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Knowles Electronics Announces Second Quarter and Six Months 2002 Financial Results

    ITASCA, Ill.--Aug. 6, 2002--Knowles Electronics Holdings Inc. announced its results for the quarter ended June 30 and the first six months of 2002.
    The manufacturer of hearing aid components and other products reported second quarter sales of $58.2 million, 2% more than the $57.3 million reported for the second quarter of 2001. The company's sales for the first six months of 2002 totaled $109.2 million, 3% less than the $112.0 million reported for the first half of 2001.
    All three of the company's divisions reported increased sales compared to the first quarter of the year. At the company's Knowles Electronics Division, sales grew by 9% over the first quarter to $34.6 million, 1% less than the $35.1 million reported for the second quarter of 2001. The company's Emkay Division reported sales of $10.7 million, an increase of 42% over first quarter sales and 14% more than the $9.4 million reported for the second quarter of 2001, due to strong demand for its components, infrared products and finished goods. The company's Automotive Components Group reported sales of $13.0 million for the second quarter of 2002, compared to sales of $11.7 million for the first quarter of the year and $12.8 million for the second quarter of 2001.
    Despite the quarter-to-quarter increase in sales, the company reported a decline in sales for the six months. For the first half of 2002, the company's KE Division reported sales of $66.4 million, 1% less than the $67.3 million reported for the first six months of 2001. Sales at the Emkay Division totaled $18.2 million for the first half, 5% more than the $17.4 million reported in 2001. The Automotive Components Group's sales declined by 10% to $24.6 million compared to $27.3 million in the first six months of 2001.
    While second-quarter sales increased, operating income declined as a result of charges for the impairment of the Ruf Electronics subsidiary's assets, which the company plans to sell, and significant pricing pressure and unfavorable changes in product mix at all three of the company's divisions. The company announced that it was taking a non-cash charge of $8.7 million for the impairment of Ruf assets held for sale, as well as an additional $600,000 restructuring charge.
    While improved operating efficiencies increased the KE Division's operating income compared to the second quarter of 2001, the non-cash charge and declines in the operating income at the Emkay and Automotive divisions reduced the company's operating income and net income. Operating income for the second quarter totaled $1.3 million, compared to $12.4 million for the second quarter of 2001. Operating income for the first six months totaled $9.2 million, compared to $23.3 million for the first six months of 2001. The company's net loss for the quarter was $7.8 million, compared to net income of $378,000 for the second quarter of 2001. The company reported a net loss of $8.2 million for the six months compared to net income of $1.0 million for the first half of 2001.
    The company's adjusted EBITDA (reported EBITDA plus restructuring and impairment charges) for the second quarter of 2002 totaled $13.5 million, or 23.2% of sales, almost equal with the $13.6 million, or 23.8% of sales reported for the second quarter of 2001. For the first six months of the year, the company's adjusted EBITDA reached $24.9 million, or 22.8% of sales, compared to $28.3 million, or 25.3% of sales, for the first six months of 2001. The decline in the first half EBITDA percentage was about half due to lower gross margins caused by customer pricing pressure and about half due to selling, general and administrative costs being a higher percentage of sales.
    "At a time when world markets were flat or down, we increased our sales in the second quarter," commented President and CEO John Zei. "What's more, we continued to improve our cash flows. The full implementation of our Enterprise Resource Planning system, significant inventory reductions, and improved supply chain management has helped us control costs and respond to the challenging conditions we face today."
    The company has moved aggressively to control its costs and increase its ability to generate cash. Capital expenditures for the first half were down more than $7 million compared to 2001. Vice President and CFO Jim Moyle noted that the slight increase in the company's selling, general and administrative expenses resulted from the expenses and charges associated with renegotiating its bank lending agreements in May. "Cash generated by operations continues to rise," he said. "We are imposing very tight control over working capital."
    While the company does not expect any short-term improvements in its markets, it said that its launch of new products is proceeding on schedule and that it expects to deliver its first shipments of new silicon microphones by the end of the year. Meanwhile, shifting the remainder of its production operations to its Asian facilities will help the company continue to improve its productivity. "We've made good progress in streamlining and improving our operations," said Zei. "Our bottom line performance is our number one priority."

    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, the ability to generate sufficient liquidity to service debt obligations, the ability to maintain compliance with its debt covenants, and other risks.


                  Knowles Electronics Holdings, Inc.

                Consolidated Statements of Operations
                              (unaudited)



                            Three months ended      Six months ended 
                                 June 30                June 30      
                             2002       2001        2002       2001
                           --------   --------    --------   --------
                                     (restated)             (restated)
                             (in thousands)         (in thousands)

Net sales                  $ 58,233   $ 57,280    $109,239   $112,009
Cost of sales                32,888     33,633      62,549     63,348
                           --------   --------    --------   --------
Gross margin                 25,345     23,647      46,690     48,661

Research and development 
 expenses                     3,885      3,421       7,364      6,984
Selling expenses              3,631      3,265       7,235      6,675
General and administrative 
 expenses                     7,252      6,686      13,598     13,558
Impairment of assets held 
 for sale                     8,683        -         8,683        -
Restructuring activity          607     (2,122)        618     (1,837)
                           --------   --------    --------   --------
Operating income              1,287     12,397       9,192     23,281

Other income (expense):
Interest income                   9         26          11        104
Interest expense             (8,828)    (9,640)    (17,724)   (19,839)
                           --------   --------    --------   --------
Income (loss) before taxes   (7,532)     2,783      (8,521)     3,546

Income tax (benefit)            289      2,405        (293)     2,500
                           --------   --------    --------   --------
Net income (loss)          $ (7,821)  $    378    $ (8,228)  $  1,046
                           ========   ========    ========   ========



                  Knowles Electronics Holdings, Inc.

                      Consolidated Balance Sheets

                                              (unaudited)  (unaudited)
                                                June 30    December 31
                                                 2002         2001
                                              -----------  -----------
Assets                                             (in thousands)
Current Assets:
 Cash & cash equivalents                         $5,731       $2,446
 Accounts receivable, net                        42,783       39,113
 Inventories, net                                41,175       46,662
 Prepaid expenses and other                       5,744        6,082
 Deferred taxes, current portion                  6,145        6,096
                                              -----------  -----------
Total current assets                            101,578      100,399
Property, plant and equipment, at cost:
Land                                              6,764        6,758
Building and improvements                        26,992       26,826
Machinery and equipment                          55,708       53,879
Furniture and fixtures                           26,841       26,117
Construction in progress                          7,276        5,085
                                              -----------  -----------
 Subtotal                                       123,581      118,665
Accumulated depreciation                        (70,411)     (63,838)
                                              -----------  -----------
 Net                                             53,170       54,827
Assets held for sale, net of impairment           3,858       10,800
Other assets, net                                 3,664        3,105
Deferred finance costs, net                       7,812        8,421
Deferred income taxes                               330          330
                                              -----------  -----------
Total assets                                   $170,412     $177,882
                                              ===========  ===========

Liabilities and stockholders' equity (deficit) 
Current liabilities:
 Accounts payable                               $14,099      $17,727
 Short term debt                                 11,957        5,287
 Accrued compensation and employee benefits       7,260        7,403
 Accrued interest payable                         4,900        5,096
 Accrued warranty & rebates                       8,330        7,545
 Accrued restructuring costs                      3,129        4,197
 Other liabilities                                6,962        7,885
 Income taxes                                     5,230        6,940
 Current portion of notes payable                11,250        9,000
                                              -----------  -----------
Total current liabilities                        73,117       71,080

Accrued pension liability                         9,544        8,872
Other noncurrent liabilities                         22            5
Notes payable                                   326,461      330,773
Preferred stock mandatorily redeemable in 
 2019 including accumulating dividends of: 
 $61,235 June, 2002; $50,042 December 2001      246,235      235,042
Stockholders' equity (deficit):
 Common stock, Class A, $0.001 par value, 
  1,052,632 shares authorized, outstanding: 
  981,667 June 2002; 981,667 December  2001         -            -
 Common stock, Class B, $0.001 par value, 
  52,632 shares authorized, none ever issued        -            -
 Capital in excess of par value                  17,213       17,213
 Retained earnings (accumulated loss)          (497,360)    (477,937)
 Accumulated other comprehensive income - 
  translation adjustment                         (4,820)      (7,166)
                                              -----------  -----------
Total stockholders' equity (deficit)           (484,967)    (467,890)
                                              -----------  -----------
Total liabilities and stockholders' equity 
 (deficit)                                     $170,412     $177,882
                                              ===========  ===========



                  Knowles Electronics Holdings, Inc.

                 Consolidated Statement of Cash Flows

                             (unaudited)


                           Three months ended       Six months ended 
                                June 30                 June 30
                             2002       2001        2002       2001
                           --------   --------    --------   --------
                                     (restated)             (restated)
                             (in thousands)         (in thousands)
Operating Activities
Net income (loss)           ($7,821)      $378     ($8,228)    $1,046
Adjustments to reconcile 
 net income (loss) to net 
 cash provided by (used in)
 operating activities:
  Depreciation and 
   amortization               2,943      3,336       6,432      6,838
  Impairment of assets 
   held for sale              8,683        -         8,683        -
  Restructuring costs           607        550         618        835
  Amortization of deferred 
   financing fees and debt 
   discount                     556        531       1,285      1,056
  Inventory obsolescence 
   provision                  1,012        343       1,779        564
  Deferred income taxes         (10)       -           (49)         8
  Stock compensation expense    -          -           200        -
  Gain on disposal of 
   fixed assets                 -       (3,046)        -       (3,046)
  Change in assets and liabilities:
   Accounts receivable       (1,489)    (1,664)     (3,438)    (1,356)
   Inventories                3,247      3,781       4,218        673
   Other current assets        (520)      (731)       (223)    (1,626)
   Accounts payable             597      1,557      (3,628)       395
   Accrued restructuring 
    costs                      (682)      (696)     (1,686)    (4,193)
   Accrued interest payable  (5,044)    (4,600)       (196)       961
   Accrued compensation 
    and benefits               (918)      (965)       (143)    (2,765)
   Other current liabilities  1,401        672        (138)      (542)
   Other noncurrent 
    liabilities                 439       (196)        689       (512)
   Income taxes payable         147      1,124      (1,710)       880
                           --------   --------    --------   --------
Net cash provided by 
 (used in) operating 
 activities                   3,148        374       4,465       (784)

Investing Activities
Proceeds from sales of 
 property, plant & equipment    -        3,480         -        3,480
Purchases of property, 
 plant, and equipment, net   (2,275)    (6,418)     (5,165)   (12,212)
                           --------   --------    --------   --------
Net cash used in investing 
 activities                  (2,275)    (2,938)     (5,165)    (8,732)

Financing Activities
Debt proceeds (payments)     (1,872)      (710)      4,420     (1,897)
Issuance of preferred stock
 and common stock               -          125         -          125
Costs associated with debt     (480)       -          (488)       -
Repurchase of common stock      -         (300)       (200)      (300)
                           --------   --------    --------   --------
Net cash provided by 
 (used in) financing 
 activities                  (2,352)      (885)      3,732     (2,072)

Effect of exchange rate 
 changes on cash                345       (170)        253       (481)
                           --------   --------    --------   --------
Net increase (decrease) in 
 cash and cash equivalents   (1,134)    (3,619)      3,285    (12,069)
Cash and cash equivalents 
 at beginning of period       6,865      8,626       2,446     17,076
                           --------   --------    --------   --------
Cash and cash equivalents 
 at end of period            $5,731     $5,007      $5,731     $5,007
                           ========   ========    ========   ========