株探米国株
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エドガーで原本を確認する
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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 June 30, 2023.


or

☐ 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 KN 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 July 31, 2023 was 91,144,116.


Table of Contents
Knowles Corporation
Form 10-Q
Table of Contents
Page


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 June 30, Six Months Ended June 30,
  2023 2022 2023 2022
Revenues $ 173.0  $ 188.0  $ 317.3  $ 389.4 
Cost of goods sold 105.8  110.3  196.2  228.4 
Gain on sale of fixed assets (4.8) —  (4.8) — 
Restructuring charges - cost of goods sold (1.7) —  (1.6) — 
Gross profit 73.7  77.7  127.5  161.0 
Research and development expenses 19.7  21.3  39.7  44.4 
Selling and administrative expenses 36.5  30.7  70.3  63.0 
Impairment charges —  239.8  —  239.8 
Restructuring charges 0.6  0.5  1.6  7.1 
Operating expenses 56.8  292.3  111.6  354.3 
Operating earnings (loss) 16.9  (214.6) 15.9  (193.3)
Interest expense, net 0.8  0.8  1.6  1.6 
Other (income) expense, net (1.3) 1.7  1.0  1.2 
Earnings (loss) before income taxes 17.4  (217.1) 13.3  (196.1)
Provision for income taxes 3.8  25.8  4.9  28.7 
Net earnings (loss) $ 13.6  $ (242.9) $ 8.4  $ (224.8)
Net earnings (loss) per share:
Basic $ 0.15  $ (2.64) $ 0.09  $ (2.44)
Diluted $ 0.15  $ (2.64) $ 0.09  $ (2.44)
Weighted-average common shares outstanding:
Basic 91.4  92.0  91.4  92.2 
Diluted 91.8  92.0  92.1  92.2 

See accompanying Notes to Consolidated Financial Statements
1
Table of Contents

KNOWLES CORPORATION 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(in millions)
(unaudited)
  Three Months Ended June 30, Six Months Ended June 30,
  2023 2022 2023 2022
Net earnings (loss) $ 13.6  $ (242.9) $ 8.4  $ (224.8)
Other comprehensive loss, net of tax
Foreign currency translation (13.3) (15.6) (9.7) (17.8)
Employee benefit plans:
Amortization or settlement of actuarial losses and prior service costs
 0.2  (0.1) 0.4  — 
Net change in employee benefit plans 0.2  (0.1) 0.4  — 
Changes in fair value of cash flow hedges:
Unrealized net losses arising during period
 (4.0) (3.1) (3.9) (3.1)
Net losses reclassified into earnings 0.4  0.9  0.5  0.6 
Total cash flow hedges (3.6) (2.2) (3.4) (2.5)
Other comprehensive loss, net of tax (16.7) (17.9) (12.7) (20.3)
Comprehensive loss $ (3.1) $ (260.8) $ (4.3) $ (245.1)

See accompanying Notes to Consolidated Financial Statements

2
Table of Contents

KNOWLES CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
(unaudited)
  June 30, 2023 December 31, 2022
Current assets:    
Cash and cash equivalents $ 54.4  $ 48.2 
Receivables, net of allowances of $0.4 and $1.1
 118.0  134.7 
Inventories, net 191.9  169.5 
Prepaid and other current assets 11.6  10.0 
Total current assets 375.9  362.4 
Property, plant, and equipment, net 149.9  161.8 
Goodwill 471.0  471.0 
Intangible assets, net 79.3  85.1 
Operating lease right-of-use assets 11.5  12.6 
Other assets and deferred charges 88.4  91.0 
Total assets $ 1,176.0  $ 1,183.9 
Current liabilities:    
Accounts payable $ 48.5  $ 41.4 
Accrued compensation and employee benefits 23.9  26.9 
Operating lease liabilities 6.1  8.4 
Other accrued expenses 29.9  19.9 
Federal and other taxes on income —  2.5 
Total current liabilities 108.4  99.1 
Long-term debt 45.0  45.0 
Deferred income taxes 0.9  0.9 
Long-term operating lease liabilities 6.3  7.2 
Other liabilities 28.9  38.8 
Commitments and contingencies (Note 14)
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; 97,228,853 and 91,142,187 shares issued and outstanding at June 30, 2023, respectively, and 96,431,604 and 91,078,376 shares issued and outstanding at December 31, 2022, respectively
 1.0  1.0 
Treasury stock - at cost; 6,086,666 and 5,353,228 shares at June 30, 2023 and December 31, 2022, respectively
 (115.8) (103.3)
Additional paid-in capital 1,675.9  1,665.5 
Accumulated deficit (439.8) (448.2)
Accumulated other comprehensive loss (134.8) (122.1)
Total stockholders' equity 986.5  992.9 
Total liabilities and stockholders' equity $ 1,176.0  $ 1,183.9 

See accompanying Notes to Consolidated Financial Statements


3
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 March 31, 2023 97,146,487 $ 1.0  (5,786,987) $ (110.8) $ 1,668.7  $ (453.4) $ (118.1) $ 987.4 
Net earnings — —  — —  —  13.6  —  13.6 
Other comprehensive loss, net of tax — —  — —  —  —  (16.7) (16.7)
Repurchase of common stock — —  (299,679) (5.0) —  —  —  (5.0)
Stock-based compensation expense — —  — —  7.1  —  —  7.1 
Exercise of stock options 10,505 —  — —  0.2  —  —  0.2 
Restricted stock unit settlement, net of tax 71,861 —  — —  (0.1) —  —  (0.1)
Balance at June 30, 2023 97,228,853  $ 1.0  (6,086,666) $ (115.8) $ 1,675.9  $ (439.8) $ (134.8) $ 986.5 
Common Stock Treasury Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity
Shares Issued Amount Shares Amount
Balance at March 31, 2022 96,018,208 $ 1.0  (3,327,578) $ (66.1) $ 1,642.0  $ —  $ (102.8) $ 1,474.1 
Net loss — —  — —  —  (242.9) —  (242.9)
Other comprehensive loss, net of tax — —  — —  —  —  (17.9) (17.9)
Repurchase of common stock — —  (936,100) (18.6) —  —  —  (18.6)
Stock-based compensation expense — —  — —  7.2  —  —  7.2 
Exercise of stock options 167,191 —  — —  1.8  —  —  1.8 
Restricted and performance stock unit settlement, net of tax 69,242 —  — —  (0.1) —  —  (0.1)
Balance at June 30, 2022 96,254,641  $ 1.0  (4,263,678) $ (84.7) $ 1,650.9  $ (242.9) $ (120.7) $ 1,203.6 

See accompanying Notes to Consolidated Financial Statements

4
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, 2022 96,431,604 $ 1.0  (5,353,228) $ (103.3) $ 1,665.5  $ (448.2) $ (122.1) $ 992.9 
Net earnings — —  — —  —  8.4  —  8.4 
Other comprehensive loss, net of tax — —  — —  —  —  (12.7) (12.7)
Repurchase of common stock — —  (733,438) (12.5) —  —  —  (12.5)
Stock-based compensation expense — —  — —  14.9  —  —  14.9 
Exercise of stock options 193,241 —  — —  1.6  —  —  1.6 
Restricted and performance stock unit settlement, net of tax 604,008 —  — —  (6.1) —  —  (6.1)
Balance at June 30, 2023 97,228,853  $ 1.0  (6,086,666) $ (115.8) $ 1,675.9  $ (439.8) $ (134.8) $ 986.5 
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, 2021 95,112,778 $ 1.0  (3,217,798) $ (62.4) $ 1,639.4  $ (18.1) $ (100.4) $ 1,459.5 
Net loss — —  — —  —  (224.8) —  (224.8)
Other comprehensive loss, net of tax — —  — —  —  —  (20.3) (20.3)
Repurchase of common stock — —  (1,249,495) (25.4) —  —  —  (25.4)
Stock-based compensation expense — —  — —  14.8  —  —  14.8 
Exercise of stock options 499,527 —  — —  6.0  —  —  6.0 
Exercise of warrants — —  203,615 3.1  (3.1) —  —  — 
Restricted and performance stock unit settlement, net of tax 642,336 —  — —  (6.2) —  —  (6.2)
Balance at June 30, 2022 96,254,641  $ 1.0  (4,263,678) $ (84.7) $ 1,650.9  $ (242.9) $ (120.7) $ 1,203.6 


See accompanying Notes to Consolidated Financial Statements
5
Table of Contents

KNOWLES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
  Six Months Ended June 30,
2023 2022
Operating Activities    
Net earnings (loss) $ 8.4  $ (224.8)
Adjustments to reconcile net earnings (loss) to cash from operating activities:
Depreciation and amortization 23.2  28.8 
Stock-based compensation 14.9  14.8 
Impairment charges —  239.8 
Gain on sale of fixed assets (4.8) — 
Non-cash restructuring charges (1.7) — 
Non-cash interest expense and amortization of debt issuance costs 0.4  0.3 
Deferred income taxes 3.7  2.1 
Other, net (2.8) (3.9)
Changes in assets and liabilities (excluding effects of foreign exchange):
Receivables, net 16.9  18.0 
Inventories, net (26.8) (40.2)
Prepaid and other current assets (2.4) (3.4)
Accounts payable 7.3  (24.1)
Accrued compensation and employee benefits (2.7) (17.6)
Other accrued expenses 0.5  3.0 
Accrued taxes (2.6) 25.0 
Other non-current assets and non-current liabilities (9.1) 2.6 
Net cash provided by operating activities 22.4  20.4 
Investing Activities    
Proceeds from the sale of property, plant, and equipment 12.1  — 
Capital expenditures (7.9) (13.9)
Acquisitions of business (net of cash acquired) —  (0.7)
Purchase of investments (0.4) — 
Proceeds from the sale of investments 0.4  — 
Net cash provided by (used in) investing activities 4.2  (14.6)
Financing Activities    
Payments under revolving credit facility —  (15.0)
Borrowings under revolving credit facility —  18.0 
Repurchase of common stock (12.5) (25.4)
Tax on stock option exercises and restricted and performance stock unit vesting (6.1) (6.2)
Payments of finance lease obligations (1.2) (3.6)
Payments of debt issuance costs (1.9) — 
Proceeds from exercise of stock options 1.6  6.0 
Net cash used in financing activities (20.1) (26.2)
Effect of exchange rate changes on cash and cash equivalents (0.3) (0.8)
Net increase (decrease) in cash and cash equivalents 6.2  (21.2)
Cash and cash equivalents at beginning of period 48.2  68.9 
Cash and cash equivalents at end of period $ 54.4  $ 47.7 
Supplemental information - cash paid for:
Income taxes $ 7.0  $ 0.7 
Interest $ 1.8  $ 1.4 
    
See accompanying Notes to Consolidated Financial Statements
6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Basis of Presentation

Background - Knowles Corporation (NYSE:KN) is a market leader and global provider of advanced micro-acoustic microphones and balanced armature speakers, audio solutions, and high performance capacitors and radio frequency ("RF") products, serving the consumer electronics, medtech, defense, electric vehicle, industrial, and communications markets. The Company uses its leading position in SiSonicTM micro-electro-mechanical systems ("MEMS") microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience across consumer applications. Knowles is also a leader in hearing health acoustics, high performance capacitors, and RF solutions for a diverse set of markets. The Company's focus on the customer, combined with its unique technology, proprietary manufacturing techniques, and global operational expertise, enable the Company to deliver innovative solutions across multiple applications. References to "Knowles," "the Company," "we," "our," and "us" refer to Knowles Corporation and its consolidated subsidiaries.

Financial Statement Presentation - The accompanying unaudited interim Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“GAAP” or “U.S. GAAP”) for complete financial statements. These unaudited interim Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Management uses historical experience and all available information to make these estimates. The unaudited interim Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods.

Share Repurchase Program - On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100 million of the Company's common stock. On April 28, 2022, the Company announced that its Board of Directors had increased the authorization by up to $150 million in additional aggregate value. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. The actual timing, number, and share price of shares repurchased will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements. Any shares repurchased will be held as treasury stock. During the six months ended June 30, 2023 and 2022, the Company repurchased 733,438 shares and 1,249,495 shares of common stock, respectively, for a total of $12.5 million and $25.4 million, respectively.

Non-cash Investing Activities - Purchases of property, plant, and equipment included in accounts payable at June 30, 2023 and 2022 were $1.8 million and $5.3 million, respectively. These non-cash amounts are not reflected as "Capital expenditures" within Investing Activities on the Consolidated Statements of Cash Flows for the respective periods.

2. Recent Accounting Standards

There are no recently issued or adopted accounting standards that impact the Consolidated Financial Statements of the Company as of June 30, 2023.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. Acquisition

On May 3, 2021, the Company acquired all of the outstanding shares of common stock of Integrated Microwave Corporation ("IMC") for $81.4 million. During the first quarter of 2022, the Company recorded a purchase price adjustment of $0.7 million that was paid during the second quarter of 2022. The adjustment, which did not impact the Consolidated Statements of Earnings, resulted in an increase to goodwill of $0.7 million. The acquired business provides RF filters to the defense, industrial, and communications markets. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the Consolidated Financial Statements from the date of acquisition in the Precision Devices ("PD") segment.

4. Impairment Charges

The Company tests goodwill for impairment at least annually as of October 1, or more frequently if there are events or circumstances indicating the carrying value of individual reporting units may exceed their respective fair values on a more likely than not basis. Recoverability of goodwill is measured at the reporting unit level. The Company’s three reporting units are Precision Devices ("PD"), MedTech & Specialty Audio ("MSA"), and Consumer MEMS Microphones ("CMM"). The impairment assessment compares the fair value of each reporting unit to its carrying value. Impairment is measured as the amount by which the carrying value of a reporting unit exceeds its fair value.

During the second quarter of 2022, the Company identified a triggering event requiring an interim impairment assessment for the CMM reporting unit (previously referred to as Mobile Consumer Electronics or "MCE"), which resulted in a goodwill impairment charge of $239.8 million. The triggering event occurred due to the identification of a rapid decline in current demand and a reduction in the expected future growth rate for global consumer electronics, which resulted in reductions to forecasted revenue and terminal growth rates and profit margins. The goodwill impairment charge is presented within "Impairment charges" in "Operating expenses" on the Consolidated Statements of Earnings. The Company had not incurred any previous goodwill impairment charges.

Additionally, during the fourth quarter of 2022, the Company identified another triggering event requiring an impairment assessment of the CMM reporting unit, which resulted in a goodwill impairment charge of $231.1 million. This triggering event occurred due to the identification of further declines in forecasted demand for global consumer electronics, resulting in reductions to forecasted revenue and profit margins. In addition, the Company’s assumptions for weighted average cost of capital and income tax rates increased as a result of rising interest rates and not satisfying certain tax holiday conditions.

Fair value was estimated using a discounted cash flow model that included the Company’s market participant assumptions, forecasted future cash flows based on historical performance and future estimated results, determinations of appropriate discount rates, and other assumptions which were considered reasonable and inherent in the discounted cash flow analysis. The fair value estimate was based on known or knowable information at the assessment date. Significant assumptions used in the model included forecasted revenue and terminal growth rates, profit margins, income taxes, and the Company's weighted average cost of capital. The fair value measurements for reporting units are based on significant unobservable inputs, and thus represent Level 3 inputs.

Fair value measurements require considerable judgment and are sensitive to changes in underlying assumptions. As a result, there can be no assurance that estimates and assumptions made for purposes of the impairment assessment will prove to be an accurate prediction of the future. Potential circumstances that could have a negative effect on the fair value of our reporting units include, but are not limited to, lower than forecasted growth rates or profit margins and changes in the weighted average cost of capital. A reduction in the estimated fair value of the reporting units could trigger an impairment in the future. The Company cannot predict the occurrence of certain events or changes in circumstances that might adversely affect the carrying value of goodwill.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
5. Inventories, net

The following table details the major components of inventories, net:
(in millions) June 30, 2023 December 31, 2022
Raw materials $ 141.4  $ 116.1 
Work in progress 29.5  28.3 
Finished goods 61.3  62.8 
Subtotal 232.2  207.2 
Less reserves (40.3) (37.7)
Total $ 191.9  $ 169.5 

6. Property, Plant, and Equipment, net

The following table details the major components of property, plant, and equipment, net:
(in millions) June 30, 2023 December 31, 2022
Land $ 12.5  $ 12.5 
Buildings and improvements 112.9  114.6 
Machinery, equipment, and other 487.0  531.2 
Subtotal 612.4  658.3 
Less accumulated depreciation (462.5) (496.5)
Total $ 149.9  $ 161.8 

Depreciation expense totaled $8.2 million and $11.0 million for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, depreciation expense totaled $17.4 million and $22.7 million, respectively.

During the three months ended June 30, 2023, the Company entered into an agreement to sell certain of its machinery and equipment related to the CMM segment to a third party for total proceeds of $11.4 million, which were received in their entirety in the second quarter of 2023. The Company transferred control of a portion of these assets with a fair value of approximately $5.7 million to the buyer during the three months ended June 30, 2023, resulting in a gain on sale of approximately $5.7 million. This gain on sale is reflected in the Consolidated Statements of Earnings for the three and six months ended June 30, 2023 as follows: $4.8 million has been recognized in "Gain on sale of fixed assets," which relates to the transition to the next generation of MEMS wafer manufacturing technology, and $0.9 million has been recognized within "Restructuring charges - cost of goods sold" - see also Note 8. Restructuring and Related Activities.

The Company has deferred the remaining sale proceeds related to this agreement of approximately $5.7 million until it completes the transfer of control of the remaining assets to the buyer, which is expected to occur primarily in the third quarter of 2023. This liability is included in "Other accrued expenses" on the Consolidated Balance Sheet as of June 30, 2023.

7. Goodwill and Other Intangible Assets

There were no changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2023.
9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Other Intangible Assets

The gross carrying value and accumulated amortization for each major class of intangible assets are as follows:
June 30, 2023 December 31, 2022
(in millions) Gross Carrying
Amount		 Accumulated
Amortization		 Gross Carrying
Amount		 Accumulated
Amortization
Amortized intangible assets:
Trademarks $ 2.0  $ 0.9  $ 2.0  $ 0.8 
Customer relationships 36.4  12.5  36.4  10.3 
Developed technology 45.4  23.6  45.4  20.1 
Other 2.4  1.9  2.4  1.9 
Total 86.2  38.9  86.2  33.1 
Unamortized intangible assets:
Trademarks 32.0  32.0 
Total intangible assets, net $ 79.3  $ 85.1 

Amortization expense totaled $2.9 million and $3.0 million for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023 and 2022, amortization expense was $5.8 million and $6.1 million, respectively. Amortization expense for the next five years, based on current definite-lived intangible balances, is estimated to be as follows:
(in millions)
Q3-Q4 2023 $ 5.8 
2024 11.6 
2025 11.2 
2026 5.3 
2027 5.3 
2028 and thereafter 8.1 
Total $ 47.3 

8. Restructuring and Related Activities

Restructuring and related activities are designed to better align the Company's operations with current market conditions through headcount reductions, targeted facility consolidations, and other measures to further optimize operations and align resources with growth opportunities.

The Company recorded restructuring charges of $0.6 million and $1.4 million during the three and six months ended June 30, 2023, respectively, for severance pay and benefits to rationalize the MEMS Microphones product line, which is included within the Consumer MEMS Microphones segment, and $0.3 million for Corporate charges for the six months ended June 30, 2023. The Company recognized the majority of these costs within Operating expenses, resulting in total restructuring charges within Operating expenses of $0.6 million and $1.6 million for the three and six months ended June 30, 2023, respectively.

During the three months ended June 30, 2023, the Company recorded a $0.9 million gain on the sale of certain machinery and equipment that was previously written off through restructuring charges within the Consumer MEMS Microphones segment. In addition, during the three months ended June 30, 2023, the Company recorded a $0.8 million reversal of restructuring charges within the Consumer MEMS Microphones related to a change in estimate. The Company recognized these transactions within Gross profit, resulting in total restructuring credits within Gross Profit of $1.7 million and $1.6 million for the three and six months ended June 30, 2023, respectively.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
During the six months ended June 30, 2022, the Company restructured its MEMS Microphones product line, which is included within the Consumer MEMS Microphones segment. This action resulted in the termination of a research and development project and a reduction in workforce. During the six months ended June 30, 2022, the Company recorded restructuring charges of $5.4 million related to this action, including $4.2 million in contract termination costs and $1.2 million in severance pay and benefits.

In addition, during the six months ended June 30, 2022, the Company recorded restructuring charges of $1.2 million for severance pay and benefits to rationalize the Intelligent Audio product line workforce, which is included within the Consumer MEMS Microphones segment, and $0.5 million for other costs.

No restructuring charges were recorded within Gross profit for the three and six months ended June 30, 2022. During the three and six months ended June 30, 2022, the Company recorded total restructuring charges within Operating expenses of $0.5 million and $7.1 million, respectively, primarily for contract termination costs and severance pay and benefits associated with the MEMS Microphones product line and other actions to rationalize the Intelligent Audio product line workforce.

The following table details restructuring charges incurred by reportable segment for the periods presented:
  Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2023 2022 2023 2022
Consumer MEMS Microphones (1.1) —  (0.3) 6.6 
Corporate —  0.5  0.3  0.5 
Total $ (1.1) $ 0.5  $ —  $ 7.1 

The following table details the Company’s severance and other restructuring accrual activity:
(in millions) Severance Pay and Benefits Contract Termination and Other Costs Total
Balance at December 31, 2022 $ 0.9  $ 21.8  $ 22.7 
Restructuring charges 1.7  (1.7) — 
Payments (1.8) (3.2) (5.0)
Other, including foreign currency —  0.4  0.4 
Balance at June 30, 2023 $ 0.8  $ 17.3  $ 18.1 

The severance and restructuring accruals are recorded in the following line item on the Consolidated Balance Sheets:

(in millions) June 30, 2023 December 31, 2022
Other accrued expenses $ 7.5  $ 4.0 
Other liabilities 10.6  18.7 
Total $ 18.1  $ 22.7 

9. Borrowings

Revolving Credit Facility

Revolving credit facility borrowings consist of the following:
(in millions) June 30, 2023 December 31, 2022
Revolving credit facility $ 45.0  $ 45.0 
Less current maturities (1)
 —  — 
Total long-term debt $ 45.0  $ 45.0 
(1) There are no required principal payments due until maturity in February 2028.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On February 8, 2023, the Company entered into an Amended and Restated Credit Agreement (the "A&R Credit Agreement") that amends and restates the prior Credit Agreement, dated September 4, 2020 (the “2020 Credit Facility”), and provides for a senior secured revolving credit facility with borrowings in an aggregate principal amount at any time outstanding not to exceed $400.0 million (the "Credit Facility"). The A&R Credit Agreement, among other things, extends the maturity date of the Credit Facility from January 2, 2024 to February 8, 2028, replaces the London Inter-Bank Offered Rate (“LIBOR”) with the Term Secured Overnight Financing Rate (“Term SOFR”) as a reference rate available for borrowings, amends the minimum Interest Coverage Ratio, and amends certain other financial covenants with which the Company must comply, as described below.

Up to $100.0 million of the Credit Facility will be available in Euro, Pounds Sterling, and other currencies requested by the Company and up to $50.0 million of the Credit Facility will be made available in the form of letters of credit. Undrawn amounts under the Credit Facility accrue a commitment fee at a per annum rate of 0.225% to 0.350%, based on a leverage ratio grid.

At any time during the term of the Credit Facility, the Company will be permitted to increase the commitments under the Credit Facility or to establish one or more incremental term loan facilities under the Credit Facility in an aggregate principal amount not to exceed the sum of $200.0 million, plus additional amounts, so long as the senior secured leverage ratio does not exceed 2.00 to 1.00.

The A&R Credit Agreement includes requirements, to be tested quarterly, that the Company maintains (i) a minimum ratio of Consolidated EBITDA to consolidated cash interest expense of 3.00 to 1.00, (the "Interest Coverage Ratio"), (ii) a ratio of total indebtedness, minus netted cash in an aggregate amount not to exceed $50.0 million, to Consolidated EBITDA of 3.75 to 1.00 (the "Total Net Leverage Ratio"), and (iii) a maximum ratio of senior net secured indebtedness to Consolidated EBITDA of 3.25 to 1.00 (the "Senior Secured Net Leverage Ratio"). For these ratios, Consolidated EBITDA and consolidated interest expense are calculated using the most recent four consecutive fiscal quarters in a manner defined in the A&R Credit Agreement. At June 30, 2023, the Company was in compliance with these covenants and it expects to remain in compliance with all of its debt covenants over the next twelve months.

The interest rates under the Credit Facility will be, at the Borrowers' option (1) (A) in the case of borrowings denominated in U.S. dollars Term SOFR, (B) in the case of borrowings denominated in Sterling, Daily Simple Sonia, or (C) for borrowings denominated in Euro, EURIBOR, in each case, plus the rates per annum determined from time to time based on the total net leverage ratio of the Company as of the end of and for the most recent period of four fiscal quarters for which financial statements have been delivered (the "Applicable Margin"); or (2) in the case of borrowings denominated in U.S. dollars, alternate base rate ("ABR") (as defined in the A&R Credit Agreement) plus the Applicable Margin. The Applicable Margin for Term SOFR, Daily Simple Sonia, or EURIBOR could range from 1.50% to 2.50% while the Applicable Margin for ABR could range from 0.50% to 1.50%.

The weighted-average interest rate on the Company's borrowings under the Credit Facility and the 2020 credit facility was 6.24% and 2.18% for the six months ended June 30, 2023 and 2022, respectively. The weighted-average commitment fee on the revolving line of credit was 0.23% for the six months ended June 30, 2023 and 2022.

Warrants

In the second quarter of 2016, the Company entered into warrant transactions, whereby the Company sold warrants to acquire shares of the Company's common stock at a strike price of $21.1050 per share (the “Warrants”). The Company received aggregate proceeds of $39.1 million from the sale of the Warrants. The Warrants were separate transactions entered into by the Company, and were not part of the Notes, and were accounted for as part of additional paid-in capital.

The Warrants expired during the first quarter of 2022, which resulted in the Company delivering 0.2 million shares of its common stock held in treasury. Settlement of the Warrants resulted in a $3.1 million decrease in treasury stock, which was measured based on the acquisition cost of the delivered shares determined on a first-in, first-out (“FIFO”) basis, offset by an equivalent decrease in additional paid-in capital with no net impact to equity.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
10. Other Comprehensive Earnings

The amounts recognized in other comprehensive loss were as follows:
Three Months Ended Three Months Ended
  June 30, 2023 June 30, 2022
(in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax
Foreign currency translation $ (13.3) $ —  $ (13.3) $ (15.6) $ —  $ (15.6)
Employee benefit plans 0.1  0.1  0.2  0.1  (0.2) (0.1)
Changes in fair value of cash flow hedges (4.0) 0.4  (3.6) (2.5) 0.3  (2.2)
Total other comprehensive loss $ (17.2) $ 0.5  $ (16.7) $ (18.0) $ 0.1  $ (17.9)
Six Months Ended Six Months Ended
  June 30, 2023 June 30, 2022
(in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax
Foreign currency translation $ (9.7) $ —  $ (9.7) $ (17.8) $ —  $ (17.8)
Employee benefit plans 0.3  0.1  0.4  0.3  (0.3) — 
Changes in fair value of cash flow hedges (4.1) 0.7  (3.4) (2.8) 0.3  (2.5)
Total other comprehensive loss $ (13.5) $ 0.8  $ (12.7) $ (20.3) $ —  $ (20.3)

The following tables summarize the changes in balances of each component of accumulated other comprehensive loss, net of tax during the six months ended June 30, 2023 and 2022:
(in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total
Balance at December 31, 2022 $ 1.0  $ (16.3) $ (106.8) $ (122.1)
Other comprehensive (loss) earnings, net of tax (3.4) 0.4  (9.7) (12.7)
Balance at June 30, 2023 $ (2.4) $ (15.9) $ (116.5) $ (134.8)

(in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total
Balance at December 31, 2021 $ 0.3  $ (17.1) $ (83.6) $ (100.4)
Other comprehensive loss, net of tax (2.5) —  (17.8) (20.3)
Balance at June 30, 2022 $ (2.2) $ (17.1) $ (101.4) $ (120.7)

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following tables summarize the amounts reclassified from accumulated other comprehensive loss to earnings:
Three Months Ended June 30,
(in millions) Statement of Earnings Line 2023 2022
Pension and post-retirement benefit plans:
Amortization or settlement of actuarial losses and prior service costs Other (income) expense, net $ 0.1  $ 0.1 
Tax Provision for income taxes 0.1  (0.2)
Net of tax $ 0.2  $ (0.1)
Cash flow hedges:
Net losses reclassified into earnings Cost of goods sold $ 0.5  $ 1.0 
Tax Provision for income taxes (0.1) (0.1)
Net of tax $ 0.4  $ 0.9 
Six Months Ended June 30,
(in millions) Statement of Earnings Line 2023 2022
Pension and post-retirement benefit plans:
Amortization or settlement of actuarial losses and prior service costs Other (income) expense, net $ 0.3  $ 0.3 
Tax Provision for income taxes 0.1  (0.3)
Net of tax $ 0.4  $ — 
Cash flow hedges:
Net losses reclassified into earnings Cost of goods sold $ 0.6  $ 0.7 
Tax Provision for income taxes (0.1) (0.1)
Net of tax $ 0.5  $ 0.6 

11. Income Taxes

Income taxes for the interim periods presented have been included in the accompanying Consolidated Financial Statements on the basis of an estimated annual effective tax rate ("ETR"). The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings or loss, tax laws, and changes resulting from tax audits can affect the overall ETR, which impacts the level of income tax expense or benefit and net income or loss. Judgments and estimates related to the Company’s projections and assumptions are inherently uncertain and therefore, actual results could differ materially from projections.

The Company's ETR for the three and six months ended June 30, 2023 was 21.8% (inclusive of discrete items totaling $0.1 million of expense) and 36.8% (inclusive of discrete items totaling $0.7 million of expense), respectively. The discrete items impacting the tax provision for the three and six months ended June 30, 2023 were primarily attributable to stock-based compensation. Absent the discrete items, the ETR for the three and six months ended June 30, 2023 was 21.3% and 31.6%, respectively. The Company's ETR for the three and six months ended June 30, 2022 was (11.9)% (inclusive of discrete items totaling $0.6 million of benefit) and (14.6)% (inclusive of discrete items totaling $1.6 million of benefit), respectively. The discrete items impacting the tax provision for the three and six months ended June 30, 2023 were primarily attributable to stock-based compensation. Absent the discrete items, the ETR for the three and six months ended June 30, 2022 was (12.2)% and (15.5)%, respectively.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company's ETR is favorably impacted by tax holidays granted to the Company. The benefit for these incentives for the three and six months ended June 30, 2023 was approximately $0.5 million and $0.6 million, respectively, or $0.01 on a basic per share basis for both periods. The benefit for these incentives for the three and six months ended June 30, 2022 was approximately $2.4 million and $5.0 million, respectively, or $0.03 and $0.05 on a basic per share basis. The decrease in the tax holiday benefits is attributable to the Company not satisfying all of the conditions of our tax holiday in Malaysia during the year ended December 31, 2022 due to the rapid decline in demand for global consumer electronics. As a result, our tax holiday benefit in Malaysia ended on December 31, 2022.

The Company believes it is reasonably possible that a U.S. valuation allowance of approximately $11.6 million related to foreign tax credits will be released within the next twelve months.

12. Equity Incentive Program

The following table summarizes the stock-based compensation expense recognized by the Company for the periods presented:
  Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2023 2022 2023 2022
Total pre-tax stock-based compensation expense $ 7.1  $ 7.2  $ 14.9  $ 14.8 
Tax benefit 0.3  0.8  3.2  4.0 
Total stock-based compensation expense, net of tax $ 6.8  $ 6.4  $ 11.7  $ 10.8 

Stock Options and SSARs

The expense related to stock options granted in the six months ended June 30, 2022 was estimated on the date of grant using a Black-Scholes option-pricing model based on the assumptions shown in the table below. No stock options were granted during the three and six months ended June 30, 2023.
  Six Months Ended June 30,
  2022
Risk-free interest rate 0.85%
Dividend yield —%
Expected life (years) 4.5
Volatility 34.3%
Fair value at date of grant $6.29

The following table summarizes the Company's stock-settled stock appreciation right ("SSAR") and stock option activity for the six months ended June 30, 2023:
SSARs Stock Options
  Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years)
(in millions, except share and per share amounts)
Outstanding at December 31, 2022
 223,564  $ 23.92  2,703,424  $ 16.28 
Exercised —  —  (534,842) 12.45 
Forfeited —  —  (12,684) 20.97 
Expired (223,564) 23.92  —  — 
Outstanding at June 30, 2023
 —  $ —  $ —  0.0 2,155,898  $ 17.20  $ 3.2  2.7
Exercisable at June 30, 2023
 —  $ —  $ —  0.0 1,998,054  $ 16.91  $ 3.2  2.5

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
There was no unrecognized compensation expense related to SSARs at June 30, 2023. At June 30, 2023, unrecognized compensation expense related to stock options not yet exercisable of $0.7 million is expected to be recognized over a weighted-average period of 1.3 years.

RSUs

The following table summarizes the Company's restricted stock unit ("RSU") activity for the six months ended June 30, 2023:
  Share units Weighted-average grant date fair value
Unvested at December 31, 2022
 1,880,521  $ 19.96 
Granted 1,251,627  18.81 
Vested (1)
 (813,275) 19.60 
Forfeited (82,174) 20.19 
Unvested at June 30, 2023
 2,236,699  $ 19.44 
(1) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 30, 2023, $31.1 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.0 years.

PSUs

The Company grants performance share units (“PSUs”) to senior management. In each case, the awards will cliff vest three years following the grant date. PSUs will be settled in shares of the Company's common stock. Depending on the Company's overall performance relative to the applicable measures, the size of the PSU awards are subject to adjustment, up or down, resulting in awards at the end of the performance period that can range from 0% to 225% of target. The Company will ratably recognize the expense over the applicable service period for each grant of PSUs and adjust the expense for the expected achievement of performance conditions as appropriate. The fair value of PSUs is determined by using a Monte Carlo simulation. For the awards granted in February 2023, 2022, and 2021, the number of PSUs that may be earned and vest is based on total shareholder return (“TSR”) relative to the component companies of the Russell 2000 Index over a three-year performance period.

The following table summarizes the Company's PSU activity for the six months ended June 30, 2023:
  Share units Weighted-average grant date fair value
Unvested at December 31, 2022
 833,589  $ 25.12 
Granted 320,585  29.75 
Vested (1)
 (261,770) 16.14 
Forfeited (37,125) 29.20 
Unvested at June 30, 2023
 855,279  $ 29.42 
(1) The number of PSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements.

At June 30, 2023, $14.2 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 1.7 years.

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
13. Earnings per Share

Basic and diluted earnings per share were computed as follows:
  Three Months Ended June 30, Six Months Ended June 30,
(in millions, except per share amounts) 2023 2022 2023 2022
Net earnings (loss) $ 13.6  $ (242.9) $ 8.4  $ (224.8)
Basic:
Net earnings (loss) per share $ 0.15  $ (2.64) $ 0.09  $ (2.44)
Weighted-average shares outstanding 91.4  92.0  91.4  92.2 
Diluted:
Net earnings (loss) per share $ 0.15  $ (2.64) $ 0.09  $ (2.44)
Weighted-average shares outstanding 91.8  92.0  92.1  92.2 

For the three and six months ended June 30, 2023, the weighted-average number of anti-dilutive potential common shares for stock-based awards excluded from the diluted earnings per share calculation above was 3.3 million and 2.4 million, respectively. For the three and six months ended June 30, 2022, the weighted-average number of anti-dilutive potential common shares for stock-based awards excluded from the diluted earnings per share calculation above was 3.0 million and 2.0 million, respectively.

14. Commitments and Contingent Liabilities

From time to time, the Company is involved in various legal proceedings and claims arising in the ordinary course of its business. The majority of these claims and proceedings relate to commercial, warranty, employment, and intellectual property matters. Although the ultimate outcome of any legal proceeding or claim cannot be predicted with certainty, based on present information, including management’s assessment of the merits of the particular claim, the Company believes that the disposition of these legal proceedings or claims, individually or in the aggregate, after taking into account recorded accruals and the availability and limits of insurance coverage, will not have a material adverse effect on its cash flow, results of operations, or financial condition.

The Company owns many patents and other intellectual property pertaining to its products, technology, and manufacturing processes. Some of the Company's patents have been and may continue to be infringed upon or challenged by others. In appropriate cases, the Company has taken and will take steps to protect and defend its patents and other intellectual property, including through the use of legal proceedings in various jurisdictions around the world. Such steps have resulted in and may continue to result in retaliatory legal proceedings, including litigation or other legal proceedings in various jurisdictions and forums around the world alleging infringement by the Company of patents owned by others. The costs of investigations and legal proceedings relating to the enforcement and defense of the Company’s intellectual property may be substantial. Additionally, in multi-forum disputes, the Company may incur adverse judgments with regard to certain claims in certain jurisdictions and forums while still contesting other related claims against the same opposing party in other jurisdictions and forums.

Intellectual Property Infringement Claims

The Company may, on a limited customer specific basis, provide contractual indemnities for certain losses that arise out of claims that its products infringe on the intellectual property of others. It is not possible to determine the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, the Company has not made significant payments under such indemnity arrangements. The Company’s legal accruals associated with these indemnity arrangements were not significant at June 30, 2023 and December 31, 2022.

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
15. Segment Information

The Company's three reportable segments are Precision Devices, MedTech & Specialty Audio, and Consumer MEMS Microphones. Information regarding the Company’s reportable segments is as follows (certain prior year information has been reclassified to conform to the current year presentation):
  Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2023 2022 2023 2022
Revenues:    
Precision Devices $ 47.8  $ 59.5  $ 101.5  $ 115.2 
MedTech & Specialty Audio 60.6  61.6  106.1  121.1 
Consumer MEMS Microphones 64.6  66.9  109.7  153.1 
Total revenues $ 173.0  $ 188.0  $ 317.3  $ 389.4 
Earnings (loss) before interest and income taxes:
Precision Devices $ 4.8  $ 11.0  $ 15.5  $ 23.3 
MedTech & Specialty Audio 23.6  23.1  35.0  44.8 
Consumer MEMS Microphones 6.3  (239.3) (1.9) (238.8)
Total segments 34.7  (205.2) 48.6  (170.7)
Corporate expense / other 16.5  11.1  33.7  23.8 
Interest expense, net 0.8  0.8  1.6  1.6 
Earnings (loss) before income taxes 17.4  (217.1) 13.3  (196.1)
Provision for income taxes 3.8  25.8  4.9  28.7 
Net earnings (loss) $ 13.6  $ (242.9) $ 8.4  $ (224.8)

Information regarding assets of the Company's reportable segments:
Total Assets
(in millions) June 30, 2023 December 31, 2022
Precision Devices $ 290.1  $ 275.7 
MedTech & Specialty Audio 339.9  358.1 
Consumer MEMS Microphones 542.7  547.3 
Corporate / eliminations 3.3  2.8 
Total $ 1,176.0  $ 1,183.9 

The following table details revenues by geographic location. Revenues are attributed to regions based on the location of the Company's direct customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses are based primarily in Asia, North America, and Europe.
  Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2023 2022 2023 2022
Asia $ 108.9  $ 113.0  $ 188.9  $ 241.9 
United States 34.0  44.7  69.3  85.6 
Europe 25.7  27.6  49.8  55.7 
Other Americas 1.3  1.1  3.4  2.6 
Other 3.1  1.6  5.9  3.6 
Total $ 173.0  $ 188.0  $ 317.3  $ 389.4 

Receivables, net from contracts with customers were $107.3 million and $125.7 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, our total remaining performance obligations were immaterial.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to our operations, results of operations, our continued business operations, and other matters that are based on our current expectations, estimates, assumptions, and projections. Words such as “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 Quarterly Report on Form 10-Q are based on currently available information and the current expectations, forecasts, and assumptions of our management concerning 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. Other risks and uncertainties include, but are not limited to:
o unforeseen changes in MEMS microphone demand from our largest customers, particularly our top five customers, who represent a significant portion of revenues for our Consumer MEMS Microphones segment;
o our ongoing ability to execute our strategy to diversify our end markets and customers;
o our ability to stem or overcome price erosion in our segments;
o fluctuations in our stock's market price;
o fluctuations in operating results and cash flows;
o our ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified;
o the timing of OEM product launches;
o risks associated with increasing our inventories in advance of anticipated orders by customers;
o global economic instability, including due to inflation, rising interest rates, negative impacts caused by pandemics and public health crises, or the impacts of geopolitical uncertainties;
o the impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions;
o our ability to achieve reductions in our operating expenses;
o the ability to qualify our products and facilities with customers;
o our ability to obtain, enforce, defend, or monetize our intellectual property rights;
o disruption caused by a cybersecurity incident, including a cyber attack, cyber breach, theft, or other unauthorized access;
o difficulties or delays in and/or the Company's inability to realize expected cost synergies from its acquisitions;
o increases in the costs of critical raw materials and components;
o availability of raw materials and components;
o managing new product ramps and introductions for our customers;
o our dependence on a limited number of large customers;
o our ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue;
o increasing competition and new entrants in the market for our products;
o our ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance;
o our reliance on third parties to manufacture, assemble, and test our products and sub-components;
o escalating international trade tensions, new or increased tariffs, and trade wars among countries;
o financial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of the Company;
o a sustained decline in our stock price and market capitalization may result in the impairment of certain intangible or long-lived assets;
o market risk associated with fluctuations in commodity prices, particularly for various precious metals used in our manufacturing operation; and
o changes in tax laws, changes in tax rates, and exposure to additional tax liabilities.

A more complete description of these risks, uncertainties, and other factors can be found under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. We do not undertake to update or revise our forward-looking statements as a result of new information, future events, or otherwise, except as required by law.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a market leader and global provider of advanced micro-acoustic microphones and balanced armature speakers, audio solutions, and high performance capacitors and radio frequency ("RF") filtering products, serving the medtech, defense, consumer electronics, electric vehicle, industrial, and communications markets. Our focus on the customer, combined with unique technology, proprietary manufacturing techniques, and global operational expertise, enables us to deliver innovative solutions across multiple applications. References to "Knowles," the "Company," "we," "our," or "us" refer to Knowles Corporation and its consolidated subsidiaries, unless the context otherwise requires.

During the fourth quarter of 2022, we determined each operating segment represents a single reportable segment; thus, we now report three segments. These segments were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification 280 - Segment Reporting and are comprised of (i) Precision Devices ("PD"), (ii) MedTech & Specialty Audio ("MSA"), and (iii) Consumer MEMS Microphones ("CMM"). The segments are aligned around similar product applications serving our key end markets to enhance focus on end market growth strategies.

•PD Segment
Our PD segment specializes in the design and delivery of high performance capacitor products and RF solutions primarily serving the defense, medtech, industrial, communication, electric vehicle, and distribution markets. PD has sales, support, and engineering facilities in North America, Europe, and Asia as well as manufacturing facilities in North America and Asia.

•MSA Segment
Our MSA segment designs and manufactures microphones and balanced armature speakers used in applications that serve the hearing health and premium audio markets. MSA has sales, support, and engineering facilities in North America, Europe, and Asia, as well as manufacturing facilities in Asia.

•CMM Segment
Our CMM segment designs and manufactures micro-electro-mechanical systems ("MEMS") microphones and audio solutions used in applications that primarily serve the ear, Internet of Things ("IoT"), computing, and smartphone markets. CMM has sales, support, and engineering facilities in North America, Europe, and Asia, as well as manufacturing facilities in Asia.

We sell our products directly to original equipment manufacturers ("OEMs") and to their contract manufacturers and suppliers and through distributors worldwide.

Non-GAAP Financial Measures

In addition to the GAAP financial measures included in this item, we have presented certain non-GAAP financial measures. We use non-GAAP measures as supplements to our GAAP results of operations in evaluating certain aspects of our business, and our executive management team and Board of Directors focus on non-GAAP items as key measures of our performance for business planning purposes. These measures assist us in comparing our performance between various reporting periods on a consistent basis, as these measures remove from operating results the impact of items that, in our opinion, do not reflect our core operating performance. We believe that our presentation of non-GAAP financial measures is useful because it provides investors and securities analysts with the same information that we use internally for purposes of assessing our core operating performance. The Company does not consider these non-GAAP financial measures to be a substitute for the information provided by GAAP financial results. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the reconciliation included herein.

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Results of Operations for the Three Months Ended June 30, 2023 compared with the Three Months Ended June 30, 2022
  Three Months Ended June 30,
(in millions, except per share amounts) 2023 2022
Revenues $ 173.0  $ 188.0 
Gross profit $ 73.7  $ 77.7 
Non-GAAP gross profit $ 72.7  $ 78.1 
Earnings (loss) before interest and income taxes $ 18.2  $ (216.3)
Adjusted earnings before interest and income taxes $ 27.7  $ 37.6 
Provision for income taxes $ 3.8  $ 25.8 
Non-GAAP provision for income taxes $ 5.0  $ 5.1 
Net earnings (loss) $ 13.6  $ (242.9)
Non-GAAP net earnings $ 21.9  $ 31.7 
Diluted earnings (loss) per share $ 0.15  $ (2.64)
Non-GAAP diluted earnings per share $ 0.23  $ 0.33 

Revenues

Revenues for the second quarter of 2023 were $173.0 million, compared with $188.0 million for the second quarter of 2022, a decrease of $15.0 million or 8.0%. PD revenues decreased $11.7 million, primarily due to lower demand from the industrial, distribution, and communication markets. CMM revenues decreased $2.3 million, primarily due to lower average pricing on mature products, partially offset by higher demand in the ear and IoT markets. MSA revenues decreased $1.0 million, primarily due to lower shipping volumes into the hearing health market, partially offset by higher shipping volumes into the premium audio market.

Cost of Goods Sold

Cost of goods sold ("COGS") for the second quarter of 2023 was $105.8 million, compared with $110.3 million for the second quarter of 2022, a decrease of $4.5 million or 4.1%. This decrease was primarily due to product cost reductions, benefits of prior year restructuring actions, and lower shipping volumes, and favorable foreign currency exchange rate changes, partially offset by lower factory capacity utilization.

Gain on Sale of Fixed Assets

As a result of transitioning to our next generation of MEMS wafer manufacturing technology, we sold certain machinery and equipment related to the CMM segment in the second quarter of 2023 and recorded a gain of $4.8 million. In addition, CMM expects to recognize further gains on sale of fixed assets in the third quarter of 2023. For additional information, refer to Note 6. Property, Plant, and Equipment, net to our Consolidated Financial Statements.

Restructuring Charges

During the second quarter of 2023, we recorded a $0.9 million gain on the sale of certain machinery and equipment that was previously written off through restructuring charges and a $0.8 million reversal of restructuring charges related to a change in estimate, all within Gross profit and the CMM Segment. We also recorded restructuring charges of $0.6 million in Operating expenses for severance pay and benefits to rationalize our CMM segment. For additional information, refer to Note 8. Restructuring and Related Activities to our Consolidated Financial Statements.

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During the second quarter of 2022, we recorded restructuring charges of $0.5 million within Operating expenses.

Gross Profit and Non-GAAP Gross Profit

Gross profit for the second quarter of 2023 was $73.7 million, compared with $77.7 million for the second quarter of 2022, a decrease of $4.0 million or 5.1%. Gross profit margin (gross profit as a percentage of revenues) for the second quarter of 2023 was 42.6%, compared with 41.3% for the second quarter of 2022. The decrease in gross profit was primarily due to lower shipping volumes, lower average pricing on mature products shipped into the mobile market and lower factory capacity utilization, partially offset by product cost reductions, the gain on sale of fixed assets, benefits of prior year restructuring actions, and favorable foreign currency exchange rate changes. The increase in gross profit margin was primarily driven by product cost reductions, the gain on sale of fixed assets, benefits of prior year restructuring actions, and favorable foreign currency exchange rate changes, partially offset by lower average pricing and lower factory capacity utilization.

Non-GAAP gross profit for the second quarter of 2023 was $72.7 million, compared with $78.1 million for the second quarter of 2022, a decrease of $5.4 million or 6.9%. Non-GAAP gross profit margin (non-GAAP gross profit as a percentage of revenues) for the second quarter of 2023 was 42.0%, compared with 41.5% for the second quarter of 2022. The decrease in non-GAAP gross profit was primarily due to lower shipping volumes, lower average pricing on mature products shipped into the mobile market and lower factory capacity utilization, partially offset by product cost reductions, the gain on sale of fixed assets, benefits of prior year restructuring actions, and favorable foreign currency exchange rate changes. The increase in gross profit margin was primarily driven by product cost reductions, the gain on sale of fixed assets, benefits of prior year restructuring actions, and favorable foreign currency exchange rate changes, partially offset by lower average pricing and lower factory capacity utilization.

Research and Development Expenses

Research and development expenses for the second quarter of 2023 were $19.7 million, compared with $21.3 million for the second quarter of 2022, a decrease of $1.6 million or 7.5%. Research and development expenses as a percentage of revenues for the second quarter of 2023 and 2022 were 11.4% and 11.3%, respectively. The decrease in expenses was primarily driven by reduced spending in our CMM segment driven by the benefits of prior year restructuring actions, partially offset by increased development activities in our MSA and PD segments. The increase in expenses as a percentage of revenues was driven by our lower revenues.

Selling and Administrative Expenses

Selling and administrative expenses for the second quarter of 2023 were $36.5 million, compared with $30.7 million for the second quarter of 2022, an increase of $5.8 million or 18.9%. Selling and administrative expenses as a percentage of revenues for the second quarter of 2023 and 2022 were 21.1% and 16.3%, respectively. The increase in expenses was primarily driven by higher professional service fees, higher incentive compensation, and a change in our deferred compensation liability. The increase in expenses as a percentage of revenues was driven by our increase in expenses and lower revenues.

Impairment Charges

No impairment charges were recorded during the second quarter of 2023. Impairment charges for the second quarter of 2022 were $239.8 million related to a goodwill impairment charge for the CMM segment. For additional information related to these impairment charges, refer to Note 4. Impairment Charges to our Consolidated Financial Statements.

Interest Expense, net

Interest expense for the second quarter of 2023 and 2022 was $0.8 million. We had a lower outstanding revolving credit facility balance during the second quarter of 2023 compared to the second quarter of 2022, offset by higher interest rates. For additional information on borrowings and interest expense, refer to Note 9. Borrowings to our Consolidated Financial Statements.

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Other (Income) Expense, net

Other income for the second quarter of 2023 was $1.3 million, compared with expense of $1.7 million for the second quarter of 2022, a change of $3.0 million. Income in the second quarter of 2023 represents favorable foreign currency exchange rate impacts and the unrealized gains in our investment balances. Expense in the second quarter of 2022 represents an adjustment to pre-spin-off pension obligations and the unrealized losses in our investment balances, partially offset by favorable foreign currency exchange rate impacts.

Provision for Income Taxes and Non-GAAP Provision for Income Taxes

The effective tax rate ("ETR") for the second quarter of 2023 and 2022 was 21.8% and (11.9)%, respectively. The ETR for the second quarter of 2023 and 2022 includes discrete items totaling $0.1 million of tax expense and $0.6 million of benefit, respectively, primarily attributable to stock-based compensation. Absent the discrete items, the ETR for the second quarter of 2023 and 2022 was 21.3% and (12.2)%, respectively. The Company accrues taxes in various countries where it generates income and applies a valuation allowance in other jurisdictions, which resulted in the provision for both the second quarter of 2023 and 2022. The change in the ETR was mainly due to the book goodwill impairment recorded in the second quarter of 2022, as well as the mix of earnings and losses by taxing jurisdictions and net discrete items.

The non-GAAP ETR for the second quarter of 2023 and 2022 was 18.6% and 13.9%, respectively. The non-GAAP ETR for the second quarter of 2022 was impacted by a net discrete benefit totaling $0.4 million. Absent the discrete items, the non-GAAP ETR for the second quarter of 2023 and 2022 was 18.6% and 14.9%, respectively. The change in the non-GAAP ETR was primarily due to lower pre-tax earnings and the loss of our Malaysian tax holiday.

The ETR and non-GAAP ETR deviate from the statutory U.S. federal income tax rate, mainly due to the taxing jurisdictions where we generate taxable income or loss. As a result of the rapid decline in demand for global consumer electronics during 2022, we did not satisfy all of the conditions of our tax holiday in Malaysia. As such, we are not including this tax holiday benefit in our 2023 GAAP ETR and non-GAAP ETR. For additional information on tax holidays refer to Note 11. Income Taxes to our Consolidated Financial Statements.

Net Earnings (Loss)

Net earnings for the second quarter of 2023 were $13.6 million, compared with a loss of $242.9 million for the second quarter of 2022, an increase of $256.5 million. As described above, the increase is primarily due to impairment charges in the second quarter of 2022 that did not recur in the second quarter of 2023 and lower income tax expense, partially offset by lower gross profit and higher operating expenses.

Earnings (Loss) and Adjusted Earnings Before Interest and Income Taxes

Earnings before interest and income taxes ("EBIT") for the second quarter of 2023 was $18.2 million, compared with a $216.3 million loss for the second quarter of 2022, an increase of $234.5 million. EBIT margin (EBIT as a percentage of revenues) for the second quarter of 2023 was 10.5%, compared with (115.1)% for the second quarter of 2022. The change is primarily due to impairment charges recorded in the second quarter of 2022 that did not recur in the second quarter of 2023, partially offset by lower gross profit and higher operating expenses.

Adjusted earnings before interest and income taxes ("Adjusted EBIT") for the second quarter of 2023 was $27.7 million, compared with $37.6 million for the second quarter of 2022, a decrease of $9.9 million. Adjusted EBIT margin (Adjusted EBIT as a percentage of revenues) for the second quarter of 2023 was 16.0%, compared with 20.0% for the second quarter of 2022. The decreases were primarily due to lower non-GAAP gross profit and higher non-GAAP operating expenses.

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Diluted Earnings (Loss) per Share and Non-GAAP Diluted Earnings per Share

Diluted earnings per share was $0.15 for the second quarter of 2023, compared with loss per share of $2.64 for the second quarter of 2022, an increase of $2.79. As described above, the change is primarily due to impairment charges recorded in the second quarter of 2022 that did not recur in the second quarter of 2023, partially offset by lower gross profit and higher operating expenses.

Non-GAAP diluted earnings per share was $0.23 for the second quarter of 2023, compared with $0.33 for the second quarter of 2022, a decrease of $0.10. As described above, the decrease was primarily due to lower non-GAAP gross profit and higher non-GAAP operating expenses.

Results of Operations for the Six Months Ended June 30, 2023 compared with the Six Months Ended June 30, 2022
  Six Months Ended June 30,
(in millions, except per share amounts) 2023 2022
Revenues $ 317.3  $ 389.4 
Gross profit $ 127.5  $ 161.0 
Non-GAAP gross profit $ 127.1  $ 161.9 
Earnings (loss) before interest and income taxes $ 14.9  $ (194.5)
Adjusted earnings before interest and income taxes $ 35.8  $ 77.0 
Provision for income taxes $ 4.9  $ 28.7 
Non-GAAP provision for income taxes $ 7.2  $ 10.1 
Net earnings (loss) $ 8.4  $ (224.8)
Non-GAAP net earnings $ 27.0  $ 65.3 
Diluted earnings (loss) per share $ 0.09  $ (2.44)
Non-GAAP diluted earnings per share $ 0.28  $ 0.68 

Revenues

Revenues for the six months ended June 30, 2023 were $317.3 million, compared with $389.4 million for the six months ended June 30, 2022, a decrease of $72.1 million or 18.5%. PD revenues decreased $13.7 million, primarily due to lower demand from the industrial, distribution, and communication markets, partially offset by increased demand in the electric vehicle market. CMM revenues decreased $43.4 million, primarily due to lower demand for MEMS microphones in the mobile, IoT, and computing markets. The decreases in these markets were primarily driven by weak global demand for consumer electronics and excess inventory in the supply chain. In addition to lower end market demand, shipping volumes were unfavorably impacted this period by financial incentives offered to customers resulting in higher shipping volumes in the fourth quarter of 2022. CMM revenues were also impacted by lower average pricing on mature products shipped into the mobile market. MSA revenues decreased $15.0 million, primarily due to lower shipping volumes into the hearing health market as customers reduced their inventory levels, partially offset by higher shipping volumes into the premium audio market. In addition to lower end market demand, shipping volumes were unfavorably impacted this period by financial incentives offered to customers resulting in higher shipping volumes in the fourth quarter of 2022.

Cost of Goods Sold

COGS for the six months ended June 30, 2023 was $196.2 million, compared with $228.4 million for the six months ended June 30, 2022, a decrease of $32.2 million or 14.1%. This decrease was primarily due to lower shipping volumes, product cost reductions, benefits of prior year restructuring actions, and favorable foreign currency exchange rate changes, partially offset by lower factory capacity utilization.
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Gain on Sale of Fixed Assets

As a result of transitioning to our next generation of MEMS wafer manufacturing technology, we sold certain machinery and equipment related to the CMM segment in the six months ended June 30, 2023 and recorded a gain of $4.8 million. In addition, CMM expects to recognize further gains on sale of fixed assets in the third quarter of 2023. For additional information, refer to Note 6. Property, Plant, and Equipment, net to our Consolidated Financial Statements.

Restructuring Charges

During the six months ended June 30, 2023, we recorded a $0.9 million gain on the sale of certain machinery and equipment that was previously written off through restructuring charges and a $0.8 million reversal of restructuring charges related to a change in estimate, all within Gross profit and the CMM Segment. We also recorded restructuring charges of $1.4 million in Operating expenses for severance pay and benefits to rationalize our CMM segment, and $0.3 million for other costs. For additional information, refer to Note 8. Restructuring and Related Activities to our Consolidated Financial Statements.

During the six months ended June 30, 2022, we restructured our MEMS Microphones product line, which is included within the CMM segment. This action resulted in the termination of a research and development project and a reduction in workforce. We recorded restructuring charges of $5.4 million related to this action and $0.5 million for other costs. In addition, we recorded restructuring charges of $1.2 million to rationalize the Intelligent Audio product line workforce, which is also included within the CMM segment. For additional information, refer to Note 8. Restructuring and Related Activities to our Consolidated Financial Statements.

Gross Profit and Non-GAAP Gross Profit

Gross profit for the six months ended June 30, 2023 was $127.5 million, compared with $161.0 million for the six months ended June 30, 2022, a decrease of $33.5 million or 20.8%. Gross profit margin for the six months ended June 30, 2023 was 40.2%, compared with 41.3% for the six months ended June 30, 2022. The decrease in gross profit was primarily due to lower shipping volumes. The decrease in gross profit margin was primarily due to lower factory capacity utilization, and lower average pricing on mature products shipped into the mobile market, partially offset by product cost reductions, benefits of prior year restructuring actions, the gain on sale of fixed assets, and favorable foreign currency exchange rate changes.

Non-GAAP gross profit for the six months ended June 30, 2023 was $127.1 million, compared with $161.9 million for the six months ended June 30, 2022, a decrease of $34.8 million or 21.5%. Non-GAAP gross profit margin for the six months ended June 30, 2023 was 40.1%, compared with 41.6% for the six months ended June 30, 2022. The decrease in non-GAAP gross profit was primarily due to lower shipping volumes. The decrease in non-GAAP gross profit margin was primarily due to lower factory capacity utilization and lower average pricing on mature products shipped into the mobile market, partially offset by product cost reductions, benefits of prior year restructuring actions, the gain on sale of fixed assets, and favorable foreign currency exchange rate changes.

Research and Development Expenses

Research and development expenses for the six months ended June 30, 2023 were $39.7 million, compared with $44.4 million for the six months ended June 30, 2022, a decrease of $4.7 million or 10.6%. Research and development expenses as a percentage of revenues for the six months ended June 30, 2023 and 2022 were 12.5% and 11.4%, respectively. The decrease in expenses was primarily driven by reduced spending in our CMM segment driven by the benefits of prior year restructuring actions, partially offset by increased development activities in our PD and MSA segments. The increase in expenses as a percentage of revenues was driven by our lower revenues.

Selling and Administrative Expenses

Selling and administrative expenses for the six months ended June 30, 2023 were $70.3 million, compared with $63.0 million for the six months ended June 30, 2022, an increase of $7.3 million or 11.6%. Selling and administrative expenses as a percentage of revenues for the six months ended June 30, 2023 and 2022 were 22.2% and 16.2%, respectively. The increase in expenses was primarily driven by higher professional service fees and higher incentive compensation incurred in the second quarter of 2023 and a change in our deferred compensation liability. The increase in expenses as a percentage of revenues was driven by our lower revenues and an increase in expenses.
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Impairment Charges

No impairment charges were recorded during the six months ended June 30, 2023. Impairment charges for the six months ended June 30, 2022 were $239.8 million related to a goodwill impairment charge for the MCE reporting unit. For additional information related to these impairment charges, refer to Note 4. Impairment Charges to our Consolidated Financial Statements.

Interest Expense, net

Interest expense for the six months ended June 30, 2023 and 2022 was $1.6 million. We had a lower outstanding revolving credit facility balance during the six months ended June 30, 2023 compared to the six months ended June 30, 2022, offset by higher interest rates. For additional information on borrowings and interest expense, refer to Note 9. Borrowings to our Consolidated Financial Statements.

Other (Income) Expense, net

Other expense for the six months ended June 30, 2023 was $1.0 million, compared with expense of $1.2 million for the six months ended June 30, 2022, a change of $0.2 million. Expense in 2023 represents unfavorable foreign currency exchange rate impacts, partially offset by the unrealized gains in our investment balances. Expense in 2022 represents an adjustment to pre-spin-off pension obligations and the unrealized losses in our investment balances, partially offset by favorable foreign currency exchange rate impacts.

Provision for Income Taxes and Non-GAAP Provision for Income Taxes

The ETR for the six months ended June 30, 2023 and 2022 was 36.8% and (14.6)%, respectively. The ETR for the six months ended June 30, 2023 and 2022 includes discrete items totaling $0.7 million of tax expense and $1.6 million of benefit, respectively. The discrete items impacting the tax provision for first quarter of 2023 and 2022 are primarily attributable to stock-based compensation. Absent the discrete items, the ETR for the six months ended June 30, 2023 and 2022 was 31.6% and (15.5)%, respectively. The Company accrues taxes in various countries where it generates income and applies a valuation allowance in other jurisdictions, which resulted in the provision for both the six months ended June 30, 2023 and 2022. The change in the ETR was mainly due to the book goodwill impairment recorded in the second quarter of 2022, as well as the mix of earnings and losses by taxing jurisdictions and net discrete items.

The non-GAAP ETR for the six months ended June 30, 2023 and 2022 was 21.1% and 13.4%, respectively. The non-GAAP ETR includes discrete items totaling $0.9 million of tax expense for the six months ended June 30, 2023 and a net discrete benefit totaling $0.4 million for the six months ended June 30, 2022. Absent the discrete items, the non-GAAP ETR for the six months ended June 30, 2023 and 2022 was 18.4% and 13.9%, respectively. The change in the non-GAAP ETR was primarily due to lower pre-tax earnings and the loss of our Malaysian tax holiday.

The ETR and non-GAAP ETR deviate from the statutory U.S. federal income tax rate, mainly due to the taxing jurisdictions where we generate taxable income or loss. As a result of the rapid decline in demand for global consumer electronics during 2022, we did not satisfy all of the conditions of our tax holiday in Malaysia. As such, we are not including this tax holiday benefit in our 2023 GAAP ETR and non-GAAP ETR. For additional information on tax holidays refer to Note 11. Income Taxes to our Consolidated Financial Statements.

Net Earnings (Loss)

Net earnings for the six months ended June 30, 2023 was $8.4 million, compared with a loss of $224.8 million for the six months ended June 30, 2022, an increase of $233.2 million. As described above, the increase is primarily due to impairment charges in the second quarter of 2022 that did not recur in the second quarter of 2023 and lower income tax expense, partially offset by lower gross profit.

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Earnings (Loss) and Adjusted Earnings Before Interest and Income Taxes

EBIT for the six months ended June 30, 2023 was $14.9 million, compared with a loss of $194.5 million for the six months ended June 30, 2022, an increase of $209.4 million. EBIT margin for the six months ended June 30, 2023 was 4.7%, compared with (49.9)% for the six months ended June 30, 2022. The change is primarily due to impairment charges recorded in 2022 that did not recur in 2023, partially offset by lower gross profit.

Adjusted earnings before interest and income taxes for the six months ended June 30, 2023 was $35.8 million, compared with $77.0 million for the six months ended June 30, 2022, a decrease of $41.2 million. Adjusted EBIT margin for the six months ended June 30, 2023 was 11.3%, compared with 19.8% for the six months ended June 30, 2022. The decreases were primarily due to lower non-GAAP gross profit.

Diluted Earnings (Loss) per Share and Non-GAAP Diluted Earnings per Share

Diluted earnings per share was $0.09 for the six months ended June 30, 2023, compared with a loss per share of $2.44 for the six months ended June 30, 2022, an increase of $2.53. As described above, the change is primarily due to impairment charges recorded in 2022 that did not recur in 2023, partially offset by lower gross profit.

Non-GAAP diluted earnings per share was $0.28 for the six months ended June 30, 2023, compared with $0.68 for the six months ended June 30, 2022, a decrease of $0.40. As described above, the decrease was primarily due to lower non-GAAP gross profit.

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Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (1)
Three Months Ended Six Months Ended
June 30, June 30,
(in millions, except per share amounts) 2023 2022 2023 2022
Gross profit $ 73.7  $ 77.7  $ 127.5  $ 161.0 
Stock-based compensation expense
0.7  0.4  1.2  0.9 
     Restructuring charges (1.7) —  (1.6) — 
Non-GAAP gross profit $ 72.7  $ 78.1  $ 127.1  $ 161.9 
Net earnings (loss) $ 13.6  $ (242.9) $ 8.4  $ (224.8)
Interest expense, net
0.8  0.8  1.6  1.6 
Provision for income taxes
3.8  25.8  4.9  28.7 
Earnings (loss) before interest and income taxes 18.2  (216.3) 14.9  (194.5)
Stock-based compensation expense
7.1  7.2  14.9  14.8 
Intangibles amortization expense
2.9  3.0  5.8  6.1 
Impairment charges
—  239.8  —  239.8 
Restructuring charges
(1.1) 0.5  —  7.1 
Other (2)
 0.6  3.4  0.2  3.7 
Adjusted earnings before interest and income taxes $ 27.7  $ 37.6  $ 35.8  $ 77.0 
Provision for income taxes $ 3.8  $ 25.8  $ 4.9  $ 28.7 
Income tax effects of non-GAAP reconciling adjustments (3)
 1.2  (20.7) 2.3  (18.6)
Non-GAAP provision for income taxes $ 5.0  $ 5.1  $ 7.2  $ 10.1 
Net earnings (loss) $ 13.6  $ (242.9) $ 8.4  $ (224.8)
Non-GAAP reconciling adjustments (4)
 9.5  253.9  20.9  271.5 
Income tax effects of non-GAAP reconciling adjustments (3)
 1.2  (20.7) 2.3  (18.6)
Non-GAAP net earnings $ 21.9  $ 31.7  $ 27.0  $ 65.3 
Diluted earnings (loss) per share $ 0.15  $ (2.64) $ 0.09  $ (2.44)
Earnings per share non-GAAP reconciling adjustment
0.08  2.97  0.19  3.12 
Non-GAAP diluted earnings per share $ 0.23  $ 0.33  $ 0.28  $ 0.68 
Diluted average shares outstanding 91.8  92.0  92.1  92.2 
Non-GAAP adjustment (5)
 3.1  3.4  2.7  3.6 
Non-GAAP diluted average shares outstanding (5)
 94.9  95.4  94.8  95.8 

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(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)    In 2023, Other expenses relate to non-recurring professional service fees incurred primarily in the second quarter including an evaluation of restructuring actions. In addition, Other expenses include the ongoing net lease cost related to facilities not used in operations. In 2022, Other expenses represent an adjustment to pre-spin-off pension obligations of $3.4 million, which was recorded during the second quarter of 2022 in Other expense (income), net line on the Consolidated Statements of Earnings, and the ongoing net lease cost related to facilities not used in operations.
(3)    Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments.
(4)    The non-GAAP reconciling adjustments are those adjustments made to reconcile Earnings (loss) before interest and income taxes to Adjusted earnings before interest and income taxes.
(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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Segment Results of Operations for the Three Months Ended June 30, 2023 compared with the Three Months Ended June 30, 2022

The following is a summary of the results of operations of our three reportable segments: Precision Devices, Medtech & Specialty Audio, and Consumer MEMS Microphones.

See Note 15. Segment Information to the Consolidated Financial Statements for (i) a reconciliation of segment revenues to our consolidated revenues and (ii) a reconciliation of segment earnings before interest and income taxes to our consolidated earnings.

Precision Devices
  Three Months Ended June 30,
(in millions) 2023 Percent of Revenues 2022 Percent of Revenues
Revenues $ 47.8  $ 59.5 
Earnings before interest and income taxes $ 4.8  10.0% $ 11.0  18.5%
Stock-based compensation expense 1.1  0.7 
Intangibles amortization expense 1.4  1.4 
Other (1)
 —  3.4 
Adjusted earnings before interest and income taxes $ 7.3  15.3% $ 16.5  27.7%
(1) 2022 expenses represent an adjustment to pre-spin-off pension obligations.

Revenues

PD revenues were $47.8 million for the second quarter of 2023, compared with $59.5 million for the second quarter of 2022, a decrease of $11.7 million or 19.7%. Revenues decreased primarily due to lower demand from the industrial, distribution, and communication markets.

Earnings and Adjusted Earnings Before Interest and Income Taxes

PD EBIT was $4.8 million for the second quarter of 2023, compared with earnings of $11.0 million for the second quarter of 2022, a decrease of $6.2 million. EBIT margin for the second quarter of 2023 was 10.0%, compared to 18.5% for the second quarter of 2022. The decreases were primarily due to lower revenues and lower gross profit margin, partially offset by the absence of adjustments to pre-spin-off pension obligations in 2023. The gross profit margin decrease was primarily driven lower factory capacity utilization.

PD Adjusted EBIT was $7.3 million for the second quarter of 2023, compared with $16.5 million for the second quarter of 2022, a decrease of $9.2 million. Adjusted EBIT margin for the second quarter of 2023 was 15.3%, compared with 27.7% for the second quarter of 2022. The decreases were primarily due to lower revenues and lower non-GAAP gross profit margin. The non-GAAP gross profit margin decrease was primarily driven by lower factory capacity utilization.

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MedTech & Specialty Audio
  Three Months Ended June 30,
(in millions) 2023 Percent of Revenues 2022 Percent of Revenues
Revenues $ 60.6  $ 61.6 
Earnings before interest and income taxes $ 23.6  38.9% $ 23.1  37.5%
Stock-based compensation expense 0.8  0.7 
Adjusted earnings before interest and income taxes $ 24.4  40.3% $ 23.8  38.6%

Revenues

MSA revenues were $60.6 million for the second quarter of 2023, compared with $61.6 million for the second quarter of 2022, a decrease of $1.0 million or 1.6%. Revenues decreased primarily due to lower shipping volumes into the hearing health market as customers reduced their inventory levels, partially offset by higher shipping volumes into the premium audio market.

Earnings and Adjusted Earnings Before Interest and Income Taxes

MSA EBIT was $23.6 million for the second quarter of 2023, compared with earnings of $23.1 million for the second quarter of 2022, an increase of $0.5 million or 2.2%. EBIT margin for the second quarter of 2023 was 38.9%, compared with 37.5% for the first quarter of 2022. The increases were primarily due to higher gross profit margins, partially offset by higher operating expenses. The higher gross profit margin was driven by product cost reductions, higher factory capacity utilization, and favorable foreign currency exchange rates.

MSA Adjusted EBIT was $24.4 million for the second quarter of 2023, compared with $23.8 million for the second quarter of 2022, an increase of $0.6 million. Adjusted EBIT margin for the second quarter of 2023 was 40.3%, compared to 38.6% for the second quarter of 2022. The increases were primarily due to higher non-GAAP gross profit margins, partially offset by higher operating expenses. The higher non-GAAP gross profit margin was driven by product cost reductions, higher factory capacity utilization, and favorable foreign currency exchange rates.

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Consumer MEMS Microphones
  Three Months Ended June 30,
(in millions) 2023 Percent of Revenues 2022 Percent of Revenues
Revenues $ 64.6  $ 66.9 
Earnings (loss) before interest and income taxes $ 6.3  9.8% $ (239.3) (357.7)%
Stock-based compensation expense 1.9  1.6 
Intangibles amortization expense 1.5  1.6 
Impairment charges —  239.8 
Restructuring charges (1.1) — 
Other (1)
 (0.2) — 
Adjusted earnings before interest and income taxes $ 8.4  13.0% $ 3.7  5.5%
(1) Other represents the ongoing net lease cost related to facilities not used in operations.

Revenues

CMM revenues were $64.6 million for the second quarter of 2023, compared with $66.9 million for the second quarter of 2022, a decrease of $2.3 million or 3.4%. Revenues decreased primarily due to lower average pricing on mature products, partially offset by higher demand in the ear and IoT markets.

Earnings (Loss) and Adjusted Earnings Before Interest and Income Taxes

CMM EBIT was $6.3 million for the second quarter of 2023, compared with a loss of $239.3 million for the second quarter of 2022, an increase of $245.6 million. The increase was primarily due to impairment charges in the second quarter of 2022 that did not recur in the second quarter of 2023, higher gross profit margins, and lower operating expenses, partially offset by lower revenues. The higher gross profit margin was driven by the gain on sale of fixed assets, benefits of prior year restructuring actions, product cost reductions, and favorable foreign currency exchange rates, partially offset by decreased factory capacity utilization and lower average pricing on mature products shipped into the mobile market.

CMM Adjusted EBIT was $8.4 million for the second quarter of 2023, compared with earnings of $3.7 million for the second quarter of 2022, an increase of $4.7 million. Adjusted EBIT margin for the second quarter of 2023 was 13.0%, compared to 5.5% for the second quarter of 2022. The increases were primarily due to higher non-GAAP gross profit margins and lower non-GAAP operating expenses, partially offset by lower revenues. The higher non-GAAP gross profit margin was driven by the gain on sale of fixed assets, benefits of prior year restructuring actions, product cost reductions, and favorable foreign currency exchange rates, partially offset by decreased factory capacity utilization and lower average pricing on mature products shipped into the mobile market.

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Segment Results of Operations for the Six Months Ended June 30, 2023 compared with the Six Months Ended June 30, 2022

Precision Devices
  Six Months Ended June 30,
(in millions) 2023 Percent of Revenues 2022 Percent of Revenues
Revenues $ 101.5  $ 115.2 
Earnings before interest and income taxes $ 15.5  15.3% $ 23.3  20.2%
Stock-based compensation expense 2.0  1.4 
Intangibles amortization expense 2.8  2.9 
Other (1)
 —  3.4 
Adjusted earnings before interest and income taxes $ 20.3  20.0% $ 31.0  26.9%
(1) 2022 expenses represent an adjustment to pre-spin-off pension obligations.

Revenues

PD revenues were $101.5 million for the six months ended June 30, 2023, compared with $115.2 million for the six months ended June 30, 2022, a decrease of $13.7 million or 11.9%. Revenues decreased primarily due to lower demand from the industrial, distribution, and communication markets, partially offset by increased demand in the electric vehicle market.

Earnings and Adjusted Earnings Before Interest and Income Taxes

PD EBIT was $15.5 million for the six months ended June 30, 2023, compared with earnings of $23.3 million for the six months ended June 30, 2022, a decrease of $7.8 million. EBIT margin for the six months ended June 30, 2023 was 15.3%, compared to 20.2% for the six months ended June 30, 2022. The decreases were primarily due to lower revenues, lower gross profit margin, and increased operating expenses, partially offset by the absence of adjustments to pre-spin-off pension obligations in 2023. The gross profit margin decrease was primarily driven by lower factory capacity utilization, partially offset by product cost reductions and a decrease in precious metal costs.

PD Adjusted EBIT was $20.3 million for the six months ended June 30, 2023, compared with $31.0 million for the six months ended June 30, 2022, a decrease of $10.7 million. Adjusted EBIT margin for the six months ended June 30, 2023 was 20.0%, compared with 26.9% for the six months ended June 30, 2022. The decreases were primarily due to lower revenues, lower non-GAAP gross profit margin, and increased non-GAAP operating expenses. The non-GAAP gross profit margin decrease was primarily driven by lower factory capacity utilization, partially offset by product cost reductions and a decrease in precious metal costs.

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MedTech & Specialty Audio
  Six Months Ended June 30,
(in millions) 2023 Percent of Revenues 2022 Percent of Revenues
Revenues $ 106.1  $ 121.1 
Earnings before interest and income taxes $ 35.0  33.0% $ 44.8  37.0%
Stock-based compensation expense 1.7  1.4 
Adjusted earnings before interest and income taxes $ 36.7  34.6% $ 46.2  38.2%

Revenues

MSA revenues were $106.1 million for the six months ended June 30, 2023, compared with $121.1 million for the six months ended June 30, 2022, a decrease of $15.0 million or 12.4%. Revenues decreased primarily due to lower shipping volumes into the hearing health market as customers reduced their inventory levels, partially offset by higher shipping volumes into the premium audio market. In addition to lower end market demand, shipping volumes were unfavorably impacted this period by financial incentives offered to customers resulting in higher shipping volumes in the fourth quarter of 2022.

Earnings and Adjusted Earnings Before Interest and Income Taxes

MSA EBIT was $35.0 million for the six months ended June 30, 2023, compared with earnings of $44.8 million for the six months ended June 30, 2022, a decrease of $9.8 million or 21.9%. EBIT margin for the six months ended June 30, 2023 was 33.0%, compared with 37.0% for the six months ended June 30, 2022. The decreases were primarily due to lower revenues, lower gross profit margin, and higher operating expenses. The gross profit margin decrease was primarily driven by unfavorable product mix.

MSA Adjusted EBIT was $36.7 million for the six months ended June 30, 2023, compared with $46.2 million for the six months ended June 30, 2022, a decrease of $9.5 million. Adjusted EBIT margin for the six months ended June 30, 2023 was 34.6%, compared to 38.2% for the six months ended June 30, 2022. The decreases were primarily due to lower revenues, lower gross profit margin, and higher operating expenses. The gross profit margin decrease was primarily driven by unfavorable product mix.

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Consumer MEMS Microphones
  Six Months Ended June 30,
(in millions) 2023 Percent of Revenues 2022 Percent of Revenues
Revenues $ 109.7  $ 153.1 
Loss before interest and income taxes $ (1.9) (1.7)% $ (238.8) (156.0)%
Stock-based compensation expense 3.6  3.5 
Intangibles amortization expense 3.0  3.2 
Impairment charges —  239.8 
Restructuring charges (0.3) 6.6 
Other (1)
 (0.6) 0.3 
Adjusted earnings before interest and income taxes $ 3.8  3.5% $ 14.6  9.5%
(1) Other represents the ongoing net lease cost related to facilities not used in operations.

Revenues

CMM revenues were $109.7 million for the six months ended June 30, 2023, compared with $153.1 million for the six months ended June 30, 2022, a decrease of $43.4 million or 28.3%. Revenues decreased primarily due to lower demand for MEMS microphones in the mobile, IoT, and computing markets. The decreases in these markets were primarily driven by weak global demand for consumer electronics and excess inventory in the supply chain. In addition to lower end market demand, shipping volumes were unfavorably impacted this period by financial incentives offered to customers resulting in higher shipping volumes in the fourth quarter of 2022. Revenues were also impacted by lower average pricing on mature products shipped into the mobile market.

Loss and Adjusted Earnings Before Interest and Income Taxes

CMM loss before interest and income taxes was $1.9 million for the six months ended June 30, 2023, compared with a loss of $238.8 million for the six months ended June 30, 2022, an improvement of $236.9 million. The increase was primarily due to impairment charges in the second quarter of 2022 that did not recur in the second quarter of 2023 and lower operating expenses, partially offset by lower revenues and lower gross profit margins. The lower gross profit margin was driven by decreased factory capacity utilization and lower average pricing on mature products shipped into the mobile market, partially offset by benefits of prior year restructuring actions, the gain on sale of fixed assets, product cost reductions, and favorable foreign currency exchange rates.

CMM Adjusted EBIT was $3.8 million for the six months ended June 30, 2023, compared with $14.6 million for the six months ended June 30, 2022, a decrease of $10.8 million. Adjusted EBIT margin for the six months ended June 30, 2023 was 3.5%, compared to 9.5% for the six months ended June 30, 2022. The decreases were primarily due to lower revenues and non-GAAP gross profit margins, partially offset by lower non-GAAP operating expenses. The lower non-GAAP gross profit margin was driven by decreased factory capacity utilization and lower average pricing on mature products shipped into the mobile market, partially offset by benefits of prior year restructuring actions, the gain on sale of fixed assets, product cost reductions, and favorable foreign currency exchange rates.

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Liquidity and Capital Resources

Historically, we have generated and expect to continue to generate positive cash flow from operations. Our ability to fund our operations and capital needs will depend on our ongoing ability to generate cash from operations and access to capital markets. We believe that our future cash flow from operations and access to capital markets will provide adequate resources to fund our working capital needs, capital expenditures, strategic investments, and share repurchases. We have secured a revolving line of credit in the United States from a syndicate of commercial banks to provide additional liquidity. Furthermore, if we were to require additional cash above and beyond our cash on the balance sheet, the free cash flow generated by the business, and availability under our revolving credit facility, we would most likely seek to raise long-term financing through the U.S. debt or bank markets.

Due to the global nature of our operations, a significant portion of our cash is generated and typically held outside the United States. Our cash and cash equivalents totaled $54.4 million and $48.2 million at June 30, 2023 and December 31, 2022, respectively. Of these amounts, cash held by our non-U.S. operations totaled $45.2 million and $40.0 million as of June 30, 2023 and December 31, 2022, respectively. To the extent we repatriate these funds to the U.S., we may be required to pay U.S. state income taxes and applicable foreign withholding taxes on those amounts during the period when such repatriation occurs. Management will continue to reassess our need to repatriate the earnings of our foreign subsidiaries.

On February 8, 2023, we entered into an Amended and Restated Credit Agreement (the "A&R Credit Agreement") that amends and restates the prior Credit Agreement (the "2020 Credit Agreement"), which provides for a senior secured revolving credit facility with borrowings in an aggregate principal amount at any time outstanding not to exceed $400.0 million. As of June 30, 2023, outstanding borrowings under the Credit Facility were $45.0 million. At any time during the term of the Credit Facility, we will be permitted to increase the commitments under the Credit Facility or to establish one or more incremental term loan facilities under the New Credit Facility in an aggregate principal amount not to exceed $200.0 million for all such incremental facilities. Commitments under the Credit Facility will terminate, and loans outstanding thereunder will mature, on February 8, 2028. For additional information, refer to Note 9. Borrowings to our Consolidated Financial Statements.

On February 24, 2020, we announced that our Board of Directors had authorized a share repurchase program of up to $100 million of our common stock. On April 28, 2022, we announced that our Board of Directors had increased the authorization by up to $150 million in additional aggregate value. The timing and amount of any shares repurchased will be determined by us based on our evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. We are not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. The actual timing, number, and share price of shares repurchased will depend on a number of factors, including the market price of our common stock, general market and economic conditions, and applicable legal requirements. Any shares repurchased will be held as treasury stock. During the six months ended June 30, 2023 and 2022, we repurchased 733,438 shares and 1,249,495 shares of common stock, respectively, for a total of $12.5 million and $25.4 million, respectively.

Cash flows from operating, investing, and financing activities as reflected in our Consolidated Statements of Cash Flows are summarized in the following table:
  Six Months Ended June 30,
(in millions) 2023 2022
Net cash flows provided by (used in):    
Operating activities $ 22.4  $ 20.4 
Investing activities 4.2  (14.6)
Financing activities (20.1) (26.2)
Effect of exchange rate changes on cash and cash equivalents (0.3) (0.8)
Net increase (decrease) in cash and cash equivalents $ 6.2  $ (21.2)




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Operating Activities

Cash provided by operating activities adjusts net earnings for certain non-cash items, including impairment charges, depreciation expense, amortization of intangible assets, stock-based compensation, changes in deferred income taxes, and the effects of changes in operating assets and liabilities. The increase in cash provided by operating activities in 2023 as compared to 2022 is primarily due to an improvement in working capital and lower incentive compensation payments in 2023, partially offset by lower net earnings, after adjusting for non-cash expense items. The favorable changes in working capital in 2023 were primarily driven by an increase in accounts payable and a reduction in inventories.

Investing Activities

The cash provided by investing activities during 2023 was primarily driven by proceeds from the sale of certain machinery and equipment. The cash used in investing activities during 2023 and 2022 was primarily driven by cash used for capital expenditures to support product innovation and cost savings.

In 2023, we expect capital expenditures to be in the range of 3% to 4% of revenues.

Financing Activities

Cash used in financing activities during 2023 was primarily related to the $12.5 million of repurchases of common stock, the $6.1 million payment of taxes related to net share settlement of equity awards, and the $1.9 million payment of debt issuance costs, partially offset by proceeds of $1.6 million from the exercise of options. Cash used in financing activities during 2022 was primarily related to the $25.4 million of repurchases of common stock and the $6.2 million payment of taxes related to net share settlement of equity awards, partially offset by proceeds of $6.0 million from the exercise of options.

Contingent Obligations

We are involved in various legal proceedings, claims, and investigations arising in the ordinary course of business. Legal contingencies are discussed in Note 14. Commitments and Contingent Liabilities to our Consolidated Financial Statements.

Critical Accounting Estimates

This discussion and analysis of results of operations and financial condition is based on our Consolidated Financial Statements, which have been prepared in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses, and related disclosures. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Estimates are revised periodically. Actual results could differ from these estimates.

The information concerning our critical accounting estimates can be found under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 9, 2023. There are no material changes in our previously reported critical accounting estimates.

Recent Accounting Standards

As included in Note 2. Recent Accounting Standards to our Consolidated Financial Statements, there are no recently issued or adopted accounting standards that have had or are expected to have a significant impact on our revenue, earnings, or liquidity.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the six months ended June 30, 2023, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. For a discussion of our exposure to market risk as of December 31, 2022, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the second quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by intentionally falsified documentation, by collusion of two or more individuals within Knowles or third parties, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of contingencies related to legal proceedings, see Note 14. Commitments and Contingent Liabilities to our Consolidated Financial Statements, which is incorporated herein by reference.

Except as otherwise noted above, there have been no material developments in legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100 million of the Company's common stock. On April 28, 2022, the Company announced that its Board of Directors had increased the authorization by up to $150 million in additional aggregate value. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. The actual timing, number, and share price of shares repurchased will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements. Any shares repurchased will be held as treasury stock.

Below is a summary of share repurchases for the three months ended June 30, 2023:

(in millions, except share and per share amounts)
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under The Program
May 2023 299,679 $ 16.68  299,679 $ 132.7 

Item 5. Other Information

Director and Officer Trading Plans and Arrangements
Name (Title) Action Taken Date of Action Type of Trading Arrangement Total Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date
Rule 10b5-1* Non-Rule 10b5-1**
Jeffrey Niew
(President & Chief Executive Officer)
 Adopt 5/12/2023 X
Up to 125,000 Shares to be Sold
 12/29/2023
John Anderson
(Senior Vice President & Chief Financial Officer)
 Adopt 5/25/2023 X
Up to 20,000 Shares to be Sold
 1/31/2024
Daniel Giesecke
(Senior Vice President & Chief Operating Officer)
 Adopt 5/31/2023 X
Up to 10,075 Shares to be Sold
 2/9/2024
* Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
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Item 6. Exhibits
   
   
101
The following financial information from Knowles Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 formatted in Inline XBRL: (i) Consolidated Statements of Earnings (Unaudited) for the three and six months ended June 30, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2023 and 2022, (iii) Consolidated Balance Sheets (Unaudited) as of June 30, 2023 and December 31, 2022, (iv) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and six months ended June 30, 2023 and 2022, (v) Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2023 and 2022, and (vi) the Notes to the Consolidated Financial Statements (Unaudited) tagged as blocks of text and including detailed tags.
104
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL and contained in Exhibit 101.



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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 thereunto duly authorized.
  KNOWLES CORPORATION
   
Date: August 2, 2023 /s/ John S. Anderson
  John S. Anderson
  Senior Vice President & Chief Financial Officer
  (Principal Financial Officer)

41
EX-31.1 2 a2023630exhibit311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Jeffrey S. Niew, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Knowles Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2023
/s/ JEFFREY S. NIEW
Name: Jeffrey S. Niew
Title: President and Chief Executive Officer
(Principal Executive Officer)


EX-31.2 3 a2023630exhibit312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, John S. Anderson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Knowles Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 2, 2023
/s/ JOHN S. ANDERSON
Name: John S. Anderson
Title: Senior Vice President & Chief Financial Officer
(Principal Financial Officer)


EX-32.1 4 a2023630exhibit321.htm EX-32.1 Document

Exhibit 32.1
JOINT CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Knowles Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Jeffrey S. Niew and John S. Anderson, the Principal Executive and Financial Officers of the Company, certify, pursuant to and for purposes of 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ JEFFREY S. NIEW
Name: Jeffrey S. Niew
Title: President and Chief Executive Officer
(Principal Executive Officer)
Date: August 2, 2023
/s/ JOHN S. ANDERSON
Name: John S. Anderson
Title: Senior Vice President & Chief Financial Officer
(Principal Financial Officer)
Date: August 2, 2023