$62 Million in Cash From Operations in Q4
Divested Lower-Margin Timing Device Business for $130 Million
Reduced net debt by over $150 Million in 2017
ITASCA, Ill.--(BUSINESS WIRE)--
Knowles Corporation (NYSE: KN), a market leader and global supplier of
advanced micro-acoustic, audio processing, and precision device
solutions, today announced results for the fourth quarter and year ended
December 31, 2017.
“We delivered Q4 revenue of $216 million, with gross margin and EPS that
were positively impacted by the settlement of a royalty dispute,” said
Jeffrey Niew, president and CEO of Knowles. “In our Audio segment, sales
were up sequentially driven by increased shipments to our largest
customer and strong demand in our IoT end market. Sales into the China
handset market were weaker than expected. In the Precision Devices
segment, sales were consistent with expectations which excluded the
timing device business that was divested during the quarter, and up 25%
from the year ago period due to stronger demand for capacitor devices
driven by our defense, medical, and industrial markets.”
“As we enter 2018, I anticipate higher microphone sales into the IoT and
headset markets, coupled with strong growth in Precision Devices, will
drive favorable results. In addition, our full product line of open,
DSP-based solutions is gaining traction across our mobile, ear, and IoT
markets as we continue our transition to an audio solutions provider. I
believe that the number and quality of engagements we are seeing serves
as a confirmation of our intelligent audio strategy. We continue to
believe that we are uniquely positioned across our end markets to
deliver best-in-class audio input solutions for our customers that
leverage our leading-edge acoustics with digital signal processing and
algorithms,” continued Niew.
Financial Highlights
The following table 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):
|
|
|
Q4FY17**
|
|
Q3FY17
|
|
Q4FY16
|
|
Sequential
Change
|
|
Year Ago Period
Change
|
|
|
Revenue
|
|
$215.5
|
|
$196.0
|
|
$212.9
|
|
10%
|
|
1%
|
|
|
Gross Profit
|
|
$89.6
|
|
$74.2
|
|
$85.2
|
|
21%
|
|
6%
|
|
|
(as % of revenue)
|
|
41.6%
|
|
37.9%
|
|
40.0%
|
|
|
|
|
|
|
Non-GAAP Gross Profit
|
|
$92.2
|
|
$76.4
|
|
$85.5
|
|
21%
|
|
8%
|
|
|
(as % of revenue)
|
|
42.8%
|
|
39.0%
|
|
40.2%
|
|
|
|
|
|
|
Diluted Earnings per share***
|
|
$0.35
|
|
$0.12
|
|
$0.18
|
|
292%
|
|
194%
|
|
|
Non-GAAP Diluted Earnings Per Share
|
|
$0.40
|
|
$0.26
|
|
$0.32
|
|
154%
|
|
125%
|
|
* Continuing operations excludes the results of our speaker and receiver
product line which was sold on July 7, 2016 and our timing device
business which was sold on November 28, 2017.
** Current period results include $13.6 million in revenue and $5.6
million related to recovered legal expenses associated with the
settlement of a royalty dispute. Management estimates that $13.0 million
of the settlement proceeds relate to years prior to 2017.
*** Current period results include $6.5 million in stock-based
compensation, $2.1 million in restructuring charges, $2.1 million in
production transfer costs and $1.4 million from amortization of
intangibles.
The Company recorded a preliminary provisional charge of $2.3 million in
the fourth quarter that includes the estimated impacts of the U.S. Tax
Cuts and Jobs Act of 2017, including the U.S. tax on deemed repatriated
earnings of non-U.S. subsidiaries, the write-down of net U.S. deferred
tax liabilities at lower enacted corporate tax rates and the reversal of
existing valuation allowances. The taxes payable, net of tax attributes,
on deemed repatriation of historical foreign earnings is approximately
$18 million, payable over 8 years starting in 2018. The final impacts of
the legislation may differ materially from this estimate and the amount
of the preliminary provisional charge may accordingly be adjusted due to
changes in interpretations and assumptions the Company has made,
guidance that may be issued, and actions the Company may take as a
result of the tax legislation.
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 believes that non-GAAP measures are
useful as supplements to its GAAP results of operations to evaluate
certain aspects of its operations and financial performance, and its
management team primarily focuses on non-GAAP items in evaluating
Knowles’ performance for business planning purposes. Knowles also
believes that these measures assist it with 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 2018 Outlook
The following forward looking guidance for the quarter ending March 31,
2018 is on a continuing operations basis:
|
|
|
|
GAAP
|
|
|
Adjustments
|
|
|
Non-GAAP
|
|
|
Revenue
|
|
|
$170 to $190 million
|
|
|
-
|
|
|
$170 to $190 million
|
|
|
Gross Profit Margin
|
|
|
36 to 38%
|
|
|
1%
|
|
|
37 to 39%
|
|
|
EPS
|
|
|
$0.00 to $0.04
|
|
|
$0.10
|
|
|
$0.10 to $0.14
|
|
Q1 2018 GAAP results for continuing operations are expected to include
approximately $0.04 per share in stock-based compensation, $0.04 per
share from a higher effective tax rate, $0.01 per share in amortization
of debt discount, and $0.01 per share in amortization of intangibles.
Expected Q1 2018 GAAP results exclude potential restructuring items.
Due to the impact of U.S. tax reform, the Company now expects that its
non-GAAP 2018 effective tax rate will be between 15 percent and 19
percent.
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 8, 2018.
Investors can also listen to the conference call at 3:30 p.m. Central
time today by calling (866) 393-4306 (United States) or (734) 385-2616
(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 14,
2018 at (800) 585-8367 (United States) or (416) 621-4642
(International). The access code is 3548408.
About Knowles
Knowles Corporation (NYSE: KN) is a market leader and global supplier of
advanced micro-acoustic, audio processing, and precision device
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 mobile, ear, and IoT
applications. Knowles is also the leader in acoustics components used in
hearing aids and has a strong position in high-end 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 is a
global organization with employees in 11 countries. 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, two large North American OEM
customers, a large Korean OEM customer and Chinese OEMs; the success and
rate of multi-microphone and smart microphone adoption and market
adoption of our “intelligent audio” solutions; our ability to stem or
overcome price erosion in our Audio segment; 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; 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; fluctuations in demand by our
telecom and other customers and telecom end 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, 2016, 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.
|
INVESTOR SUPPLEMENT - FOURTH QUARTER 2017
|
|
|
|
|
|
|
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED STATEMENTS OF EARNINGS
|
|
(in millions, except share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
December 31, 2017
|
|
September 30, 2017
|
|
December 31, 2016
|
|
Revenues
|
|
$
|
215.5
|
|
|
$
|
196.0
|
|
|
$
|
212.9
|
|
|
Cost of goods sold
|
|
|
125.8
|
|
|
|
121.6
|
|
|
|
127.6
|
|
|
Restructuring charges - cost of goods sold
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.1
|
|
|
Gross profit
|
|
|
89.6
|
|
|
|
74.2
|
|
|
|
85.2
|
|
|
Research and development expenses
|
|
|
22.8
|
|
|
|
21.9
|
|
|
|
23.3
|
|
|
Selling and administrative expenses
|
|
|
27.1
|
|
|
|
32.0
|
|
|
|
34.2
|
|
|
Restructuring charges
|
|
|
2.0
|
|
|
|
0.9
|
|
|
|
-
|
|
|
Operating expenses
|
|
|
51.9
|
|
|
|
54.8
|
|
|
|
57.5
|
|
|
Operating earnings
|
|
|
37.7
|
|
|
|
19.4
|
|
|
|
27.7
|
|
|
Interest expense, net
|
|
|
5.2
|
|
|
|
5.1
|
|
|
|
5.3
|
|
|
Other income, net
|
|
|
(1.7
|
)
|
|
|
(0.6
|
)
|
|
|
(0.8
|
)
|
|
Earnings before income taxes and discontinued operations
|
|
|
34.2
|
|
|
|
14.9
|
|
|
|
23.2
|
|
|
Provision for income taxes
|
|
|
2.3
|
|
|
|
4.4
|
|
|
|
6.8
|
|
|
Earnings from continuing operations
|
|
|
31.9
|
|
|
|
10.5
|
|
|
|
16.4
|
|
|
Earnings from discontinued operations, net
|
|
|
53.6
|
|
|
|
5.2
|
|
|
|
2.9
|
|
|
Net earnings
|
|
$
|
85.5
|
|
|
$
|
15.7
|
|
|
$
|
19.3
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.36
|
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
Diluted
|
|
$
|
0.35
|
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.60
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
Diluted
|
|
$
|
0.59
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.96
|
|
|
$
|
0.18
|
|
|
$
|
0.21
|
|
|
Diluted
|
|
$
|
0.94
|
|
|
$
|
0.17
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
89,506,923
|
|
|
|
89,469,996
|
|
|
|
88,756,735
|
|
|
Diluted
|
|
|
90,707,102
|
|
|
|
90,373,112
|
|
|
|
89,773,980
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED STATEMENTS OF EARNINGS
|
|
(in millions, except share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Revenues
|
|
$
|
744.2
|
|
$
|
755.7
|
|
|
Cost of goods sold
|
|
|
452.5
|
|
|
458.0
|
|
|
Impairment charges
|
|
|
1.4
|
|
|
0.3
|
|
|
Restructuring charges - cost of goods sold
|
|
|
4.0
|
|
|
1.5
|
|
|
Gross profit
|
|
|
286.3
|
|
|
295.9
|
|
|
Research and development expenses
|
|
|
93.4
|
|
|
92.0
|
|
|
Selling and administrative expenses
|
|
|
126.3
|
|
|
149.9
|
|
|
Impairment charges
|
|
|
19.9
|
|
|
0.2
|
|
|
Restructuring charges
|
|
|
6.2
|
|
|
8.6
|
|
|
Operating expenses
|
|
|
245.8
|
|
|
250.7
|
|
|
Operating earnings
|
|
|
40.5
|
|
|
45.2
|
|
|
Interest expense, net
|
|
|
20.6
|
|
|
20.4
|
|
|
Other expense (income), net
|
|
|
0.5
|
|
|
(3.3
|
)
|
|
Earnings before income taxes and discontinued operations
|
|
|
19.4
|
|
|
28.1
|
|
|
Provision for income taxes
|
|
|
12.9
|
|
|
8.3
|
|
|
Earnings from continuing operations
|
|
|
6.50
|
|
|
19.8
|
|
|
Earnings (loss) from discontinued operations, net
|
|
|
61.80
|
|
|
(62.1
|
)
|
|
Net earnings (loss)
|
|
$
|
68.3
|
|
$
|
(42.3
|
)
|
|
|
|
|
|
|
|
Earnings per share from continuing operations:
|
|
|
|
|
|
Basic
|
|
$
|
0.07
|
|
$
|
0.22
|
|
|
Diluted
|
|
$
|
0.07
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
Earnings (loss) per share from discontinued operations:
|
|
|
|
|
|
Basic
|
|
$
|
0.69
|
|
$
|
(0.70
|
)
|
|
Diluted
|
|
$
|
0.68
|
|
$
|
(0.69
|
)
|
|
|
|
|
|
|
|
Net earnings (loss) per share:
|
|
|
|
|
|
Basic
|
|
$
|
0.76
|
|
$
|
(0.48
|
)
|
|
Diluted
|
|
$
|
0.75
|
|
$
|
(0.47
|
)
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
Basic
|
|
|
89,329,794
|
|
|
88,667,098
|
|
|
Diluted
|
|
|
90,490,007
|
|
|
89,182,967
|
|
|
KNOWLES CORPORATION
|
|
|
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL
MEASURES (1)
|
|
|
(in millions, except share and per share amounts)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
2017
|
|
September 30,
2017
|
|
December 31,
2016
|
|
|
December 31,
2017
|
|
December 31,
2016
|
|
|
Gross profit
|
|
$
|
89.6
|
|
|
$
|
74.2
|
|
|
$
|
85.2
|
|
|
|
$
|
286.3
|
|
|
$
|
295.9
|
|
|
|
Gross profit as % of revenues
|
|
|
41.6
|
%
|
|
|
37.9
|
%
|
|
|
40.0
|
%
|
|
|
|
38.5
|
%
|
|
|
39.2
|
%
|
|
|
Stock-based compensation expense
|
|
|
0.5
|
|
|
|
0.4
|
|
|
|
0.1
|
|
|
|
|
1.8
|
|
|
|
1.5
|
|
|
|
Impairment charges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
1.4
|
|
|
|
0.3
|
|
|
|
Restructuring charges
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
|
4.0
|
|
|
|
1.5
|
|
|
|
Production transfer costs (2)
|
|
|
2.0
|
|
|
|
1.6
|
|
|
|
0.1
|
|
|
|
|
6.7
|
|
|
|
3.0
|
|
|
|
Non-GAAP gross profit
|
|
$
|
92.2
|
|
|
$
|
76.4
|
|
|
$
|
85.5
|
|
|
|
$
|
300.2
|
|
|
$
|
302.2
|
|
|
|
Non-GAAP gross profit as % of revenues
|
|
|
42.8
|
%
|
|
|
39.0
|
%
|
|
|
40.2
|
%
|
|
|
|
40.3
|
%
|
|
|
40.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
$
|
22.8
|
|
|
$
|
21.9
|
|
|
$
|
23.3
|
|
|
|
$
|
93.4
|
|
|
$
|
92.0
|
|
|
|
Stock-based compensation expense
|
|
|
(1.6
|
)
|
|
|
(1.6
|
)
|
|
|
(1.2
|
)
|
|
|
|
(6.1
|
)
|
|
|
(4.7
|
)
|
|
|
Non-GAAP research and development expenses
|
|
$
|
21.2
|
|
|
$
|
20.3
|
|
|
$
|
22.1
|
|
|
|
$
|
87.3
|
|
|
$
|
87.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
$
|
27.1
|
|
|
$
|
32.0
|
|
|
$
|
34.2
|
|
|
|
$
|
126.3
|
|
|
$
|
149.9
|
|
|
|
Stock-based compensation expense
|
|
|
(4.4
|
)
|
|
|
(4.1
|
)
|
|
|
(3.8
|
)
|
|
|
|
(16.8
|
)
|
|
|
(14.7
|
)
|
|
|
Intangibles amortization expense
|
|
|
(1.4
|
)
|
|
|
(1.3
|
)
|
|
|
(2.5
|
)
|
|
|
|
(7.3
|
)
|
|
|
(18.2
|
)
|
|
|
Production transfer costs (2)
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
Other (3)
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(0.3
|
)
|
|
|
(0.5
|
)
|
|
|
Non-GAAP selling and administrative expenses
|
|
$
|
21.1
|
|
|
$
|
26.6
|
|
|
$
|
27.9
|
|
|
|
$
|
101.8
|
|
|
$
|
116.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
$
|
51.9
|
|
|
$
|
54.8
|
|
|
$
|
57.5
|
|
|
|
$
|
245.8
|
|
|
$
|
250.7
|
|
|
|
Stock-based compensation expense
|
|
|
(6.0
|
)
|
|
|
(5.7
|
)
|
|
|
(5.0
|
)
|
|
|
|
(22.9
|
)
|
|
|
(19.4
|
)
|
|
|
Intangibles amortization expense
|
|
|
(1.4
|
)
|
|
|
(1.3
|
)
|
|
|
(2.5
|
)
|
|
|
|
(7.3
|
)
|
|
|
(18.2
|
)
|
|
|
Impairment charges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(19.9
|
)
|
|
|
(0.2
|
)
|
|
|
Restructuring charges
|
|
|
(2.0
|
)
|
|
|
(0.9
|
)
|
|
|
(0.1
|
)
|
|
|
|
(6.2
|
)
|
|
|
(8.6
|
)
|
|
|
Production transfer costs (2)
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
Other (3)
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(0.3
|
)
|
|
|
(0.5
|
)
|
|
|
Non-GAAP operating expenses
|
|
$
|
42.3
|
|
|
$
|
46.9
|
|
|
$
|
49.9
|
|
|
|
$
|
189.1
|
|
|
$
|
203.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
$
|
31.9
|
|
|
$
|
10.5
|
|
|
$
|
16.4
|
|
|
|
$
|
6.5
|
|
|
$
|
19.8
|
|
|
|
Interest expense, net
|
|
|
5.2
|
|
|
|
5.1
|
|
|
|
5.3
|
|
|
|
|
20.6
|
|
|
|
20.4
|
|
|
|
Provision for income taxes
|
|
|
2.3
|
|
|
|
4.4
|
|
|
|
6.8
|
|
|
|
|
12.9
|
|
|
|
8.3
|
|
|
|
Earnings from continuing operations before interest and income
taxes
|
|
|
39.4
|
|
|
|
20.0
|
|
|
|
28.5
|
|
|
|
|
40.0
|
|
|
|
48.5
|
|
|
|
Earnings from continuing operations before interest and income
taxes as % of revenues
|
|
|
18.3
|
%
|
|
|
10.2
|
%
|
|
|
13.40
|
%
|
|
|
|
5.4
|
%
|
|
|
6.4
|
%
|
|
|
Stock-based compensation expense
|
|
|
6.5
|
|
|
|
6.1
|
|
|
|
5.1
|
|
|
|
|
24.7
|
|
|
|
20.9
|
|
|
|
Intangibles amortization expense
|
|
|
1.4
|
|
|
|
1.3
|
|
|
|
2.5
|
|
|
|
|
7.3
|
|
|
|
18.2
|
|
|
|
Impairment charges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
21.3
|
|
|
|
0.5
|
|
|
|
Restructuring charges
|
|
|
2.1
|
|
|
|
1.1
|
|
|
|
0.1
|
|
|
|
|
10.2
|
|
|
|
10.1
|
|
|
|
Production transfer costs (2)
|
|
|
2.1
|
|
|
|
1.6
|
|
|
|
0.1
|
|
|
|
|
6.8
|
|
|
|
3.0
|
|
|
|
Other loss (gain) (3)
|
|
|
0.1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
0.3
|
|
|
|
(1.5
|
)
|
|
|
Adjusted earnings from continuing operations before interest and
income taxes
|
|
$
|
51.6
|
|
|
$
|
30.1
|
|
|
$
|
36.3
|
|
|
|
$
|
110.6
|
|
|
$
|
99.7
|
|
|
|
Adjusted earnings from continuing operations before interest and
income taxes as % of revenues
|
|
|
23.9
|
%
|
|
|
15.4
|
%
|
|
|
17.1
|
%
|
|
|
|
14.9
|
%
|
|
|
13.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
$
|
5.2
|
|
|
$
|
5.1
|
|
|
$
|
5.3
|
|
|
|
$
|
20.6
|
|
|
$
|
20.4
|
|
|
|
Interest expense, net non-GAAP reconciling adjustments (4)
|
|
|
1.8
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
|
6.1
|
|
|
|
4.4
|
|
|
|
Non-GAAP interest expense
|
|
$
|
3.4
|
|
|
$
|
3.6
|
|
|
$
|
3.9
|
|
|
|
$
|
14.5
|
|
|
$
|
16.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
2.3
|
|
|
$
|
4.4
|
|
|
$
|
6.8
|
|
|
|
$
|
12.9
|
|
|
$
|
8.3
|
|
|
|
Income tax effects of non-GAAP reconciling adjustments
|
|
|
9.3
|
|
|
|
(2.0
|
)
|
|
|
(3.9
|
)
|
|
|
|
2.0
|
|
|
|
(5.1
|
)
|
|
|
Non-GAAP provision (benefit from) for income taxes
|
|
$
|
11.6
|
|
|
$
|
2.4
|
|
|
$
|
2.9
|
|
|
|
$
|
14.9
|
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations
|
|
$
|
31.9
|
|
|
$
|
10.5
|
|
|
$
|
16.4
|
|
|
|
$
|
6.5
|
|
|
$
|
19.8
|
|
|
|
Non-GAAP reconciling adjustments (5)
|
|
|
12.2
|
|
|
|
10.1
|
|
|
|
7.8
|
|
|
|
|
70.6
|
|
|
|
51.2
|
|
|
|
Interest expense, net non-GAAP reconciling adjustments (4)
|
|
|
1.8
|
|
|
|
1.5
|
|
|
|
1.4
|
|
|
|
|
6.1
|
|
|
|
4.4
|
|
|
|
Income tax effects of non-GAAP reconciling adjustments
|
|
|
9.3
|
|
|
|
(2.0
|
)
|
|
|
(3.9
|
)
|
|
|
|
2.0
|
|
|
|
(5.1
|
)
|
|
|
Non-GAAP net earnings
|
|
$
|
36.6
|
|
|
$
|
24.1
|
|
|
$
|
29.5
|
|
|
|
$
|
81.2
|
|
|
$
|
80.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share from continuing operations
|
|
$
|
0.35
|
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
|
$
|
0.07
|
|
|
$
|
0.22
|
|
|
|
Earnings per share non-GAAP reconciling adjustment
|
|
$
|
0.05
|
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
|
$
|
0.81
|
|
|
$
|
0.67
|
|
|
|
Non-GAAP diluted earnings per share
|
|
$
|
0.40
|
|
|
$
|
0.26
|
|
|
$
|
0.32
|
|
|
|
$
|
0.88
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted average shares outstanding
|
|
|
90,707,102
|
|
|
|
90,373,112
|
|
|
|
89,773,980
|
|
|
|
|
90,490,007
|
|
|
|
89,182,967
|
|
|
|
Non-GAAP adjustment (6)
|
|
|
1,750,200
|
|
|
|
2,053,916
|
|
|
|
1,642,468
|
|
|
|
|
1,959,801
|
|
|
|
1,758,522
|
|
|
|
Non-GAAP diluted average shares outstanding (6)
|
|
|
92,457,302
|
|
|
|
92,427,028
|
|
|
|
91,416,448
|
|
|
|
|
92,449,808
|
|
|
|
90,941,489
|
|
|
|
Notes:
|
|
|
|
(1) In addition to the GAAP financial measures included
herein, Knowles has presented certain non-GAAP financial measures.
Knowles believes that non-GAAP measures are useful as supplements to
its GAAP results of operations to evaluate certain aspects of its
operations and financial performance, and its management team
primarily focuses on non-GAAP items in evaluating Knowles'
performance for business planning purposes. Knowles also believes
that these measures assist it with 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 facilities primarily in Asia. These amounts
are included in the corresponding Gross profit and Earnings from
continuing operations before interest and income taxes for each
period presented.
|
|
|
|
(3) In 2017, Other loss (gain) primarily represents
expenses related to the acquisition of certain assets of a
capacitors manufacturer. 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 Inc. acquisition.
|
|
|
|
(4) Under GAAP, certain convertible debt instruments that
may be settled in cash (or other assets) upon conversion are
required to be separately accounted for as liability (debt) and
equity (conversion option) components of the instrument in a manner
that reflects the issuer’s 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 is 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.
|
|
|
|
(5) The Non-GAAP reconciling adjustments are those
adjustments made to reconcile Earnings from continuing operations
before interest and income taxes to Adjusted earnings from
continuing operations before interest and income taxes.
|
|
|
|
(6) 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 share and per share amounts)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
111.7
|
|
|
$
|
63.4
|
|
|
Receivables, net of allowances of $0.7 and $1.5
|
|
|
147.7
|
|
|
|
126.4
|
|
|
Inventories, net
|
|
|
125.6
|
|
|
|
90.9
|
|
|
Prepaid and other current assets
|
|
|
9.9
|
|
|
|
10.2
|
|
|
Total current assets
|
|
|
394.9
|
|
|
|
290.9
|
|
|
Property, plant, and equipment, net
|
|
|
183.0
|
|
|
|
172.9
|
|
|
Goodwill
|
|
|
884.9
|
|
|
|
871.6
|
|
|
Intangible assets, net
|
|
|
53.5
|
|
|
|
73.8
|
|
|
Other assets and deferred charges
|
|
|
31.8
|
|
|
|
25.6
|
|
|
Assets of discontinued operations
|
|
|
1.7
|
|
|
|
80.2
|
|
|
Total assets
|
|
$
|
1,549.8
|
|
|
$
|
1,515.0
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
-
|
|
|
$
|
9.7
|
|
|
Accounts payable
|
|
|
85.6
|
|
|
|
65.5
|
|
|
Accrued compensation and employee benefits
|
|
|
31.2
|
|
|
|
31.4
|
|
|
Other accrued expenses
|
|
|
28.2
|
|
|
|
22.4
|
|
|
Federal and other taxes on income
|
|
|
6.6
|
|
|
|
3.2
|
|
|
Total current liabilities
|
|
|
151.6
|
|
|
|
132.2
|
|
|
Long-term debt
|
|
|
192.6
|
|
|
|
288.5
|
|
|
Deferred income taxes
|
|
|
-
|
|
|
|
17.4
|
|
|
Other liabilities
|
|
|
67.9
|
|
|
|
40.6
|
|
|
Liabilities of Discontinued Operations
|
|
|
5.6
|
|
|
|
27.9
|
|
|
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;
89,491,471 and 88,737,284 shares issued and outstanding at December
31, 2017 and December 31, 2016, respectively
|
|
|
0.9
|
|
|
|
0.9
|
|
|
Additional paid-in capital
|
|
|
1,523.1
|
|
|
|
1,499.8
|
|
|
Accumulated deficit
|
|
|
(291.9
|
)
|
|
|
(360.2
|
)
|
|
Accumulated other comprehensive loss
|
|
|
(100.0
|
)
|
|
|
(132.1
|
)
|
|
Total stockholders' equity
|
|
|
1,132.1
|
|
|
|
1,008.4
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,549.8
|
|
|
$
|
1,515.0
|
|
|
KNOWLES CORPORATION
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(in millions)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
68.3
|
|
|
|
$
|
(42.3
|
)
|
|
|
$
|
(233.8
|
)
|
|
Adjustments to reconcile net loss to cash from operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
57.3
|
|
|
|
|
73.7
|
|
|
|
|
135.7
|
|
|
Stock-based compensation
|
|
|
25.1
|
|
|
|
|
21.5
|
|
|
|
|
16.5
|
|
|
Impairment of intangibles
|
|
|
16.2
|
|
|
|
|
-
|
|
|
|
|
144.7
|
|
|
Non-cash interest expense and amortization of debt issuance costs
|
|
|
7.6
|
|
|
|
|
5.6
|
|
|
|
|
0.8
|
|
|
Impairment charges on fixed and other assets
|
|
|
5.5
|
|
|
|
|
0.9
|
|
|
|
|
56.5
|
|
|
(Gain) loss on sale of business
|
|
|
(62.3
|
)
|
|
|
|
25.6
|
|
|
|
|
-
|
|
|
Deferred income taxes
|
|
|
(30.1
|
)
|
|
|
|
4.0
|
|
|
|
|
(25.0
|
)
|
|
Other, net
|
|
|
4.9
|
|
|
|
|
(3.2
|
)
|
|
|
|
(1.1
|
)
|
|
Cash effect of changes in assets and liabilities (excluding effects
of foreign exchange):
|
|
|
|
|
|
|
|
|
|
Receivables, net
|
|
|
(7.6
|
)
|
|
|
|
35.9
|
|
|
|
|
45.2
|
|
|
Inventories, net
|
|
|
(34.0
|
)
|
|
|
|
21.9
|
|
|
|
|
11.7
|
|
|
Prepaid and other current assets
|
|
|
1.6
|
|
|
|
|
(1.2
|
)
|
|
|
|
1.6
|
|
|
Accounts payable
|
|
|
4.9
|
|
|
|
|
(26.6
|
)
|
|
|
|
(42.7
|
)
|
|
Accrued compensation and employee benefits
|
|
|
(0.9
|
)
|
|
|
|
(0.7
|
)
|
|
|
|
0.3
|
|
|
Other accrued expenses
|
|
|
7.3
|
|
|
|
|
(9.6
|
)
|
|
|
|
(14.9
|
)
|
|
Accrued taxes
|
|
|
0.9
|
|
|
|
|
5.3
|
|
|
|
|
(12.9
|
)
|
|
Other non-current assets and non-current liabilities
|
|
|
28.2
|
|
|
|
|
(3.3
|
)
|
|
|
|
(4.2
|
)
|
|
Net cash provided by operating activities
|
|
|
92.9
|
|
|
|
|
107.5
|
|
|
|
|
78.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from the sale of business
|
|
|
123.1
|
|
|
|
|
40.6
|
|
|
|
|
-
|
|
|
Proceeds from the sale of property, plant and equipment
|
|
|
0.5
|
|
|
|
|
2.0
|
|
|
|
|
0.5
|
|
|
Proceeds from the sale of investments
|
|
|
-
|
|
|
|
|
2.0
|
|
|
|
|
4.0
|
|
|
Additions to property, plant, and equipment
|
|
|
(51.6
|
)
|
|
|
|
(38.7
|
)
|
|
|
|
(63.1
|
)
|
|
Acquisitions of business (net of cash acquired)
|
|
|
(2.5
|
)
|
|
|
|
-
|
|
|
|
|
(35.1
|
)
|
|
Capitalized patent defense costs
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(1.0
|
)
|
|
Purchase of intellectual property license
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(0.5
|
)
|
|
Net cash provided by (used in) investing activities
|
|
|
69.5
|
|
|
|
|
5.9
|
|
|
|
|
(95.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Payments under revolving credit facility
|
|
|
(185.0
|
)
|
|
|
|
(132.0
|
)
|
|
|
|
(85.0
|
)
|
|
Borrowings under revolving credit facility
|
|
|
190.7
|
|
|
|
|
32.0
|
|
|
|
|
130.0
|
|
|
Principal payments on term loan debt
|
|
|
(118.5
|
)
|
|
|
|
(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
|
)
|
|
|
|
-
|
|
|
Debt issuance costs
|
|
|
(1.7
|
)
|
|
|
|
(6.7
|
)
|
|
|
|
(0.3
|
)
|
|
Payments of capital lease obligations
|
|
|
(1.6
|
)
|
|
|
|
(2.3
|
)
|
|
|
|
(1.4
|
)
|
|
Tax on restricted stock unit vesting
|
|
|
(5.1
|
)
|
|
|
|
(1.5
|
)
|
|
|
|
(2.2
|
)
|
|
Net proceeds from exercise of stock-based awards
|
|
|
3.3
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(117.9
|
)
|
|
|
|
(109.9
|
)
|
|
|
|
26.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
1.0
|
|
|
|
|
(0.6
|
)
|
|
|
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
45.5
|
|
|
|
|
2.9
|
|
|
|
|
8.1
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
63.4
|
|
|
|
|
61.3
|
|
|
|
|
52.7
|
|
|
Add: Cash and cash equivalents at beginning of period from
discontinued operations
|
|
|
2.8
|
|
|
|
|
2.0
|
|
|
|
|
2.5
|
|
|
Less: Cash and cash equivalents included in discontinued operations
at end of period
|
|
|
-
|
|
|
|
|
(2.8
|
)
|
|
|
|
(2.0
|
)
|
|
Cash and cash equivalents at end of period
|
|
$
|
111.7
|
|
|
|
$
|
63.4
|
|
|
|
$
|
61.3
|
|

View source version on businesswire.com: http://www.businesswire.com/news/home/20180207006026/en/
Source: Knowles Corporation