Form 8-K Knowles Corp For: Oct 27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October�27, 2014
Knowles Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) | 001-36102 (Commission File Number) | 90-1002689 (I.R.S. Employer Identification No.) |
1151 Maplewood Drive, Itasca, IL | 60143 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant's telephone number, including area code: (630) 250-5100 | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
� | 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)) |
Item 2.02 Results of Operations and Financial Condition. | |
On October 27, 2014, Knowles Corporation issued a Press Release announcing its results of operations for the quarter ended September 30, 2014 and posted on its website at http://investor.knowles.com�presentation slides for the quarter ended September 30, 2014. Knowles Corporation's quarterly financial conference call and webcast will be held on October 27, 2014. A copy of the Press Release is being furnished as Exhibit 99.1, and a copy of the presentation slides is being furnished as Exhibit 99.2 hereto and incorporated herein by reference. | |
The information furnished under Item 2.02 and 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 it 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 | |
99.1 | Press Release of Knowles Corporation dated October 27, 2014. | |
99.2 | Presentation Slides posted on Knowles Corporation's website at http://investor.knowles.com. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KNOWLES CORPORATION | |
Date: October 27, 2014 | By: /s/ Thomas G. Jackson |
Thomas G. Jackson | |
Senior Vice President, General Counsel & Secretary | |
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release of Knowles Corporation dated October 27, 2014. | |
99.2 | Presentation Slides posted on Knowles Corporation's website at http://investor.knowles.com. | |
Exhibit 99.1
Financial Contact: Mike Knapp Knowles Investor Relations Phone: (630) 238-5236 Email: [email protected] | Media Contact: Melissa York Knowles Communications Phone: (630) 238-5242 Email: [email protected] |
Knowles Reports Q3 2014 Financial Results and Provides Outlook for Q4 2014
ITASCA, Ill., Oct. 27, 2014 - Knowles Corporation (NYSE: KN), a market leader and global supplier of advanced micro-acoustic solutions and specialty components, today announced results for the third quarter ended September 30, 2014 and provided projections for the fourth quarter of 2014.
Our third quarter was in line with the preliminary results we issued earlier this month, said Jeffrey Niew, President and CEO of Knowles. While the impact of the microphone situation we experienced during the quarter presents a challenge, we continue to be encouraged by the broader trends we are experiencing in our Mobile Consumer Electronics and Specialty Components segments. Mobile consumer revenue was up 9.5 percent sequentially driven primarily by growth in China and improving trends at a Korean OEM. We also saw record quarterly revenue in our hearing health business within Specialty Components on broad-based strength at hearing aid OEMs.
In addition, our restructuring efforts remain on track and we expect significant margin improvement in Q4 and in 2015 driven by the closure of our Vienna production facility, the ramp up of our Cebu plant, and the continued consolidation of our capacitor facilities. ����
Financial Highlights
The following highlights the Companys financial performance on both a GAAP and supplemental non-GAAP basis. The Company provides supplemental information regarding its gross profit, operating expenses, earnings before interest and income taxes, adjusted earnings before interest and income taxes, net earnings and diluted earnings per share on a non-GAAP basis that excludes stock compensation as well as certain intangibles amortization expense, restructuring and production transfer costs, and other charges which management considers to be outside our core operating results. Non-GAAP results are not presented in accordance with GAAP and may not be comparable to similarly titled non-GAAP information provided by other companies. Non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP results is attached to this press release.
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" | Revenue for the third quarter of 2014 was $300.8 million compared with $311.6 million reported in the same period one year ago. |
" | Gross profit for the third quarter of 2014 was $52.2 million compared with gross profit of $118.0 million reported in the same period one year ago. Non-GAAP gross profit for the third quarter of 2014 was $94.4 million compared with non-GAAP gross profit of $122.0 million reported in the same period one year ago. |
" | Loss before interest and income taxes for the third quarter of 2014 was $(14.1) million compared with earnings before interest and income taxes of $50.5 million in the year ago period. Current period results include $15.0 million from the resolution of customer claims for products no longer produced, $13.9 million of fixed asset and related inventory charges, $10.6 million from amortization of intangibles, $8.4 million in production transfer costs, $5.8 million in restructuring charges, and $2.6 million in stock-based compensation. |
" | Adjusted earnings before interest and income taxes for the third quarter of 2014 were $42.2 million compared with $67.5 million reported in the same period one year ago. |
" | Benefit from income taxes for the third quarter of 2014 was $1.5 million compared with a benefit from income taxes of $6.0 million reported in the same period one year ago. Benefit from income taxes for the third quarter of 2014 included discrete tax expense of $1.8 million, primarily related to certain 2013 foreign withholding taxes. |
" | Net loss for the third quarter of 2014 was $(14.6) million compared with net earnings of $44.3 million reported in the same period one year ago. Non-GAAP net earnings for the third quarter of 2014 was $32.7 million compared with $50.9 million reported in the same period one year ago. |
" | Loss per diluted share for the third quarter of 2014 was $(0.17) compared with EPS of $0.52 per diluted share in the same period one year ago. |
" | Non-GAAP EPS for the third quarter of 2014 was $0.38 per diluted share, which includes a $0.02 per share expense from certain discrete tax effects, compared with $0.60 in the same period one year ago. |
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Fourth Quarter 2014 Outlook
The forward looking guidance for the quarter ending December 31, 2014, which has been compiled below, is based on our assumptions, and expected business trends and conditions:
" | Revenue: $280 million to $300 million |
" | Non-GAAP Gross Margin: 32 percent to 34 percent |
" | Adjusted EBIT Margin: 12 percent to 14 percent |
" | Non-GAAP EPS: $0.30 to $0.38 |
Q4 2014 GAAP results are expected to include approximately $3 million in stock based compensation, $10 million in amortization of intangibles, $5 million to $9 million in production transfer related costs, $2 million to $3 million in restructuring costs, and related tax effects on these items.
Webcast and Conference Call Information
Investors can listen to a live or replay webcast of the Companys 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.
Investors can also listen to the live 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 on October 27, 2014 through 11:59 p.m. Central time on November 3, 2014 at (855) 859-2056 (United States) or (404) 537-3406 (International). The access code is 21921679.
About Knowles:
Knowles Corporation (NYSE: KN) is a market leader and global supplier of advanced micro-acoustic solutions and specialty components serving the mobile communications, consumer electronics, medical technology, military, aerospace and industrial markets. Knowles has a leading position in micro-electro-mechanical systems microphones, speakers and receivers which are used in smartphones, tablets and mobile handsets. Knowles is also a leading manufacturer of transducers used in hearing aids and other medical devices and has a strong position in oscillators (timing devices) and capacitor components which enable various types of communication. Knowles focus on the customer, combined with unique technology, rigorous testing and global scale, helps to deliver innovative solutions and consistently dependable and precise products. Founded in 1946 and headquartered in Itasca, Illinois, Knowles has more than 11,000 employees in 36 locations around the world. For more information, visit www.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, project, expect, and similar expressions, among others, generally identify forward-looking statements. 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: the pace and success of achieving the cost savings from our announced restructurings; 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 related to the resumption of our production and shipments of the new microphone products referenced in this release; unexpected technological obsolescence and the emergence of new technologies; changes in macroeconomic conditions, both in the U.S. and internationally; our financial performance during and after the current economic conditions; foreign currency exchange rate fluctuations; our ability to maintain and improve costs, quality and delivery for our customers; our ability to qualify our products and facilities with customers; risks and costs inherent in litigation; our ability to obtain, protect, defend or monetize our intellectual property rights; whether our announced restructurings will adversely affect our cost structure; increases in the costs of critical raw materials and components; availability of raw materials and components; competition; anticipated growth for us and adoption of our technologies and solutions that may not occur; managing rapid growth; managing rapid declines in customer demand for certain of our products or solutions and other related customer challenges that may occur; our ability to successfully consummate acquisitions and divestitures; our obligations and risks under various transaction agreements that were executed as part of our spin-off from our former parent company, Dover Corporation; managing the integration of our businesses which were included in our recent spin-off from Dover Corporation; managing new product ramps and introductions for our customers; risks associated with international sales and operations; retaining key personnel;
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our dependence on a limited number of large customers; business and competitive factors generally affecting the advanced micro-acoustic solutions and specialty components industry, our customers and our business; 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, 2013, subsequent Reports on Forms 10-Q and 8-K and our other filings we make with the SEC. 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.
Supplemental Information
The financial results disclosed in this release include certain measures calculated and presented in accordance with GAAP. In addition to the GAAP results included in this press release, Knowles has presented supplemental, non-GAAP gross profit, operating expenses, earnings before interest and income taxes, adjusted earnings before interest and income taxes, net earnings, diluted earnings per share to facilitate evaluation of Knowles operating performance. These non-GAAP financial measures exclude certain amounts that are included in the most directly comparable GAAP measure. In addition, these non-GAAP financial measures 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 Board of Directors and executive management team focus 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 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.
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INVESTOR SUPPLEMENT - THIRD QUARTER 2014
KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions except share and per share amounts)
(unaudited)
Quarter Ended | ||||||||||||
September 30, 2014 | June 30, 2014 | September 30, 2013 | ||||||||||
Revenues | $ | 300.8 | $ | 281.0 | $ | 311.6 | ||||||
Cost of goods and services | 243.9 | 230.8 | 192.6 | |||||||||
Restructuring charges | 4.7 | 16.4 | 1.0 | |||||||||
Gross profit | 52.2 | 33.8 | 118.0 | |||||||||
Research and development expenses | 21.0 | 21.7 | 19.8 | |||||||||
Selling and administrative expenses | 46.5 | 52.0 | 45.3 | |||||||||
Restructuring charges | 1.1 | 4.3 | 1.0 | |||||||||
Operating expenses | 68.6 | 78.0 | 66.1 | |||||||||
Operating (loss) earnings | (16.4 | ) | (44.2 | ) | 51.9 | |||||||
Interest expense, net | 2.0 | 1.8 | 12.2 | |||||||||
Other (income) expense, net | (2.3 | ) | (0.2 | ) | 1.4 | |||||||
(Loss) earnings before income taxes | (16.1 | ) | (45.8 | ) | 38.3 | |||||||
(Benefit from) provision for income taxes | (1.5 | ) | 33.1 | (6.0 | ) | |||||||
Net (loss) earnings | $ | (14.6 | ) | $ | (78.9 | ) | $ | 44.3 | ||||
Basic (loss) earnings per share (1) | $ | (0.17 | ) | $ | (0.93 | ) | $ | 0.52 | ||||
Diluted (loss) earnings per share (1) | $ | (0.17 | ) | $ | (0.93 | ) | $ | 0.52 | ||||
Weighted average common shares outstanding: | ||||||||||||
Basic (1) | 85,047,991 | 85,042,334 | 85,019,159 | |||||||||
Diluted (1) | 85,047,991 | 85,042,334 | 85,019,159 | |||||||||
(1) On February 28, 2014, Dover shareholders of record as of the close of business on February 19, 2014 received one share of Knowles common stock for every two shares of Dover's common stock held as of the record date. The computation of basic and diluted earnings per common share for all periods through December 31, 2013 is calculated using the shares distributed on February 28, 2014.
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KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(in millions except share and per share amounts)
(unaudited)
Nine Months Ended | ||||||||
September 30, 2014 | September 30, 2013 | |||||||
Revenues | $ | 855.3 | $ | 884.5 | ||||
Cost of goods sold | 665.2 | 563.9 | ||||||
Restructuring charges | 21.1 | 6.8 | ||||||
Gross profit | 169.0 | 313.8 | ||||||
Research and development expenses | 62.0 | 62.0 | ||||||
Selling and administrative expenses | 150.8 | 141.2 | ||||||
Restructuring charges | 5.6 | 8.0 | ||||||
Operating expenses | 218.4 | 211.2 | ||||||
Operating (loss) earnings | (49.4 | ) | 102.6 | |||||
Interest expense, net | 4.5 | 36.2 | ||||||
Other (income) expense, net | (2.1 | ) | 0.2 | |||||
(Loss) earnings before income taxes | (51.8 | ) | 66.2 | |||||
Provision for (benefit from) income taxes | 34.1 | (6.6 | ) | |||||
Net (loss) earnings | $ | (85.9 | ) | $ | 72.8 | |||
Basic (loss) earnings per share (1) | $ | (1.01 | ) | $ | 0.86 | |||
Diluted (loss) earnings per share (1) | $ | (1.01 | ) | $ | 0.86 | |||
Weighted average common shares outstanding: | ||||||||
Basic (1) | 85,038,151 | 85,019,159 | ||||||
Diluted (1) | 85,038,151 | 85,019,159 | ||||||
(1) On February 28, 2014, Dover shareholders of record as of the close of business on February 19, 2014 received one share of Knowles common stock for every two shares of Dover's common stock held as of the record date. The computation of basic and diluted earnings per common share for all periods through December 31, 2013 is calculated using the shares distributed on February 28, 2014.
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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 | Nine Months Ended | |||||||||||||||
September 30, 2014 | June 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | ||||||||||||
Gross Profit | $ | 52.2 | $ | 33.8 | $ | 118.0 | $ | 169.0 | $ | 313.8 | ||||||
Stock-Based Compensation Expense | 0.2 | 0.3 | 0.5 | |||||||||||||
Fixed Asset and Related Inventory Charges | 13.9 | 25.8 | 0.3 | 40.5 | 0.8 | |||||||||||
Restructuring Charges | 4.7 | 16.4 | 1.0 | 21.1 | 6.8 | |||||||||||
Production Transfer Costs (2) | 8.4 | 5.8 | 2.7 | 19.3 | 5.1 | |||||||||||
Other (3) | 15.0 | 15.0 | (1.4 | ) | ||||||||||||
Non-GAAP Gross Profit | $ | 94.4 | $ | 82.1 | $ | 122.0 | $ | 265.4 | $ | 325.1 | ||||||
Non-GAAP Gross Profit as % of Revenues | 31.4 | % | 29.2 | % | 39.2 | % | 31.0 | % | 36.8 | % | ||||||
Research and Development Expenses | $ | 21.0 | $ | 21.7 | $ | 19.8 | $ | 62.0 | $ | 62.0 | ||||||
Stock-Based Compensation Expense | (0.2 | ) | (0.2 | ) | (0.4 | ) | ||||||||||
Non-GAAP Research and Development Expenses | $ | 20.8 | $ | 21.5 | $ | 19.8 | $ | 61.6 | $ | 62.0 | ||||||
Non-GAAP Research and Development Expenses as % of Revenues | 6.9 | % | 7.7 | % | 6.4 | % | 7.2 | % | 7.0 | % | ||||||
Selling and Administrative Expenses | $ | 46.5 | $ | 52.0 | $ | 45.3 | $ | 150.8 | $ | 141.2 | ||||||
Stock-Based Compensation Expense | (2.2 | ) | (1.9 | ) | (0.5 | ) | (5.6 | ) | (1.7 | ) | ||||||
Intangibles Amortization Expense | (10.6 | ) | (10.8 | ) | (11.5 | ) | (32.2 | ) | (35.5 | ) | ||||||
Production Transfer Costs (2) | (0.7 | ) | (0.1 | ) | ||||||||||||
Other | (2.3 | ) | ||||||||||||||
Non-GAAP Selling and Administrative Expenses | $ | 33.7 | $ | 39.3 | $ | 33.3 | $ | 110.0 | $ | 103.9 | ||||||
Non-GAAP Selling and Administrative Expenses as % of Revenues | 11.2 | % | 14.0 | % | 10.7 | % | 12.9 | % | 11.7 | % | ||||||
Operating Expenses | $ | 68.6 | $ | 78.0 | $ | 66.1 | $ | 218.4 | $ | 211.2 | ||||||
Stock-Based Compensation Expense | (2.4 | ) | (2.1 | ) | (0.5 | ) | (6.0 | ) | (1.7 | ) | ||||||
Intangibles Amortization Expense | (10.6 | ) | (10.8 | ) | (11.5 | ) | (32.2 | ) | (35.5 | ) | ||||||
Restructuring Charges | (1.1 | ) | (4.3 | ) | (1.0 | ) | (5.6 | ) | (8.0 | ) | ||||||
Production Transfer Costs (2) | (0.7 | ) | (0.1 | ) | ||||||||||||
Other | (2.3 | ) | ||||||||||||||
Non-GAAP Operating Expenses | $ | 54.5 | $ | 60.8 | $ | 53.1 | $ | 171.6 | $ | 165.9 | ||||||
Non-GAAP Operating Expenses as % of Revenues | 18.1 | % | 21.6 | % | 17.0 | % | 20.1 | % | 18.8 | % | ||||||
Net (Loss) Earnings | $ | (14.6 | ) | $ | (78.9 | ) | $ | 44.3 | $ | (85.9 | ) | $ | 72.8 | |||
Interest Expense, net | 2.0 | 1.8 | 12.2 | 4.5 | 36.2 | |||||||||||
(Benefit from) Provision for Income Taxes | (1.5 | ) | 33.1 | (6.0 | ) | 34.1 | (6.6 | ) | ||||||||
(Loss) Earnings Before Interest and Income Taxes | (14.1 | ) | (44.0 | ) | 50.5 | (47.3 | ) | 102.4 | ||||||||
Stock-Based Compensation Expense | 2.6 | 2.4 | 0.5 | 6.5 | 1.7 | |||||||||||
Intangibles Amortization Expense | 10.6 | 10.8 | 11.5 | 32.2 | 35.5 | |||||||||||
Fixed Asset and Related Inventory Charges | 13.9 | 25.8 | 0.3 | 40.5 | 0.8 | |||||||||||
Restructuring Charges | 5.8 | 20.7 | 2.0 | 26.7 | 14.8 | |||||||||||
Production Transfer Costs (2) | 8.4 | 5.8 | 2.7 | 20.0 | 5.2 | |||||||||||
Other (3) | 15.0 | 17.3 | (1.4 | ) | ||||||||||||
Adjusted Earnings Before Interest and Income Taxes | $ | 42.2 | $ | 21.5 | $ | 67.5 | $ | 95.9 | $ | 159.0 | ||||||
Adjusted Earnings Before Interest and Income Taxes as % of Revenues | 14.0 | % | 7.7 | % | 21.7 | % | 11.2 | % | 18.0 | % | ||||||
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Quarter Ended | Nine Months Ended | |||||||||||||||
September 30, 2014 | June 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | ||||||||||||
Net (Loss) Earnings | $ | (14.6 | ) | $ | (78.9 | ) | $ | 44.3 | $ | (85.9 | ) | $ | 72.8 | |||
Non-GAAP Net Earnings Reconciling Adjustments | 56.3 | 65.5 | 17.0 | 143.2 | 56.6 | |||||||||||
Income Tax Effects of Non-GAAP Reconciling Adjustments | (9.0 | ) | 35.6 | (10.4 | ) | 25.2 | (16.5 | ) | ||||||||
Non-GAAP Net Earnings | $ | 32.7 | $ | 22.2 | $ | 50.9 | $ | 82.5 | $ | 112.9 | ||||||
Non-GAAP Net Earnings as % of Revenues | 10.9 | % | 7.9 | % | 16.3 | % | 9.6 | % | 12.8 | % | ||||||
(Benefit from) Provision for Income Taxes | $ | (1.5 | ) | $ | 33.1 | $ | (6.0 | ) | $ | 34.1 | $ | (6.6 | ) | |||
Income Tax Effects of Non-GAAP Reconciling Adjustments | (9.0 | ) | 35.6 | (10.4 | ) | 25.2 | (16.5 | ) | ||||||||
Non-GAAP Provision for (Benefit from) Income Taxes | $ | 7.5 | $ | (2.5 | ) | $ | 4.4 | $ | 8.9 | $ | 9.9 | |||||
Non-GAAP Diluted Earnings per Share�(4) | $ | 0.38 | $ | 0.26 | $ | 0.60 | $ | 0.96 | $ | 1.33 | ||||||
Diluted Average Shares Outstanding (4) | 85,047,991 | 85,042,334 | 85,019,159 | 85,038,151 | 85,019,159 | |||||||||||
Non-GAAP Adjustment (5) | 777,283 | 755,153 | 588,269 | |||||||||||||
Non-GAAP Diluted Average Shares Outstanding (4) (5) | 85,825,274 | 85,797,487 | 85,019,159 | 85,626,420 | 85,019,159 | |||||||||||
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 Board of Directors and executive management team focus 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 one-time and duplicate costs incurred to migrate manufacturing to new or existing facilities in Asia. These amounts are included in the corresponding Gross Profit, Research and Development Expenses, Selling and Administrative Expenses, Operating Expenses and Earnings Before Interest and Income Taxes for each period presented.
(3) In the third quarter of 2014, Other represents a charge related to the resolution of customer claims for products no longer produced.
(4) On February 28, 2014, Dover shareholders of record as of the close of business on February 19, 2014 received one share of Knowles common stock for every two shares of Dover's common stock held as of the record date. The computation diluted earnings per common share for all periods through December 31, 2013 is calculated using the shares distributed on February 28, 2014.
(5) 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.
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KNOWLES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except for share and per share amounts)
� | September�30, 2014 | December�31, 2013 | |||||
(unaudited) | |||||||
Current assets: | � | � | |||||
Cash and cash equivalents | $ | 34.3 | $ | 105.6 | |||
Receivables, net of allowances of $0.8 and $1.7 | 216.9 | 224.6 | |||||
Inventories, net | 161.2 | 149.2 | |||||
Prepaid and other current assets | 16.1 | 11.8 | |||||
Deferred tax assets | 6.6 | 10.7 | |||||
Total current assets | 435.1 | 501.9 | |||||
Property, plant and equipment, net | 321.2 | 361.0 | |||||
Goodwill | 932.4 | 961.9 | |||||
Intangible assets, net | 286.8 | 318.3 | |||||
Other assets and deferred charges | 36.0 | 27.1 | |||||
Total assets | $ | 2,011.5 | $ | 2,170.2 | |||
Current liabilities: | � | � | |||||
Current maturities of long-term debt | $ | 11.3 | $ | ||||
Accounts payable | 168.4 | 143.8 | |||||
Accrued compensation and employee benefits | 38.9 | 40.9 | |||||
Other accrued expenses | 36.4 | 25.2 | |||||
Federal and other taxes on income | 13.2 | ||||||
Total current liabilities | 268.2 | 209.9 | |||||
Long-term debt | 388.8 | ||||||
Deferred income taxes | 53.1 | 45.9 | |||||
Other liabilities | 30.2 | 27.1 | |||||
Commitments and contingencies | |||||||
Equity: | � | � | |||||
Net Parent Company Investment in Knowles Corporation, prior to Separation | 1,850.8 | ||||||
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; 85,040,539 shares issued at September 30, 2014 | 0.9 | ||||||
Additional paid-in capital | 1,369.3 | ||||||
Accumulated deficit | (82.9 | ) | |||||
Accumulated other comprehensive (loss) earnings | (16.1 | ) | 36.5 | ||||
Total stockholders' equity | 1,271.2 | 36.5 | |||||
Total equity | 1,271.2 | 1,887.3 | |||||
Total liabilities and equity | $ | 2,011.5 | $ | 2,170.2 | |||
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Q3 14 Supplemental Information October 27, 2014
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Non-GAAP Disclaimer The financial results disclosed in this presentation include certain measures calculated and presented in accordance with GAAP. In addition to the GAAP results included in this presentation, Knowles has presented supplemental, non-GAAP gross profit, earnings before interest and income taxes, adjusted earnings before interest and income taxes and non-GAAP diluted earnings per share to facilitate evaluation of Knowles operating performance. These non-GAAP financial measures exclude certain amounts that are included in the most directly comparable GAAP measure. In addition, these non-GAAP financial measures 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 Board of Directors and executive management team focus 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 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 tables included in the third quarter 2014 earnings release. 2
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Q3 14 Financial Results Quarter over year ago period Q3FY14 Q3FY13 Revenue $300.8 million $311.6 million Gross Profit $52.2 million $118.0 million Non-GAAP Gross Profit $94.4 million $122.0 million (Loss) Earnings Before Interest and Income Taxes $(14.1) million $50.5 million Adjusted Earnings Before Interest and Income Taxes $42.2 million $67.5 million Diluted (loss) earnings per share $(0.17) $0.52 Non-GAAP Diluted earnings per share $0.38 $0.60 3
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$311.6 $330.3 $273.4 $281.0 $300.8 $0 $60 $120 $180 $240 $300 $360 Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 Revenue $ M il li o n s 4
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Adjusted EBIT $ Mi ll io n s $67.5 $63.2 $32.1 $21.5 $42.2 $0 $20 $40 $60 $80 Q3FY13 Q4FY13 Q1FY14 Q2FY14 Q3FY14 5
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Revenue by Segment (% of revenue) Mobile Consumer 64% Specialty Components 36% Q3 2014 Q3 2013 Mobile Consumer 61% Specialty Components 39% 6
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Q4 14 Projections (non-GAAP)* 7 Q4FY14E Revenue $280 million - $300 million Gross Margin 32 percent - 34 percent Adjusted EBIT Margin 12 percent 14 percent EPS (diluted) $0.30 - $0.38 Shares Outstanding (diluted) 85.7 million *Projections as of 10/27/14; Q4 2014 GAAP results are expected to include approximately $3 million in stock based compensation, $10 million in amortization of intangibles, $5 million to $9 million in production transfer related costs, $2 million to $3 million in restructuring costs, and related tax effects on these items.
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Historical Segment Data 8 (in $ millions) Mobile Consumer Electronics Specialty Components Corporate Quarter Ended Quarter Ended Quarter Ended September 30, 2014 June 30, 2014 March 31, 2014 December 31, 2013 September 30, 2013 September 30, 2014 June 30, 2014 March 31, 2014 December 31, 2013 September 30, 2013 Revenues 182.5$ 166.7$ 164.0$ 217.9$ 199.8$ 118.3$ 114.3$ 109.4$ 112.4$ 111.8$ Gross Profit 10.6$ (4.8)$ 41.9$ 72.1$ 72.4$ 41.6$ 38.5$ 41.3$ 41.5$ 44.7$ Stock-Based Compensation Expense - - - - - 0.1 0.1 - - - Fixed Asset and Related Inventory Charges 13.9 25.8 0.8 6.0 0.4 - - - - - Restructuring Charges 1.5 13.5 - - 0.3 3.2 2.9 - 1.0 0.7 Production Transfers Costs 5.4 2.4 1.7 1.4 0.9 3.0 3.4 3.4 2.4 1.8 Other 15.0 - - - - - - - - - Non-GAAP Gross Profit 46.4$ 36.9$ 44.4$ 79.5$ 74.0$ 47.9$ 44.9$ 44.7$ 44.9$ 47.2$ Non-GAAP Gross Profit as % of Revenues 25.4% 22.1% 27.1% 36.5% 37.0% 40.5% 39.3% 40.9% 39.9% 42.2% Research and Development Expenses 14.1$ 14.4$ 12.3$ 13.9$ 12.3$ 6.9$ 7.3$ 6.9$ 6.7$ 7.5$ Stock-Based Compensation Expense (0.2) (0.1) - - - - (0.1) - - - Non-GAAP Research and Development Expenses 13.9$ 14.3$ 12.3$ 13.9$ 12.3$ 6.9$ 7.2$ 6.9$ 6.7$ 7.5$ Non-GAAP Research and Development Expenses as % of Revenues 7.6% 8.6% 7.5% 6.4% 6.2% 5.8% 6.3% 6.3% 6.0% 6.7% Selling and Administrative Expenses 18.4$ 23.8$ 23.2$ 21.8$ 21.0$ 16.4$ 15.7$ 17.5$ 16.8$ 15.0$ Stock-Based Compensation Expense (0.4) (0.4) (0.2) - (0.1) (0.4) (0.3) (0.2) - (0.2) Intangibles Amortization Expense (7.7) (8.0) (7.6) (7.6) (8.0) (2.9) (2.7) (3.1) (2.9) (3.5) Production Transfers Costs - - - - - - - (0.7) (0.1) (0.1) Other - - - - - - - - - - Non-GAAP Selling and Administrative Expenses 10.3$ 15.4$ 15.4$ 14.2$ 12.9$ 13.1$ 12.7$ 13.5$ 13.8$ 11.2$ Non-GAAP Selling and Administrative Expenses as % of Revenues 5.6% 9.2% 9.4% 6.5% 6.5% 11.1% 11.1% 12.3% 12.3% 10.0% Operating Expenses 33.6$ 42.8$ 35.5$ 35.7$ 33.4$ 23.3$ 22.7$ 24.6$ 23.9$ 23.4$ Stock-Based Compensation Expense (0.6) (0.5) (0.2) - (0.1) (0.4) (0.4) (0.2) - (0.2) Intangibles Amortization Expense (7.7) (8.0) (7.6) (7.6) (8.0) (2.9) (2.7) (3.1) (2.9) (3.5) Restructuring Charges (1.1) (4.6) - - (0.1) - 0.3 (0.2) (0.4) (0.9) Production Transfers Costs - - - - - - - (0.7) (0.1) (0.1) Other - - - - - - - - - - Non-GAAP Operating Expenses 24.2$ 29.7$ 27.7$ 28.1$ 25.2$ 20.0$ 19.9$ 20.4$ 20.5$ 18.7$ Non-GAAP Operating Expenses as % of Revenues 13.3% 17.8% 16.9% 12.9% 12.6% 16.9% 17.4% 18.6% 18.2% 16.7% Operating (Loss) Earnings (23.0)$ (47.6)$ 6.4$ 36.4$ 39.0$ 18.3$ 15.8$ 16.7$ 17.6$ 21.3$ Other (Income) Expense, net (1.3) (0.1) (0.4) (0.1) 0.8 (2.2) 1.0 1.0 0.3 0.3 (Loss) Earnings Before Interest and Income Taxes (21.7) (47.5) 6.8 36.5 38.2 20.5 14.8 15.7 17.3 21.0 Stock-Based Compensation Expense 0.6 0.5 0.2 - 0.1 0.5 0.5 0.2 - 0.2 Intangibles Amortization Expense 7.7 8.0 7.6 7.6 8.0 2.9 2.7 3.1 2.9 3.5 Fixed Asset and Related Inventory Charges 13.9 25.8 0.8 6.0 0.4 - - - - - Restructuring Charges 2.6 18.1 - - 0.4 3.2 2.6 0.2 1.4 1.6 Production Transfers Costs 5.4 2.4 1.7 1.4 0.9 3.0 3.4 4.1 2.5 1.9 Other 15.0 - - - - - - - - - Adjusted Earnings Before Interest and Income Taxes 23.5$ 7.3$ 17.1$ 51.5$ 48.0$ 30.1$ 24.0$ 23.3$ 24.1$ 28.2$ Adjusted Earnings Before Interest and Income Taxes as % of Revenues 12.9% 4.4% 10.4% 23.6% 24.0% 25.4% 21.0% 21.3% 21.4% 25.2%
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Reconciliation of Segment EBIT to Consolidated Net Earnings 9 (in $ millions) Quarter Ended September 30, 2014 June 30, 2014 March 31, 2014 December 31, 2013 September 30, 2013 (Loss) earnings before interest and income taxes Mobile Consumer Electronics (21.7)$ (47.5)$ 6.8$ 36.5$ 38.2$ Specialty Components 20.5 14.8 15.7 17.3 21.0 Total segments (1.2) (32.7) 22.5 53.8 59.2 Corporate expense / other 12.9 11.3 11.7 12.7 8.7 Interest expense, net 2.0 1.8 0.7 5.8 12.2 (Loss) earnings before income taxes (16.1) (45.8) 10.1 35.3 38.3 (Benefit from) provision for income taxes (1.5) 33.1 2.5 2.3 (6.0) Net (loss) earnings (14.6)$ (78.9)$ 7.6$ 33.0$ 44.3$
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