pressure on the average selling prices for our
products; risks associated with increasing our inventories in advance of
anticipated orders by customers; macroeconomic conditions, both in the
U.S. and internationally; foreign currency exchange rate fluctuations;
our ability to achieve continued reductions in our operating expenses;
our ability to qualify our products and facilities with customers; risks
and costs inherent in litigation; our ability to obtain, enforce, defend
or monetize our intellectual property rights; increases in the costs of
critical raw materials and components; availability of raw materials and
components; anticipated growth for us and adoption of our technologies
and solutions that may not occur; delays in customer product
introductions and other related customer challenges that may occur; our
ability to successfully consummate acquisitions and divestitures, and
our ability to integrate acquisitions following consummation; our
obligations and risks under a tax matters agreement that was executed as
part of our spin-off from our former parent company; managing new
product ramps and introductions for our customers; risks associated with
international sales and operations; retaining key personnel; our
dependence on a limited number of large customers; our ability to
maintain and expand our existing relationships with leading OEMs and to
establish relationships with new OEMs in order to maintain and increase
our revenue; business and competitive factors generally affecting the
advanced micro-acoustic solutions and specialty components industry, our
customers and our business; fluctuations in demand by our telecom and
other customers and telecom end markets; our ability to enter new
end-user product markets; increasing competition and new entrants in the
market for our products; our ability to develop new or enhanced products
or technologies in a timely manner that achieve market acceptance; our
reliance on third parties to manufacture, assemble and test our products
and sub-components; changes in tax laws or our ability to utilize our
tax structure and any net operating losses and other factors that we may
not have currently identified or quantified; and other risks, relevant
factors and uncertainties identified in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2015, subsequent Reports on Forms
10-Q and 8-K and our other filings we make with the U.S. Securities and
Exchange Commission. Knowles disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
|
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INVESTOR SUPPLEMENT - FOURTH QUARTER 2016
|
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|
|
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|
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED STATEMENTS OF EARNINGS
|
|
(in millions except share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
December 31, 2016
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Revenues
|
|
$
|
240.6
|
|
|
$
|
243.1
|
|
|
$
|
223.5
|
|
|
Cost of goods sold
|
|
|
146.5
|
|
|
|
148.2
|
|
|
|
139.6
|
|
|
Restructuring charges - cost of goods sold
|
|
|
0.1
|
|
|
|
-
|
|
|
|
2.8
|
|
|
Gross profit
|
|
|
94.0
|
|
|
|
94.9
|
|
|
|
81.1
|
|
|
Research and development expenses
|
|
|
25.3
|
|
|
|
23.3
|
|
|
|
29.9
|
|
|
Selling and administrative expenses
|
|
|
39.4
|
|
|
|
43.0
|
|
|
|
49.1
|
|
|
Restructuring charges
|
|
|
1.0
|
|
|
|
2.1
|
|
|
|
2.7
|
|
|
Operating expenses
|
|
|
65.7
|
|
|
|
68.4
|
|
|
|
81.7
|
|
|
Operating earnings (loss)
|
|
|
28.3
|
|
|
|
26.5
|
|
|
|
(0.6
|
)
|
|
Interest expense, net
|
|
|
5.3
|
|
|
|
5.6
|
|
|
|
3.6
|
|
|
Other (income) expense, net
|
|
|
(2.4
|
)
|
|
|
-
|
|
|
|
1.0
|
|
|
Earnings (loss) before income taxes and discontinued operations
|
|
25.4
|
|
|
|
20.9
|
|
|
|
(5.2
|
)
|
|
Provision for income taxes
|
|
|
7.9
|
|
|
|
-
|
|
|
|
1.4
|
|
|
Earnings (loss) from continuing operations
|
|
|
17.50
|
|
|
|
20.90
|
|
|
|
(6.6
|
)
|
|
Earnings (loss) from discontinued operations, net
|
|
|
1.80
|
|
|
|
(28.50
|
)
|
|
|
(180.4
|
)
|
|
Net earnings (loss)
|
|
$
|
19.3
|
|
|
$
|
(7.6
|
)
|
|
$
|
(187.0
|
)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
(0.07
|
)
|
|
Diluted
|
|
$
|
0.19
|
|
|
$
|
0.24
|
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share from discontinued operations:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.01
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.04
|
)
|
|
Diluted
|
|
$
|
0.03
|
|
|
$
|
(0.32
|
)
|
|
$
|
(2.04
|
)
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.21
|
|
|
$
|
(0.08
|
)
|
|
$
|
(2.11
|
)
|
|
Diluted
|
|
$
|
0.22
|
|
|
$
|
(0.08
|
)
|
|
$
|
(2.11
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
88,756,735
|
|
|
|
88,720,888
|
|
|
|
88,474,926
|
|
|
Diluted
|
|
|
89,773,980
|
|
|
|
89,317,806
|
|
|
|
88,474,926
|
|
|
|
|
|
|
|
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED STATEMENTS OF EARNINGS
|
|
(in millions except share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Revenues
|
|
$
|
859.3
|
|
|
$
|
849.6
|
|
|
Cost of goods sold
|
|
|
529.2
|
|
|
|
534.6
|
|
|
Restructuring charges - cost of goods sold
|
|
|
1.5
|
|
|
|
2.7
|
|
|
Gross profit
|
|
|
328.6
|
|
|
|
312.3
|
|
|
Research and development expenses
|
|
|
100.5
|
|
|
|
92.8
|
|
|
Selling and administrative expenses
|
|
|
170.7
|
|
|
|
171.9
|
|
|
Restructuring charges
|
|
|
10.3
|
|
|
|
11.6
|
|
|
Operating expenses
|
|
|
281.5
|
|
|
|
276.3
|
|
|
Operating earnings
|
|
|
47.1
|
|
|
|
36.0
|
|
|
Interest expense, net
|
|
|
20.4
|
|
|
|
12.7
|
|
|
Other (income) expense, net
|
|
|
(4.1
|
)
|
|
|
0.7
|
|
|
Earnings before income taxes and discontinued operations
|
|
|
30.8
|
|
|
|
22.6
|
|
|
Provision for income taxes
|
|
|
11.7
|
|
|
|
6.1
|
|
|
Earnings from continuing operations
|
|
|
19.10
|
|
|
|
16.5
|
|
|
Loss from discontinued operations, net
|
|
|
(61.40
|
)
|
|
|
(250.3
|
)
|
|
Net loss
|
|
$
|
(42.3
|
)
|
|
$
|
(233.8
|
)
|
|
|
|
|
|
|
|
Earnings per share from continuing operations:
|
|
|
|
|
|
Basic
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
Diluted
|
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
Basic
|
|
$
|
(0.70
|
)
|
|
$
|
(2.88
|
)
|
|
Diluted
|
|
$
|
(0.68
|
)
|
|
$
|
(2.88
|
)
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
Basic
|
|
$
|
(0.48
|
)
|
|
$
|
(2.69
|
)
|
|
Diluted
|
|
$
|
(0.47
|
)
|
|
$
|
(2.69
|
)
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
Basic
|
|
|
88,667,098
|
|
|
|
86,802,828
|
|
|
Diluted
|
|
|
89,182,967
|
|
|
|
86,992,254
|
|
|
|
|
|
|
|
|
|
|
|
|
KNOWLES CORPORATION
|
|
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL
MEASURES (1)
|
|
(in millions, except for share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Year Ended
|
|
|
|
December 31,
2016
|
|
September 30,
2016
|
|
December 31,
2015
|
|
December 31,
2016
|
|
December 31,
2015
|
|
Gross profit
|
|
$
|
94.0
|
|
|
$
|
94.9
|
|
|
$
|
81.1
|
|
|
$
|
328.6
|
|
|
$
|
312.3
|
|
|
Gross profit as % of revenues
|
|
|
39.1
|
%
|
|
|
39.0
|
%
|
|
|
36.3
|
%
|
|
|
38.2
|
%
|
|
|
36.8
|
%
|
|
Stock-based compensation expense
|
|
|
0.1
|
|
|
|
0.4
|
|
|
|
0.3
|
|
|
|
1.5
|
|
|
|
1.2
|
|
|
Fixed asset, inventory and other charges
|
|
|
-
|
|
|
|
-
|
|
|
|
3.3
|
|
|
|
0.3
|
|
|
|
3.3
|
|
|
Restructuring charges
|
|
|
0.1
|
|
|
|
-
|
|
|
|
2.8
|
|
|
|
1.5
|
|
|
|
2.7
|
|
|
Production transfer costs (2)
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
3.9
|
|
|
|
3.1
|
|
|
|
16.0
|
|
|
Other (3)
|
|
|
-
|
|
|
|
-
|
|
|
|
1.2
|
|
|
|
-
|
|
|
|
2.0
|
|
|
Non-GAAP gross profit
|
|
$
|
94.4
|
|
|
$
|
95.7
|
|
|
$
|
92.6
|
|
|
$
|
335.0
|
|
|
$
|
337.5
|
|
|
Non-GAAP gross profit as % of revenues
|
|
|
39.2
|
%
|
|
|
39.4
|
%
|
|
|
41.4
|
%
|
|
|
39.0
|
%
|
|
|
39.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
$
|
25.3
|
|
|
$
|
23.3
|
|
|
$
|
29.9
|
|
|
$
|
100.5
|
|
|
$
|
92.8
|
|
|
Stock-based compensation expense
|
|
|
(1.2
|
)
|
|
|
(1.3
|
)
|
|
|
(1.0
|
)
|
|
|
(4.7
|
)
|
|
|
(2.0
|
)
|
|
Fixed asset, inventory and other charges
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.8
|
)
|
|
|
(0.2
|
)
|
|
|
(0.8
|
)
|
|
Non-GAAP research and development expenses
|
|
$
|
24.1
|
|
|
$
|
22.0
|
|
|
$
|
28.1
|
|
|
$
|
95.6
|
|
|
$
|
90.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
$
|
39.4
|
|
|
$
|
43.0
|
|
|
$
|
49.1
|
|
|
$
|
170.7
|
|
|
$
|
171.9
|
|
|
Stock-based compensation expense
|
|
|
(4.0
|
)
|
|
|
(3.5
|
)
|
|
|
(3.3
|
)
|
|
|
(15.3
|
)
|
|
|
(12.0
|
)
|
|
Intangibles amortization expense
|
|
|
(2.8
|
)
|
|
|
(5.6
|
)
|
|
|
(5.5
|
)
|
|
|
(19.6
|
)
|
|
|
(19.6
|
)
|
|
Fixed asset, inventory and other charges
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
(0.1
|
)
|
|
Impairment of intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
(1.0
|
)
|
|
|
-
|
|
|
|
(1.4
|
)
|
|
Other (3)
|
|
|
-
|
|
|
|
(0.1
|
)
|
|
|
(0.9
|
)
|
|
|
(0.4
|
)
|
|
|
(7.5
|
)
|
|
Non-GAAP selling and administrative expenses
|
|
$
|
32.6
|
|
|
$
|
33.8
|
|
|
$
|
38.3
|
|
|
$
|
135.4
|
|
|
$
|
131.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
$
|
65.7
|
|
|
$
|
68.4
|
|
|
$
|
81.7
|
|
|
$
|
281.5
|
|
|
$
|
276.3
|
|
|
Stock-based compensation expense
|
|
|
(5.2
|
)
|
|
|
(4.8
|
)
|
|
|
(4.3
|
)
|
|
|
(20.0
|
)
|
|
|
(14.0
|
)
|
|
Intangibles amortization expense
|
|
|
(2.8
|
)
|
|
|
(5.6
|
)
|
|
|
(5.5
|
)
|
|
|
(19.6
|
)
|
|
|
(19.6
|
)
|
|
Fixed asset, inventory and other charges
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.9
|
)
|
|
|
(0.2
|
)
|
|
|
(0.9
|
)
|
|
Restructuring charges
|
|
|
(1.0
|
)
|
|
|
(2.1
|
)
|
|
|
(2.7
|
)
|
|
|
(10.3
|
)
|
|
|
(11.6
|
)
|
|
Impairment of intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
(1.0
|
)
|
|
|
-
|
|
|
|
(1.4
|
)
|
|
Other (3)
|
|
|
-
|
|
|
|
(0.1
|
)
|
|
|
(0.9
|
)
|
|
|
(0.4
|
)
|
|
|
(7.5
|
)
|
|
Non-GAAP operating expenses
|
|
$
|
56.7
|
|
|
$
|
55.8
|
|
|
$
|
66.4
|
|
|
$
|
231.0
|
|
|
$
|
221.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
$
|
17.5
|
|
|
$
|
20.9
|
|
|
$
|
(6.6
|
)
|
|
$
|
19.1
|
|
|
$
|
16.5
|
|
|
Interest expense, net
|
|
|
5.3
|
|
|
|
5.6
|
|
|
|
3.6
|
|
|
|
20.4
|
|
|
|
12.7
|
|
|
Provision for income taxes
|
|
|
7.9
|
|
|
|
-
|
|
|
|
1.4
|
|
|
|
11.7
|
|
|
|
6.1
|
|
|
Earnings (loss) from continuing operations before interest and
income taxes
|
|
|
30.7
|
|
|
|
26.5
|
|
|
|
(1.6
|
)
|
|
|
51.2
|
|
|
|
35.3
|
|
|
Earnings (loss) from continuing operations before interest and
income taxes as % of revenues
|
|
|
12.8
|
%
|
|
|
10.9
|
%
|
|
|
-0.70
|
%
|
|
|
6.0
|
%
|
|
|
4.2
|
%
|
|
Stock-based compensation expense
|
|
|
5.3
|
|
|
|
5.2
|
|
|
|
4.6
|
|
|
|
21.5
|
|
|
|
15.2
|
|
|
Intangibles amortization expense
|
|
|
2.8
|
|
|
|
5.6
|
|
|
|
5.5
|
|
|
|
19.6
|
|
|
|
19.6
|
|
|
Fixed asset, inventory and other charges
|
|
|
-
|
|
|
|
-
|
|
|
|
4.2
|
|
|
|
0.5
|
|
|
|
4.2
|
|
|
Restructuring charges
|
|
|
1.1
|
|
|
|
2.1
|
|
|
|
5.5
|
|
|
|
11.8
|
|
|
|
14.3
|
|
|
Impairment of intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
1.0
|
|
|
|
-
|
|
|
|
1.4
|
|
|
Production transfer costs (2)
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
3.9
|
|
|
|
3.1
|
|
|
|
16.0
|
|
|
Other loss (gain) (4)
|
|
|
-
|
|
|
|
0.1
|
|
|
|
2.1
|
|
|
|
(1.6
|
)
|
|
|
9.5
|
|
|
Adjusted earnings from continuing operations before interest and
income taxes
|
|
$
|
40.1
|
|
|
$
|
39.9
|
|
|
$
|
25.2
|
|
|
$
|
106.1
|
|
|
$
|
115.5
|
|
|
Adjusted earnings from continuing operations before interest and
income taxes as % of revenues
|
|
|
16.7
|
%
|
|
|
16.4
|
%
|
|
|
11.3
|
%
|
|
|
12.3
|
%
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
$
|
5.3
|
|
|
$
|
5.6
|
|
|
$
|
3.6
|
|
|
$
|
20.4
|
|
|
$
|
12.7
|
|
|
Interest expense, net non-GAAP reconciling adjustments (5)
|
|
|
1.4
|
|
|
|
1.4
|
|
|
|
-
|
|
|
|
4.4
|
|
|
|
-
|
|
|
Non-GAAP interest expense
|
|
$
|
3.9
|
|
|
$
|
4.2
|
|
|
$
|
3.6
|
|
|
$
|
16.0
|
|
|
$
|
12.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
7.9
|
|
|
$
|
-
|
|
|
$
|
1.4
|
|
|
$
|
11.7
|
|
|
$
|
6.1
|
|
|
Income tax effects of non-GAAP reconciling adjustments
|
|
|
(4.0
|
)
|
|
|
1.6
|
|
|
|
(5.8
|
)
|
|
|
(7.2
|
)
|
|
|
(0.4
|
)
|
|
Non-GAAP provision (benefit from) for income taxes
|
|
$
|
3.9
|
|
|
$
|
1.6
|
|
|
$
|
(4.4
|
)
|
|
$
|
4.5
|
|
|
$
|
5.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) from continuing operations
|
|
$
|
17.5
|
|
|
$
|
20.9
|
|
|
$
|
(6.6
|
)
|
|
$
|
19.1
|
|
|
$
|
16.5
|
|
|
Non-GAAP reconciling adjustments (6)
|
|
|
9.4
|
|
|
|
13.4
|
|
|
|
26.8
|
|
|
|
54.9
|
|
|
|
80.2
|
|
|
Interest expense, net non-GAAP reconciling adjustments (5)
|
|
|
1.4
|
|
|
|
1.4
|
|
|
|
-
|
|
|
|
4.4
|
|
|
|
-
|
|
|
Income tax effects of non-GAAP reconciling adjustments
|
|
|
(4.0
|
)
|
|
|
1.6
|
|
|
|
(5.8
|
)
|
|
|
(7.2
|
)
|
|
|
(0.4
|
)
|
|
Non-GAAP net earnings
|
|
$
|
32.3
|
|
|
$
|
34.1
|
|
|
$
|
26.0
|
|
|
$
|
85.6
|
|
|
$
|
97.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share from continuing operations
|
|
$
|
0.19
|
|
|
$
|
0.24
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
Earnings per share non-GAAP reconciling adjustment
|
|
$
|
0.16
|
|
|
$
|
0.13
|
|
|
$
|
0.36
|
|
|
$
|
0.73
|
|
|
$
|
0.91
|
|
|
Non-GAAP diluted earnings per share
|
|
$
|
0.35
|
|
|
$
|
0.37
|
|
|
$
|
0.29
|
|
|
$
|
0.94
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted average shares outstanding
|
|
|
89,773,980
|
|
|
|
89,317,806
|
|
|
|
88,474,926
|
|
|
|
89,182,967
|
|
|
|
86,992,254
|
|
|
Non-GAAP adjustment (7)
|
|
|
1,642,468
|
|
|
|
1,939,319
|
|
|
|
1,138,179
|
|
|
|
1,758,522
|
|
|
|
961,841
|
|
|
Non-GAAP diluted average shares outstanding (7)
|
|
|
91,416,448
|
|
|
|
91,257,125
|
|
|
|
89,613,105
|
|
|
|
90,941,489
|
|
|
|
87,954,095
|
|
|
Notes:
|
|
|
|
|
|
(1) In addition to the GAAP financial measures included
herein, Knowles has presented certain non-GAAP financial measures.
Knowles uses non-GAAP measures as supplements to its GAAP results of
operations in evaluating certain aspects of its business, and its
executive management team focuses on non-GAAP items as key measures
of Knowles' performance for business planning purposes. These
measures assist Knowles in comparing its performance between various
reporting periods on a consistent basis, as these measures remove
from operating results the impact of items that, in Knowles'
opinion, do not reflect its core operating performance. Knowles
believes that its presentation of non-GAAP financial measures is
useful because it provides investors and securities analysts with
the same information that Knowles uses internally for purposes of
assessing its core operating performance.
|
|
|
|
|
(2) Production transfer costs represent duplicate costs
incurred to migrate manufacturing to new or existing facilities in
Asia. These amounts are included in the corresponding Gross
profit, Selling and administrative expenses, Operating expenses
and Earnings (loss) from continuing operations before interest and
income taxes for each period presented.
|
|
|
|
|
(3) Other primarily represents expenses related to the
Audience acquisition.
|
|
|
|
|
(4) In 2016, Other loss (gain) primarily represents a
gain on the sale of investment related to a non-controlling interest
in a MEMS timing device company partially offset by expenses related
to the Audience acquisition. In 2015, Other loss (gain) represents
expenses related to the Audience acquisition.
|
|
|
|
|
(5) Under GAAP, the accounting for the Company's
convertible debt instrument requires separate consideration of the
debt and conversion option components of the instrument in a manner
that reflects a nonconvertible debt borrowing rate. Accordingly, for
GAAP purposes we are required to recognize imputed interest expense
on the Company’s $172.5 million of convertible senior notes due 2021
that were issued in a private placement in May 2016. The imputed
interest rate was 8.12% for the convertible notes due 2021, while
the actual coupon interest rate of the notes was 3.25%. The
difference between the imputed interest expense and the coupon
interest expense is excluded from management’s assessment of the
Company’s operating performance because management believes that
this non-cash expense is not indicative of its core, ongoing
operating performance.
|
|
|
|
|
(6) The Non-GAAP reconciling adjustments are those
adjustments made to reconcile Earnings (loss) from continuing
operations before interest and income taxes to Adjusted earnings
from continuing operations before interest and income taxes.
|
|
|
|
|
(7) The number of shares used in the diluted per share
calculations on a non-GAAP basis excludes the impact of stock-based
compensation expense expected to be incurred in future periods and
not yet recognized in the financial statements, which would
otherwise be assumed to be used to repurchase shares under the GAAP
treasury stock method.
|
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED BALANCE SHEETS
|
|
(in millions, except for share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
$
|
66.2
|
|
|
$
|
63.3
|
|
|
Receivables, net of allowances of $1.7 and $1.8
|
|
145.1
|
|
|
|
145.2
|
|
|
Inventories, net
|
|
108.2
|
|
|
|
118.4
|
|
|
Prepaid and other current assets
|
|
10.6
|
|
|
|
9.2
|
|
|
Total current assets
|
|
330.1
|
|
|
|
336.1
|
|
|
Property, plant and equipment, net
|
|
186.2
|
|
|
|
215.3
|
|
|
Goodwill
|
|
894.6
|
|
|
|
925.8
|
|
|
Intangible assets, net
|
|
77.4
|
|
|
|
97.0
|
|
|
Other assets and deferred charges
|
|
25.9
|
|
|
|
29.3
|
|
|
Assets of discontinued operations
|
|
0.9
|
|
|
|
93.0
|
|
|
Total assets
|
$
|
1,515.1
|
|
|
$
|
1,696.5
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Current maturities of long-term debt
|
$
|
9.7
|
|
|
$
|
29.6
|
|
|
Accounts payable
|
|
71.8
|
|
|
|
77.2
|
|
|
Accrued compensation and employee benefits
|
|
34.7
|
|
|
|
31.2
|
|
|
Other accrued expenses
|
|
26.0
|
|
|
|
35.9
|
|
|
Federal and other taxes on income
|
|
6.8
|
|
|
|
1.5
|
|
|
Total current liabilities
|
|
149.0
|
|
|
|
175.4
|
|
|
Long-term debt
|
|
288.5
|
|
|
|
399.2
|
|
|
Deferred income taxes
|
|
21.7
|
|
|
|
18.4
|
|
|
Other liabilities
|
|
41.4
|
|
|
|
43.5
|
|
|
Liabilities of Discontinued Operations
|
|
6.0
|
|
|
|
53.2
|
|
|
Commitments and contingencies
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
Preferred stock - $0.01 par value; 10,000,000 shares authorized;
none issued
|
|
-
|
|
|
|
-
|
|
|
Common stock - $0.01 par value; 400,000,000 shares authorized;
88,737,284 and 88,451,564 shares
issued at December 31, 2016 and December 31, 2015, respectively
|
|
0.9
|
|
|
|
0.9
|
|
|
Additional paid-in capital
|
|
1,499.8
|
|
|
|
1,449.9
|
|
|
Accumulated deficit
|
|
(360.1
|
)
|
|
|
(317.8
|
)
|
|
Accumulated other comprehensive loss
|
|
(132.1
|
)
|
|
|
(126.2
|
)
|
|
Total stockholders' equity
|
|
1,008.5
|
|
|
|
1,006.8
|
|
|
Total liabilities and stockholders' equity
|
$
|
1,515.1
|
|
|
$
|
1,696.5
|
|
|
|
|
|
|
|
|
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(in millions)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2016
|
|
|
|
2015
|
|
|
|
2014
|
|
|
Operating Activities
|
|
|
|
|
|
|
Net loss
|
$
|
(42.3
|
)
|
|
$
|
(233.8
|
)
|
|
$
|
(87.0
|
)
|
|
Adjustments to reconcile net loss to cash from operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
73.7
|
|
|
|
135.7
|
|
|
|
151.6
|
|
|
Stock-based compensation
|
|
21.5
|
|
|
|
16.5
|
|
|
|
9.0
|
|
|
Loss on sale of business
|
|
25.6
|
|
|
|
-
|
|
|
|
-
|
|
|
Non-cash interest expense and amortization of debt issuance costs
|
|
5.6
|
|
|
|
0.8
|
|
|
|
0.5
|
|
|
Impairment of intangibles
|
|
-
|
|
|
|
144.7
|
|
|
|
-
|
|
|
Impairment charges on fixed and other assets
|
|
0.9
|
|
|
|
56.5
|
|
|
|
1.4
|
|
|
Deferred income taxes
|
|
4.0
|
|
|
|
(25.0
|
)
|
|
|
1.2
|
|
|
Non-cash restructuring related charges
|
|
-
|
|
|
|
-
|
|
|
|
18.8
|
|
|
Other, net
|
|
(3.2
|
)
|
|
|
(1.1
|
)
|
|
|
(2.7
|
)
|
|
Cash effect of changes in assets and liabilities (excluding effects
of foreign exchange):
|
|
|
|
|
|
|
Receivables, net
|
|
35.9
|
|
|
|
45.2
|
|
|
|
(24.3
|
)
|
|
Inventories, net
|
|
21.9
|
|
|
|
11.7
|
|
|
|
(18.2
|
)
|
|
Prepaid and other current assets
|
|
(1.2
|
)
|
|
|
1.6
|
|
|
|
1.7
|
|
|
Accounts payable
|
|
(26.6
|
)
|
|
|
(42.7
|
)
|
|
|
38.0
|
|
|
Accrued compensation and employee benefits
|
|
(0.7
|
)
|
|
|
0.3
|
|
|
|
(3.4
|
)
|
|
Other accrued expenses
|
|
(9.6
|
)
|
|
|
(14.9
|
)
|
|
|
23.8
|
|
|
Accrued taxes
|
|
5.3
|
|
|
|
(12.9
|
)
|
|
|
11.6
|
|
|
Other non-current assets and non-current liabilities
|
|
(3.3
|
)
|
|
|
(4.2
|
)
|
|
|
(6.5
|
)
|
|
Net cash provided by operating activities
|
|
107.5
|
|
|
|
78.4
|
|
|
|
115.5
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
Proceeds from the sale of business
|
|
40.6
|
|
|
|
-
|
|
|
|
-
|
|
|
Proceeds from the sale of investments
|
|
2.0
|
|
|
|
4.0
|
|
|
|
14.5
|
|
|
Proceeds from the sale of property, plant and equipment
|
|
2.0
|
|
|
|
0.5
|
|
|
|
0.3
|
|
|
Additions to property, plant and equipment
|
|
(38.7
|
)
|
|
|
(63.1
|
)
|
|
|
(83.9
|
)
|
|
Acquisitions of business (net of cash acquired)
|
|
-
|
|
|
|
(35.1
|
)
|
|
|
-
|
|
|
Capitalized patent defense costs
|
|
-
|
|
|
|
(1.0
|
)
|
|
|
(16.0
|
)
|
|
Purchase of intellectual property license
|
|
-
|
|
|
|
(0.5
|
)
|
|
|
-
|
|
|
Purchase of investment
|
|
-
|
|
|
|
-
|
|
|
|
(8.0
|
)
|
|
Net cash provided by (used in) investing activities
|
|
5.9
|
|
|
|
(95.2
|
)
|
|
|
(93.1
|
)
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
Payments under revolving credit facility
|
|
(132.0
|
)
|
|
|
(85.0
|
)
|
|
|
-
|
|
|
Borrowings under revolving credit facility
|
|
32.0
|
|
|
|
130.0
|
|
|
|
-
|
|
|
Principal payments on term loan debt
|
|
(166.5
|
)
|
|
|
(15.0
|
)
|
|
|
-
|
|
|
Proceeds from issuance of convertible senior notes
|
|
172.5
|
|
|
|
-
|
|
|
|
-
|
|
|
Proceeds from issuance of warrants
|
|
39.1
|
|
|
|
-
|
|
|
|
-
|
|
|
Purchase of convertible note hedges
|
|
(44.5
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Proceeds from term loan debt
|
|
-
|
|
|
|
-
|
|
|
|
400.0
|
|
|
Debt issuance costs
|
|
(6.7
|
)
|
|
|
(0.3
|
)
|
|
|
(3.3
|
)
|
|
Payments of capital lease obligations
|
|
(2.3
|
)
|
|
|
(1.4
|
)
|
|
|
-
|
|
|
Tax on restricted stock unit vesting
|
|
(1.5
|
)
|
|
|
(2.2
|
)
|
|
|
-
|
|
|
Net proceeds from exercise of stock-based awards
|
|
-
|
|
|
|
-
|
|
|
|
0.1
|
|
|
Net transfers to Former Parent Company
|
|
-
|
|
|
|
-
|
|
|
|
(468.2
|
)
|
|
Net cash (used in) provided by financing activities
|
|
(109.9
|
)
|
|
|
26.1
|
|
|
|
(71.4
|
)
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(0.6
|
)
|
|
|
(1.2
|
)
|
|
|
(1.4
|
)
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
2.9
|
|
|
|
8.1
|
|
|
|
(50.4
|
)
|
|
Cash and cash equivalents at beginning of period
|
|
63.3
|
|
|
|
55.2
|
|
|
|
105.6
|
|
|
Cash and cash equivalents at end of period
|
$
|
66.2
|
|
|
$
|
63.3
|
|
|
$
|
55.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

View source version on businesswire.com: http://www.businesswire.com/news/home/20170206005918/en/
Source: Knowles Corporation
Financial Contact:
Mike Knapp
Knowles Investor Relations
Phone:
(630) 238-5236
Email: mike.knapp@knowles.com
or
Media
Contact:
Roxanne Pipitone
Knowles Communications
Phone:
(630) 238-5257
Email: roxanne.pipitone@knowles.com