Every material Form 8-K Knowles filed with the SEC in 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Knowles completed the sale of its consumer MEMS microphones business to Syntiant Corp. on December 27, 2024, for $150 million in total consideration, made up of $70 million in cash and $80 million of Syntiant Series D-2 preferred stock. The closing is the final step in Knowles' evaluation of strategic alternatives for the business, and the cash payment remains subject to a customary post-closing adjustment. The filing's pro forma figures show how the business would have changed Knowles' 2024 results, with a nine-month net loss of $256.3 million becoming pro forma net earnings of $13.0 million once the discontinued operation is removed.
Sale closed December 27, 2024; Knowles issued a press release on December 30, 2024
Syntiant paid $70 million in cash, subject to post-closing adjustment, and issued $80 million of Series D-2 preferred stock to a Knowles subsidiary
Knowles provided about $6.4 million in junior financing to Syntiant and offered a credit of up to $13.5 million toward separation costs
For the nine months ended September 30, 2024, reported net loss was $256.3 million, including a $269.3 million loss from discontinued operations; pro forma net earnings were $13.0 million
Knowles Corporation's Board elected Laura Angelini as a new director on December 6, 2024, and appointed her to the Compensation Committee. The Board determined she is independent under New York Stock Exchange listing standards, and the company announced the appointment in a press release on December 9, 2024.
Laura Angelini was elected to the Board on December 6, 2024, and will serve until the next annual shareholder meeting.
Ms. Angelini has 30 years of medical device and healthcare experience, including General Manager of the Renal Care Global Business Unit at Baxter International from 2016 to 2021.
Non-employee director pay has generally included a $235,000 annual retainer and a one-time grant of $170,000 in restricted stock units, with prorated amounts for her first year.
The Board has determined Ms. Angelini meets the company's independence standards and NYSE listing standards.
Knowles reported third-quarter 2024 revenue from continuing operations of $142.5 million, up 32% from $108.1 million a year earlier, driven by the Cornell acquisition and 4% organic growth. Non-GAAP diluted EPS rose to $0.26 from $0.20, but GAAP diluted EPS from continuing operations fell to $0.10 from $0.17, and the company also signed an agreement to sell its Consumer MEMS Microphones business, expected to close late in the fourth quarter.
Q3 2024 revenue from continuing operations: $142.5 million, up from $135.2 million in Q2 2024 and $108.1 million in Q3 2023
GAAP diluted EPS from continuing operations: $0.10, versus $0.17 a year earlier; non-GAAP diluted EPS: $0.26, versus $0.20
Q4 2024 guidance: revenue of $141 million to $151 million and non-GAAP diluted EPS of $0.26 to $0.30
Consumer MEMS Microphones sale agreement signed September 18, 2024; closing expected late in Q4 2024
Knowles agreed to sell its Consumer MEMS Microphones business to Syntiant Corp for $150 million, consisting of $70 million in cash and $80 million in Syntiant Series D-2 preferred stock, subject to adjustments. The company said it intends to use the net cash proceeds to pay down debt and repurchase company stock, and it updated its third quarter 2024 guidance to present the business as discontinued operations.
Total consideration of $150 million: $70 million in cash and $80 million in Syntiant preferred stock, subject to working capital and other adjustments
Closing is expected in the fourth quarter of 2024 and is subject to regulatory approvals and other conditions; either party may terminate if the deal has not closed by December 31, 2024, subject to extensions
Third quarter 2024 revenue from continuing operations guided to $139 million to $143 million; fourth quarter 2024 revenue outlook is $140 million to $150 million
Pro forma 2023 revenue excluding the business was $559.8 million, per the filing's reconciliation
Knowles Corporation disclosed that director Erania Brackett resigned from its Board of Directors, effective September 13, 2024. The company said she resigned under its Corporate Governance Guidelines because of a substantial change in her principal employment, and that the resignation was not due to any dispute or disagreement over company operations, policies or practices.
Erania Brackett resigned as a director, effective September 13, 2024.
The Governance and Nominating Committee accepted the resignation on September 3, 2024.
The company cited a substantial change in Ms. Brackett's principal employment, not a disagreement with the company.
Knowles reported second-quarter 2024 revenue of $204.7 million, up 18% from a year earlier, with non-GAAP diluted EPS of $0.24. GAAP results were a diluted loss of $2.90 per share, driven by a $249.4 million goodwill impairment charge tied to the Consumer MEMS Microphones reporting unit. For shareholders, the revenue growth and third-quarter outlook sit alongside a large GAAP loss from the impairment.
Q2 2024 revenue was $204.7 million, up 18% from $173.0 million in Q2 2023 and up from $196.4 million in Q1 2024.
GAAP diluted loss per share was $(2.90), compared with $0.15 in Q2 2023; the goodwill impairment accounted for $2.77 per share.
Non-GAAP diluted EPS was $0.24, versus $0.23 a year earlier; net cash from operating activities was $24.9 million.
Q3 2024 guidance: revenue of $210 to $220 million and non-GAAP diluted EPS of $0.29 to $0.33.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Knowles filing is on SEC EDGAR ↗. 8-K briefs of other companies →