kn-20250331

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, 2025.

☐ 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 25, 2025 was 86,975,035.

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 5 and 202 4	1
	Consolidated Statements of Comprehensive Earnings (unaudited) for the three months ended March 3 1 , 202 5 and 202 4	2
	Consolidated Balance Sheets (unaudited) at March 3 1 , 202 5 and December 31, 202 4	3
	Consolidated Statements of Stockholders' Equity (unaudited) for the three months ended March 3 1 , 202 5 and 202 4	4
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 3 1 , 202 5 and 202 4	5
	Notes to Consolidated Financial Statements (unaudited)	6
Forward-Looking Statements		21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

PART II — OTHER INFORMATION		33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34


Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36

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,
	2025		2024
Revenues	$	132.2	$	133.3
Cost of goods sold	78.4		79.1


Restructuring charges - cost of goods sold	0.5		1.0
Gross profit	53.3		53.2
Research and development expenses	9.7		9.4
Selling and administrative expenses	37.2		37.3

Restructuring charges	2.4		1.5
Operating expenses	49.3		48.2
Operating earnings	4.0		5.0
Interest expense, net	2.7		4.4
Other expense (income), net	0.5		(0.4)

Earnings before income taxes and discontinued operations	0.8		1.0
Provision for income taxes	1.2		2.0
Loss from continuing operations	(0.4)		(1.0)
(Loss) earnings from discontinued operations, net	(1.6)		3.5
Net (loss) earnings	$	(2.0)	$	2.5

Loss per share from continuing operations:
Basic	$	—	$	(0.01)
Diluted	$	—	$	(0.01)

(Loss) earnings per share from discontinued operations:
Basic	$	(0.02)	$	0.04
Diluted	$	(0.02)	$	0.04

Net (loss) earnings per share:
Basic	$	(0.02)	$	0.03
Diluted	$	(0.02)	$	0.03

Weighted-average common shares outstanding:
Basic	87.8		89.6
Diluted	87.8		89.6

See accompanying Notes to Consolidated Financial Statements

Table of Contents

KNOWLES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(in millions)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Net (loss) earnings	$	(2.0)	$	2.5

Other comprehensive earnings (loss), net of tax



Foreign currency translation	0.9		(3.4)

Employee benefit plans:


Amortization or settlement of actuarial losses and prior service costs	—		0.1
Net change in employee benefit plans	—		0.1

Changes in fair value of cash flow hedges:
Unrealized net gains (losses) arising during period	1.0		(1.3)
Net losses reclassified into earnings	0.8		1.0
Total cash flow hedges	1.8		(0.3)

Other comprehensive earnings (loss), net of tax	2.7		(3.6)

Comprehensive earnings (loss)	$	0.7	$	(1.1)

See accompanying Notes to Consolidated Financial Statements

Table of Contents

KNOWLES CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share amounts)

(unaudited)


	March 31, 2025		December 31, 2024
Current assets:
Cash and cash equivalents	$	101.9	$	130.1

Receivables, net of allowances of $0.1	106.9		105.0
Inventories	120.0		118.0
Prepaid and other current assets	9.1		8.3


Total current assets	337.9		361.4
Property, plant, and equipment, net	129.0		130.1
Goodwill	269.8		269.8
Intangible assets, net	153.4		157.4
Operating lease right-of-use assets	19.8		8.6
Investment in affiliate	77.2		77.2
Other assets and deferred charges	110.0		113.7

Total assets	$	1,097.1	$	1,118.2

Current liabilities:
Current maturities of long-term debt	$	69.8	$	68.5
Accounts payable	39.6		58.5
Accrued compensation and employee benefits	18.3		29.4
Operating lease liabilities	3.7		3.9
Other accrued expenses	35.1		33.6
Federal and other taxes on income	1.1		3.7

Total current liabilities	167.6		197.6

Long-term debt	119.0		134.0
Deferred income taxes	1.1		1.1
Long-term operating lease liabilities	17.3		5.8
Other liabilities	36.3		23.7

Commitments and contingencies (Note 13)
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; 99,171,097 and 87,677,800 shares issued and outstanding at March 31, 2025, respectively, and 98,551,188 and 87,358,659 shares issued and outstanding at December 31, 2024, respectively	1.0		1.0
Treasury stock - at cost; 11,493,297 and 11,192,529 shares at March 31, 2025 and December 31, 2024, respectively	(210.2)		(205.2)
Additional paid-in capital	1,716.0		1,711.9
Accumulated deficit	(615.6)		(613.6)
Accumulated other comprehensive loss	(135.4)		(138.1)

Total stockholders' equity	755.8		756.0

Total liabilities and stockholders' equity	$	1,097.1	$	1,118.2

See accompanying Notes to Consolidated Financial Statements

Table of Contents

KNOWLES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except share amounts)

(unaudited)


	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares Issued	Amount		Shares	Amount
Balance at December 31, 2024	98,551,188	$	1.0	(11,192,529)	$	(205.2)	$	1,711.9	$	(613.6)	$	(138.1)	$	756.0
Net earnings	—	—		—	—		—		(2.0)		—		(2.0)
Other comprehensive earnings, net of tax	—	—		—	—		—		—		2.7		2.7
Repurchase of common stock	—	—		(300,768)	(5.0)		—		—		—		(5.0)

Stock-based compensation expense	—	—		—	—		10.2		—		—		10.2
Exercise of stock options	43,211

SEC Form 10-Q filed by Knowles Corporation