kn-20220331

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36102

Knowles Corporation

(Exact name of registrant as specified in its charter)


Delaware			90-1002689
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1151 Maplewood Drive, Itasca, IL

(Address of Principal Executive Offices)

60143

(Zip Code)

(630) 250-5100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $0.01 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

The number of shares outstanding of the registrant’s common stock as of April 26, 2022 was 91,754,530.

Table of Contents

Knowles Corporation

Form 10-Q

Table of Contents


		Page
PART I — FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Consolidated Statements of Earnings (unaudited) for the three months ended March 3 1 , 202 2 and 202 1	1
	Consolidated Statements of Comprehensive Earnings (unaudited) for the three months ended March 3 1 , 202 2 and 20 21	2
	Consolidated Balance Sheets (unaudited) at March 3 1 , 202 2 and December 31, 20 21	3
	Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended March 3 1 , 202 2 and 20 21	4
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 3 1 , 202 2 and 20 21	5
	Notes to Consolidated Financial Statements (unaudited)	6
Forward-Looking Statements		18
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II — OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30


Item 6.	Exhibits	30
SIGNATURES		31

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

KNOWLES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(in millions, except per share amounts)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Revenues	$	201.4	$	201.0
Cost of goods sold	118.1		123.0


Gross profit	83.3		78.0
Research and development expenses	23.1		23.3
Selling and administrative expenses	32.3		36.2

Restructuring charges	6.6		0.2
Operating expenses	62.0		59.7
Operating earnings	21.3		18.3
Interest expense, net	0.8		4.0
Other income, net	(0.5)		(0.9)
Earnings before income taxes	21.0		15.2
Provision for income taxes	2.9		2.7


Net earnings	$	18.1	$	12.5









Net earnings per share:
Basic	$	0.20	$	0.14
Diluted	$	0.19	$	0.13

Weighted-average common shares outstanding:
Basic	92.3		92.3
Diluted	94.3		95.0

See accompanying Notes to Consolidated Financial Statements

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KNOWLES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(in millions)

(unaudited)


	Three Months Ended March 31,
	2022		2021
Net earnings	$	18.1	$	12.5

Other comprehensive loss, net of tax



Foreign currency translation	(2.2)		(3.6)

Employee benefit plans:

SEC Form 10-Q filed by Knowles Corporation