(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Item 2.02 Results of Operations and Financial Condition. | |
On February 4, 2020, Knowles Corporation issued a press release announcing its results of operations for the year and quarter ended December 31, 2019 and posted on its website at http://investor.knowles.com presentation slides for the year and quarter ended December 31, 2019. Knowles Corporation's quarterly financial conference call and webcast will be held on February 4, 2020. A copy of the press release is being furnished as Exhibit 99.1 hereto, and a copy of the presentation slides is being furnished as Exhibit 99.2 hereto. | |
The information furnished under this Item 2.02 and the related exhibits included in Item 9.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. | |
Item 9.01 Financial Statements and Exhibits. | ||
(d) Exhibits. | ||
The following exhibits are furnished as part of this report: | ||
Exhibit Number | Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
KNOWLES CORPORATION | ||
Date: | February 4, 2020 | By: /s/ Robert J. Perna |
Robert J. Perna | ||
Senior Vice President, General Counsel & Secretary | ||

Financial Contact: Mike Knapp Knowles Investor Relations Phone: (630) 238-5236 Email: [email protected] |
Q4FY19 | Q3FY19 | Q4FY18 | Year Ago Period Change | |
Revenues | $233.9 | $235.9 | $223.8 | 5% |
Gross profit | $89.6 | $93.5 | $94.3 | (5)% |
(as a % of revenues) | 38.3% | 39.6% | 42.1% | |
Non-GAAP gross profit | $90.9 | $94.7 | $95.4 | (5)% |
(as a % of revenues) | 38.9% | 40.1% | 42.6% | |
Diluted earnings per share* | $0.22 | $0.27 | $0.87 | (75)% |
Non-GAAP diluted earnings per share | $0.35 | $0.38 | $0.37 | (5)% |
GAAP | Adjustments | Non-GAAP | |
Revenues | $160 to $190 million | — | $160 to $190 million |
Gross Profit Margin | 36.5 to 39.5% | 1% | 37.5 to 40.5% |
EPS | ($0.02) to $0.06 | $0.10 | $0.08 to $0.16 |
Quarter Ended | ||||||||||||
December 31, 2019 | September 30, 2019 | December 31, 2018 | ||||||||||
Revenues | $ | 233.9 | $ | 235.9 | $ | 223.8 | ||||||
Cost of goods sold | 143.6 | 142.3 | 129.2 | |||||||||
Restructuring charges - cost of goods sold | 0.7 | 0.1 | 0.3 | |||||||||
Gross profit | 89.6 | 93.5 | 94.3 | |||||||||
Research and development expenses | 23.7 | 23.4 | 25.2 | |||||||||
Selling and administrative expenses | 34.6 | 34.6 | 35.1 | |||||||||
Restructuring charges | 0.5 | 1.9 | 0.3 | |||||||||
Operating expenses | 58.8 | 59.9 | 60.6 | |||||||||
Operating earnings | 30.8 | 33.6 | 33.7 | |||||||||
Interest expense, net | 3.6 | 3.8 | 3.9 | |||||||||
Other expense (income), net | 0.5 | (0.6 | ) | 0.2 | ||||||||
Earnings before income taxes and discontinued operations | 26.7 | 30.4 | 29.6 | |||||||||
Provision for (benefit from) income taxes | 5.6 | 5.0 | (49.8 | ) | ||||||||
Earnings from continuing operations | 21.1 | 25.4 | 79.4 | |||||||||
(Loss) earnings from discontinued operations, net | (0.6 | ) | — | 0.2 | ||||||||
Net earnings | $ | 20.5 | $ | 25.4 | $ | 79.6 | ||||||
Earnings per share from continuing operations: | ||||||||||||
Basic | $ | 0.23 | $ | 0.28 | $ | 0.88 | ||||||
Diluted | $ | 0.22 | $ | 0.27 | $ | 0.87 | ||||||
(Loss) earnings per share from discontinued operations: | ||||||||||||
Basic | $ | (0.01 | ) | $ | — | $ | — | |||||
Diluted | $ | (0.01 | ) | $ | — | $ | — | |||||
Net earnings per share: | ||||||||||||
Basic | $ | 0.22 | $ | 0.28 | $ | 0.88 | ||||||
Diluted | $ | 0.21 | $ | 0.27 | $ | 0.87 | ||||||
Weighted-average common shares outstanding: | ||||||||||||
Basic | 91,653,662 | 91,398,539 | 90,220,173 | |||||||||
Diluted | 95,742,308 | 93,859,446 | 91,592,320 | |||||||||
Year Ended | ||||||||
December 31, 2019 | December 31, 2018 | |||||||
Revenues | $ | 854.8 | $ | 826.9 | ||||
Cost of goods sold | 525.1 | 503.9 | ||||||
Restructuring charges - cost of goods sold | 1.7 | 0.4 | ||||||
Gross profit | 328.0 | 322.6 | ||||||
Research and development expenses | 96.8 | 100.6 | ||||||
Selling and administrative expenses | 145.7 | 142.5 | ||||||
Restructuring charges | 4.3 | 1.7 | ||||||
Operating expenses | 246.8 | 244.8 | ||||||
Operating earnings | 81.2 | 77.8 | ||||||
Interest expense, net | 14.5 | 16.0 | ||||||
Other expense, net | 0.4 | 0.7 | ||||||
Earnings before income taxes and discontinued operations | 66.3 | 61.1 | ||||||
Provision for (benefit from) income taxes | 16.6 | (4.5 | ) | |||||
Earnings from continuing operations | 49.7 | 65.6 | ||||||
(Loss) earnings from discontinued operations, net | (0.6 | ) | 2.1 | |||||
Net earnings | $ | 49.1 | $ | 67.7 | ||||
Earnings per share from continuing operations: | ||||||||
Basic | $ | 0.55 | $ | 0.73 | ||||
Diluted | $ | 0.53 | $ | 0.72 | ||||
(Loss) earnings per share from discontinued operations: | ||||||||
Basic | $ | (0.01 | ) | $ | 0.02 | |||
Diluted | $ | — | $ | 0.02 | ||||
Net earnings per share: | ||||||||
Basic | $ | 0.54 | $ | 0.75 | ||||
Diluted | $ | 0.53 | $ | 0.74 | ||||
Weighted-average common shares outstanding: | ||||||||
Basic | 91,156,124 | 90,050,051 | ||||||
Diluted | 93,439,023 | 91,194,747 | ||||||
Quarter Ended | Year Ended | ||||||||||||||||||
December 31, 2019 | September 30, 2019 | December 31, 2018 | December 31, 2019 | December 31, 2018 | |||||||||||||||
Gross profit | $ | 89.6 | $ | 93.5 | $ | 94.3 | $ | 328.0 | $ | 322.6 | |||||||||
Gross profit as % of revenues | 38.3 | % | 39.6 | % | 42.1 | % | 38.4 | % | 39.0 | % | |||||||||
Stock-based compensation expense | 0.4 | 0.4 | 0.4 | 1.6 | 1.6 | ||||||||||||||
Restructuring charges | 0.7 | 0.1 | 0.3 | 1.7 | 0.4 | ||||||||||||||
Production transfer costs (2) | 0.2 | 0.7 | 0.4 | 2.3 | 2.2 | ||||||||||||||
Other (3) | — | — | — | — | 0.2 | ||||||||||||||
Non-GAAP gross profit | $ | 90.9 | $ | 94.7 | $ | 95.4 | $ | 333.6 | $ | 327.0 | |||||||||
Non-GAAP gross profit as % of revenues | 38.9 | % | 40.1 | % | 42.6 | % | 39.0 | % | 39.5 | % | |||||||||
Research and development expenses | $ | 23.7 | $ | 23.4 | $ | 25.2 | $ | 96.8 | $ | 100.6 | |||||||||
Stock-based compensation expense | (1.7 | ) | (1.5 | ) | (1.9 | ) | (7.6 | ) | (7.8 | ) | |||||||||
Production transfer costs (2) | — | — | — | — | (0.4 | ) | |||||||||||||
Non-GAAP research and development expenses | $ | 22.0 | $ | 21.9 | $ | 23.3 | $ | 89.2 | $ | 92.4 | |||||||||
Selling and administrative expenses | $ | 34.6 | $ | 34.6 | $ | 35.1 | $ | 145.7 | $ | 142.5 | |||||||||
Stock-based compensation expense | (3.9 | ) | (3.3 | ) | (3.9 | ) | (16.0 | ) | (17.6 | ) | |||||||||
Intangibles amortization expense | (1.7 | ) | (1.8 | ) | (1.6 | ) | (7.0 | ) | (6.5 | ) | |||||||||
Other (3) | (0.4 | ) | (0.4 | ) | (0.2 | ) | (5.6 | ) | (0.4 | ) | |||||||||
Non-GAAP selling and administrative expenses | $ | 28.6 | $ | 29.1 | $ | 29.4 | $ | 117.1 | $ | 118.0 | |||||||||
Operating expenses | $ | 58.8 | $ | 59.9 | $ | 60.6 | $ | 246.8 | $ | 244.8 | |||||||||
Stock-based compensation expense | (5.6 | ) | (4.8 | ) | (5.8 | ) | (23.6 | ) | (25.4 | ) | |||||||||
Intangibles amortization expense | (1.7 | ) | (1.8 | ) | (1.6 | ) | (7.0 | ) | (6.5 | ) | |||||||||
Restructuring charges | (0.5 | ) | (1.9 | ) | (0.3 | ) | (4.3 | ) | (1.7 | ) | |||||||||
Production transfer costs (2) | — | — | — | — | (0.4 | ) | |||||||||||||
Other (3) | (0.4 | ) | (0.4 | ) | (0.2 | ) | (5.6 | ) | (0.4 | ) | |||||||||
Non-GAAP operating expenses | $ | 50.6 | $ | 51.0 | $ | 52.7 | $ | 206.3 | $ | 210.4 | |||||||||
Earnings from continuing operations | $ | 21.1 | $ | 25.4 | $ | 79.4 | $ | 49.7 | $ | 65.6 | |||||||||
Interest expense, net | 3.6 | 3.8 | 3.9 | 14.5 | 16.0 | ||||||||||||||
Provision for (benefit from) income taxes | 5.6 | 5.0 | (49.8 | ) | 16.6 | (4.5 | ) | ||||||||||||
Earnings from continuing operations before interest and income taxes | 30.3 | 34.2 | 33.5 | 80.8 | 77.1 | ||||||||||||||
Earnings from continuing operations before interest and income taxes as % of revenues | 13.0 | % | 14.5 | % | 15.0 | % | 9.5 | % | 9.3 | % | |||||||||
Stock-based compensation expense | 6.0 | 5.2 | 6.2 | 25.2 | 27.0 | ||||||||||||||
Intangibles amortization expense | 1.7 | 1.8 | 1.6 | 7.0 | 6.5 | ||||||||||||||
Restructuring charges | 1.2 | 2.0 | 0.6 | 6.0 | 2.1 | ||||||||||||||
Production transfer costs (2) | 0.2 | 0.7 | 0.4 | 2.3 | 2.6 | ||||||||||||||
Other (3) | 0.4 | 0.4 | 0.2 | 5.6 | 1.9 | ||||||||||||||
Adjusted earnings from continuing operations before interest and income taxes | $ | 39.8 | $ | 44.3 | $ | 42.5 | $ | 126.9 | $ | 117.2 | |||||||||
Adjusted earnings from continuing operations before interest and income taxes as % of revenues | 17.0 | % | 18.8 | % | 19.0 | % | 14.8 | % | 14.2 | % | |||||||||
Quarter Ended | Year Ended | ||||||||||||||||||
December 31, 2019 | September 30, 2019 | December 31, 2018 | December 31, 2019 | December 31, 2018 | |||||||||||||||
Interest expense, net | $ | 3.6 | $ | 3.8 | $ | 3.9 | $ | 14.5 | $ | 16.0 | |||||||||
Interest expense, net non-GAAP reconciling adjustments (4) | 1.7 | 1.7 | 1.6 | 6.8 | 6.3 | ||||||||||||||
Non-GAAP interest expense | $ | 1.9 | $ | 2.1 | $ | 2.3 | $ | 7.7 | $ | 9.7 | |||||||||
Provision for (benefit from) income taxes | $ | 5.6 | $ | 5.0 | $ | (49.8 | ) | $ | 16.6 | $ | (4.5 | ) | |||||||
Income tax effects of non-GAAP reconciling adjustments (5) | (1.0 | ) | 1.4 | 55.1 | 1.0 | 17.5 | |||||||||||||
Non-GAAP provision for income taxes | $ | 4.6 | $ | 6.4 | $ | 5.3 | $ | 17.6 | $ | 13.0 | |||||||||
Earnings from continuing operations | $ | 21.1 | $ | 25.4 | $ | 79.4 | $ | 49.7 | $ | 65.6 | |||||||||
Non-GAAP reconciling adjustments (6) | 9.5 | 10.1 | 9.0 | 46.1 | 40.1 | ||||||||||||||
Interest expense, net non-GAAP reconciling adjustments (4) | 1.7 | 1.7 | 1.6 | 6.8 | 6.3 | ||||||||||||||
Income tax effects of non-GAAP reconciling adjustments (5) | (1.0 | ) | 1.4 | 55.1 | 1.0 | 17.5 | |||||||||||||
Non-GAAP net earnings | $ | 33.3 | $ | 35.8 | $ | 34.9 | $ | 101.6 | $ | 94.5 | |||||||||
Diluted earnings per share from continuing operations | $ | 0.22 | $ | 0.27 | $ | 0.87 | $ | 0.53 | $ | 0.72 | |||||||||
Earnings (loss) per share non-GAAP reconciling adjustment | 0.13 | 0.11 | (0.50 | ) | 0.54 | 0.29 | |||||||||||||
Non-GAAP diluted earnings per share | $ | 0.35 | $ | 0.38 | $ | 0.37 | $ | 1.07 | $ | 1.01 | |||||||||
Diluted average shares outstanding | 95,742,308 | 93,859,446 | 91,592,320 | 93,439,023 | 91,194,747 | ||||||||||||||
Non-GAAP adjustment (7) | 181,222 | 1,383,876 | 1,687,972 | 1,449,627 | 2,046,989 | ||||||||||||||
Non-GAAP diluted average shares outstanding (7) | 95,923,530 | 95,243,322 | 93,280,292 | 94,888,650 | 93,241,736 | ||||||||||||||
(1) | In addition to the GAAP financial measures included herein, Knowles has presented certain non-GAAP financial measures that exclude certain amounts that are included in the most directly comparable GAAP 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 2019, Other expenses of $4.4 million represent expenses related to shareholder activism and the remaining Other expenses relate to the acquisition of the MEMS Microphone Application-specific integrated circuit (“ASIC”) Design Business from ams AG by the Audio segment and the acquisition of DITF Interconnect Technology, Inc. by the Precision Devices segment. In 2018, Other expenses in Gross profit and Operating expenses represent expenses related to acquisitions and the remaining Other expenses represent an adjustment to pre-spin-off pension obligations. |
(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) | Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments. Adjustments are also made to exclude certain impacts of the Tax Reform Act and the resulting consequences that were accounted for as uncertain tax positions. |
(6) | 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. |
(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. In addition, the Company entered into convertible note hedge transactions to offset any potential dilution from the convertible notes. Although the anti-dilutive impact of the convertible note hedges is not reflected under GAAP, the Company includes the anti-dilutive impact of the convertible note hedges in non-GAAP diluted average shares outstanding, if applicable. |
December 31, 2019 | December 31, 2018 | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 78.4 | $ | 73.5 | |||
Receivables, net of allowances of $0.8 and $0.6 | 159.6 | 140.3 | |||||
Inventories, net | 141.8 | 140.1 | |||||
Prepaid and other current assets | 8.6 | 11.1 | |||||
Total current assets | 388.4 | 365.0 | |||||
Property, plant, and equipment, net | 206.5 | 211.7 | |||||
Goodwill | 909.9 | 887.9 | |||||
Intangible assets, net | 91.7 | 56.7 | |||||
Operating lease right-of-use assets | 33.6 | — | |||||
Other assets and deferred charges | 24.5 | 26.6 | |||||
Total assets | $ | 1,654.6 | $ | 1,547.9 | |||
Current liabilities: | |||||||
Accounts payable | $ | 87.7 | $ | 77.2 | |||
Accrued compensation and employee benefits | 32.1 | 40.2 | |||||
Operating lease liabilities | 9.3 | — | |||||
Other accrued expenses | 16.5 | 20.1 | |||||
Federal and other taxes on income | 5.9 | 4.3 | |||||
Total current liabilities | 151.5 | 141.8 | |||||
Long-term debt | 156.8 | 158.1 | |||||
Deferred income taxes | 2.2 | 2.1 | |||||
Long-term operating lease liabilities | 25.1 | — | |||||
Other liabilities | 29.9 | 34.3 | |||||
Liabilities of discontinued operations | 0.6 | — | |||||
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; 91,701,745 and 90,212,779 shares issued and outstanding at December 31, 2019 and 2018, respectively | 0.9 | 0.9 | |||||
Additional paid-in capital | 1,574.7 | 1,545.9 | |||||
Accumulated deficit | (175.1 | ) | (224.2 | ) | |||
Accumulated other comprehensive loss | (112.0 | ) | (111.0 | ) | |||
Total stockholders' equity | 1,288.5 | 1,211.6 | |||||
Total liabilities and stockholders' equity | $ | 1,654.6 | $ | 1,547.9 | |||
Years Ended December 31, | |||||||
2019 | 2018 | ||||||
Operating Activities | |||||||
Net earnings | $ | 49.1 | $ | 67.7 | |||
Adjustments to reconcile net earnings to cash from operating activities: | |||||||
Depreciation and amortization | 54.4 | 52.4 | |||||
Stock-based compensation | 25.2 | 27.0 | |||||
Non-cash interest expense and amortization of debt issuance costs | 8.1 | 7.6 | |||||
Deferred income taxes | (0.7 | ) | 8.7 | ||||
Loss on disposal of fixed assets | 0.2 | 0.2 | |||||
Gain on sale of business | — | (1.6 | ) | ||||
Other, net | 1.3 | (2.8 | ) | ||||
Changes in assets and liabilities (excluding effects of foreign exchange): | |||||||
Receivables, net | (17.8 | ) | (0.3 | ) | |||
Inventories, net | (0.3 | ) | (15.7 | ) | |||
Prepaid and other current assets | 2.7 | (1.3 | ) | ||||
Accounts payable | 12.1 | (6.3 | ) | ||||
Accrued compensation and employee benefits | (8.1 | ) | 7.9 | ||||
Other accrued expenses | (0.6 | ) | (8.8 | ) | |||
Accrued taxes | 2.7 | (5.1 | ) | ||||
Other non-current assets and non-current liabilities | (4.4 | ) | (31.1 | ) | |||
Net cash provided by operating activities | 123.9 | 98.5 | |||||
Investing Activities | |||||||
Additions to property, plant, and equipment | (41.2 | ) | (80.1 | ) | |||
Acquisitions of business (net of cash acquired) | (69.3 | ) | (18.0 | ) | |||
Proceeds from the sale of business | — | 10.0 | |||||
Proceeds from the sale of property, plant, and equipment | — | 0.1 | |||||
Net cash used in investing activities | (110.5 | ) | (88.0 | ) | |||
Financing Activities | |||||||
Payments under revolving credit facility | (19.0 | ) | (47.7 | ) | |||
Borrowings under revolving credit facility | 10.0 | 6.0 | |||||
Tax on restricted stock unit vesting | (6.4 | ) | (4.7 | ) | |||
Payments of finance lease obligations | (1.7 | ) | (1.7 | ) | |||
Payment of consideration owed for acquisitions | (1.2 | ) | (1.0 | ) | |||
Net proceeds from exercise of stock-based awards | 9.8 | 0.5 | |||||
Net cash used in financing activities | (8.5 | ) | (48.6 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | — | (0.1 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 4.9 | (38.2 | ) | ||||
Cash and cash equivalents at beginning of period | 73.5 | 111.7 | |||||
Cash and cash equivalents at end of period | $ | 78.4 | $ | 73.5 | |||