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Knowles Electronics Announces Sales for Fourth Quarter and Results for Year; Renegotiates Bank Covenants

    ITASCA, Ill.--Feb. 7, 2002--Knowles Electronics Holdings, Inc. announced its sales for the fourth quarter and results for the year ended December 31, 2001.
    The manufacturer of hearing aid components and other products reported fourth quarter sales of $57.1 million, 7% less than the $61.2 million reported for the fourth quarter of 2000. The company's sales for the year totaled $223.7 million, 6% less than the $238.1 million reported for 2000.
    "Although we were pleased to see continued improvement in the sales of our core products during the fourth quarter, our sales did not meet our expectations," said President and CEO John Zei. The company's KE hearing components Division reported a 8% increase in sales compared to the fourth quarter of 2000, the result of significantly increased orders from the company's largest customer. Yet the gains the company made in the last half of the year did not offset weak sales in first half, and the division's sales were down 1% for the year. Sales of the company's Automotive Components Group Division declined 28% compared to the fourth quarter of 2000 and declined 18% for the year, due to reduced worldwide demand for the SSPI solenoid products used in off-road diesel equipment and the sensors manufactured by the company's Ruf Electronics subsidiary. Two factors account for the 24% decline in the Emkay Division's fourth quarter sales. The consolidation and reorganization of European cable operators in the second half of the year reduced demand for the division's infrared products, which had enjoyed strong sales during the first half of the year. Fourth quarter sales of the division's finished goods declined in comparison to the especially strong sales reported in the fourth quarter of 2000. Emkay's sales were down 5% for the year.
    The company's results for the full year were affected by unfavorable book to physical inventory adjustments, manufacturing inefficiencies and short-term quality costs related to outsourced material. For the year, EBITDA before restructuring charges reached $56.7 million or 25.3% of sales. In 2000, EBITDA before restructuring expenses totaled $66.8 million, or 28.1% of sales. The company reported a loss of $1.5 million for 2001, compared to a loss of $3.9 million for 2000, when the company recorded an $18 million restructuring charge to consolidate its operations, close five manufacturing facilities and outsource some of its production.
    "We are disappointed that our success in restructuring and streamlining our operations is not reflected in our current results," said James F. Brace, Executive Vice President and CFO. "Gross margins had the potential to improve by several percentage points as a result of restructuring, but actually improved less than one percent due to the challenges we encountered with inventory, outsourced quality and manufacturing." SG&A expenses increased $6 1/2 million as the company introduced new products and new product management teams at its Emkay Division and incurred additional non-capitalized expenses associated with the launch of its new enterprise resource planning system. Operating income increased from $37.4 million in 2000 to $43.0 million in 2001, due to the lower restructuring expense in 2001.
    The company will report full results for the fourth quarter later. The implementation of a new enterprise resource planning system and a related physical inventory identified significant material usage variances and increased levels of slow moving and obsolete inventory at year-end.
    At the same time, in accordance with generally accepted accounting principles, the company capitalized previously expensed software development costs, and it modified the way it accounts for absorbing overhead into inventory due to the shifting of manufacturing resources. Both of these changes had a positive impact on fourth quarter earnings. The company capitalized $3.3 million of the consulting expenses associated with designing, testing and implementing its new enterprise resource planning system. In addition, the company also changed its method of accounting for inventory from LIFO to FIFO, noting that this change had no impact on the company's income statement for 2001, although 2000 cost of sales, inventory and equity have been restated.
    The company is reviewing the impact of spreading these fourth quarter adjustments on the full year, to determine what the appropriate changes, if any, are to the previously reported quarterly results. The company expects to report quarterly results in the next four weeks.
    Lower than anticipated 2001 sales and earnings led the company to renegotiate its agreements with lenders. The new covenants, which took effect on December 31, 2001, permit higher leverage and interest coverage ratios for five quarters. In exchange, the company agreed to pay higher interest rate spreads over LIBOR for the remainder of the agreement. The covenants revert to the original terms of the bank agreement on March 31, 2003. Until then, the company also has agreed to seek the approval of lenders before making acquisitions over a nominal amount, to limit 2002 capital expenditures to no more than $20 million, and to use all cash proceeds from the sale of assets in excess of $10 million to pay down bank debt. The banks agreed to the proposed amendment on December 21, 2001 and the company passed the revised covenants at the end of the fourth quarter. "We expect to be able to meet the revised covenants through 2002," commented Brace.
    "We are happy to put 2001 behind us," said Zei, "and even though sales remain unpredictable, we are looking forward to 2002. We have solved the problems related to outsourced quality, and we have gained a much better understanding of the factors creating the manufacturing inefficiencies. Meanwhile, our restructuring plan has proven its worth, and our new ERP system is giving us better information to use in running the business."
    Although the company does not expect the infrared and finished goods products made by its Emkay Division and the diesel solenoids made by SSPI to contribute significantly to its growth, it anticipates continued increases in sales of its core KE Division products. It also plans to increase sales of its Deltek volume controls and new silicon microphone products. Microphones for applications other than hearing aids and far field array products will open new opportunities for growth. To concentrate on these areas, the company expects to complete the planned sale of its Ruf subsidiary by the end of the first half of 2002.
    "Our strategies are clear, and the operating improvements we have made will enable us to work more profitably and productively," said Zei. "We lead our core markets, and the demand for our products will continue to rise. We are committed to significant improvement in 2002."
    Knowles Electronics is the world's leading manufacturer of transducers and related components used in hearing aids. The company also manufactures acoustic components used in voice recognition, telephony, and Internet applications as well as automotive solenoids and sensors. In 1999, the European fund management company Doughty Hanson & Co Ltd acquired Knowles.

    (Please see attached financial statements)

    "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
    Any Forward Looking Statements contained herein involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, actual purchases under agreements, the effect of the company's accounting policies, and other risks.



                  Knowles Electronics Holdings, Inc.
                 Consolidated Statements of Operations

                                          Year ended December 31,
                                         2001               2000
                                   -----------------  ----------------
                                              (in thousands)
                                                (Unaudited)

Net sales                                 $ 223,721         $ 238,123
Cost of sales                               124,587           134,069
                                   -----------------  ----------------
Gross margin                                 99,134           104,054
                                              44.3%             43.7%

Research and development expenses            14,684            13,380
Selling and marketing expenses               14,732            12,511
General and administrative expenses          26,738            23,831
Restructuring expenses                          317            18,440
                                   -----------------  ----------------
Operating income                             42,663            35,892

Other income (expense):
Interest income                                 146               959
Interest expense                            (37,756)          (43,341)
                                   -----------------  ----------------
Income (loss) before income taxes             5,053            (6,490)

Income taxes                                 (6,532)            1,082
                                   -----------------  ----------------
Net income (loss)                          $ (1,479)         $ (5,408)
                                   =================  ================

                  Knowles Electronics Holdings, Inc.
                      Consolidated Balance Sheets

                                               December 31,
                                         2001               2000
                                   -----------------  ----------------
Assets                                         (in thousands)
Current Assets:                                  (Unaudited)
      Cash and cash equivalents             $ 2,446          $ 17,076
      Accounts receivable, net               39,113            41,192
      Inventories, net                       46,662            48,273
      Prepaid expenses and other              6,082             4,334
                                   -----------------  ----------------
                                   -----------------  ----------------
Total current assets                         94,303           110,875
Property, plant and equipment,
 at cost:
Land                                          6,829             6,957
Building and improvements                    32,464            31,469
Machinery and equipment                      62,026            65,482
Furniture and fixtures                       27,453            23,705
Construction in progress                      5,559             4,501
                                   -----------------  ----------------
                                   -----------------  ----------------
      Subtotal                              134,331           132,114
Accumulated depreciation                    (68,704)          (71,580)
                                   -----------------  ----------------
                                   -----------------  ----------------
      Net                                    65,627            60,534
Other assets, net                             3,105             3,855
Deferred income taxes                         4,956             5,744
Deferred finance costs, net                   8,421             9,577
                                   -----------------  ----------------
                                   -----------------  ----------------
Total assets                              $ 176,412         $ 190,585
                                   =================  ================
                                   =================  ================

Liabilities and stockholders' 
 equity (deficit) Current
 liabilities:
 Accounts payable                          $ 17,727          $ 14,471
 Accrued compensation and 
  employee benefits                           7,403             9,334
 Accrued interest payable                     5,096             4,898
 Accrued warranty and rebates                 7,545             8,971
 Accrued restructuring costs                  4,197            12,886
 Other liabilities                            7,885             8,652
 Income taxes                                 6,015             4,134
 Short-term debt                              5,287             1,253
 Current portion of notes payable             9,000             9,375
                                   -----------------  ----------------
                                   -----------------  ----------------
Total current liabilities                    70,155            73,974

Accrued pension liability                     8,872             7,902
Other noncurrent liabilities                      5               764
Notes payable                               330,773           339,432
Preferred stock mandatorily 
 redeemable in 2019 including 
 accumulating dividends of: $50,042
 December 2001; $28,675 
 December, 2000                             235,042           213,675
Stockholders' equity (deficit):
 Common stock, Class A, $0.001 par
  value, 1,052,632 shares 
  authorized, outstanding: 981,667 
  December, 2001; 983,333
  December, 2000                                  -                 -
 Common stock, Class B, $0.001 par
  value, 52,632 shares authorized,
  none ever issued                                -                 -
 Capital in excess of par value              17,213            17,263
 Retained earnings (accumulated
  loss)                                    (478,482)         (455,622)
 Accumulated other comprehensive 
  income - translation adjustment            (7,166)           (6,803)
                                   ----------------   ---------------
Total stockholders' equity (deficit)       (468,435)         (445,162)
                                   ----------------   ---------------
Total liabilities and stockholders'
 equity (deficit)                         $ 176,412         $ 190,585
                                   ================   ===============